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COMMUNITY REDEVELOPMENT AGENCY (6)"Ci to RECEIVEtOOPERATION AGREEMENT M48 27 1137 N IS CITY CLERK , C DEPARTMENT THIS ,RWM R1W AGREEMENT is entered into this 5th day of March , 1985, by and between the CITY OF SAN JUAN CAPISTRANO (the "'City") and the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO (the "Agency"). R E C I T A L S A. The City has previously activated the Agency upon completion of appropriate legal proceedings therefor. The Agency is proceeding to implement the Redevelopment Plan for the Downtown Center Redevelopment Project (the "Project"). B. The City and the Agency have undertaken proceedings to amend the Project Area for the Project to add territory including the "Site", which is that real property so described in the "Participation Agreement", which is attached hereto marked Exhibit "A" and is incorporated herein by reference. AGREEMENTS SECTION I: A. City agrees to provide for Agency such staff assistance, supplies, technical services and other services and 0 0 facilities of City as Agency may require in exercising functions under the California Community Redevelopment Law. Such assistance and services may include the services of employees and special consultants. B. City"agrees that, contingent upon the approval by Agency of an agreement substantially in the form of the Participation Agreement (Exhibit "A"), and the assumption by the Agency of the obligation to pay required City fees, the City shall defer receipt of its fees as set forth in such Participation Agreement pursuant to part B of Section II of this Agreement. SECTION II- A. City may, but is not required to, advance necessary funds to Agency or to expend funds on behalf of Agency for the preparation and implementation of a redevelopment plan including, but not limited to, the costs of surveys, planning, studies and environmental assessments for the adoption of a redevelopment plan, the costs of acquisition of property within the project area, demolition and clearance of properties acquired, building and site preparations, public improvements and relocation assistance to displaced residential and non-residential occupants as required by law. 3031p/2299/00 -2- 0 0 B. City agrees to defer receipt of those fees referenced in part B of Section I of this Agreement until such time as the Agency reasonably determines that it has sufficient funds to repay in whole or in part such indebtedness to the City. The City agrees that, upon request therefor by the Agency, it shall subordinate the indebtedness referred to in part B of Section I to all other indebtedness heretofore or hereafter incurred by the Agency. SECTION III: City will keep records of fees deferred and activities and services undertaken pursuant to this Agreement and costs thereof in order that an accurate record of Agency's liability to City can be ascertained. City shall periodically, but not more frequently than annually, submit to Agency a statement of the costs incurred by City in performing pursuant to this Agreement. Such statement of costs may include a pro -rata share of expense attributable to the use of City employees and departments where directly related to the purposes of the Agency,and allowable pursuant to sections 33678 and 33679 of the California Health and Safety Code. SECTION IV: Agency agrees to reimburse City for all costs incurred for services by City pursuant to this Agreement and other 3031p/2299/00 -3- 4 • indebtedness of Agency to City from and to the extent that funds are available to Agency for such purpose pursuant to California Health and Safety Code section 33670 or from other G sources; provided, however, that Agency shall have the sole and exclusive right to pledge any such sources of funds to the repayment of other indebtedness incurred by Agency in carrying out the redevelopment project. The costs and deferrals of City under this Agreement will be shown on statements submitted to Agency pursuant to Section III above. Although the parties recognize that payment may not occur for a few years and that repayment may also occur over a period of time, it is the express intent of the parties that City shall be entitled to repayment of the expenses incurred by City under this Agreement, consistent with Agency's financial ability, in order to make City whole as soon as practically possible. SECTION V: City agrees to include Agency within the terms of City's liability insurance policy. Agency shall pay, subject to deferral to City, its pro -rata share of the.costs of insurance applicable to its activities resulting from Agency's inclusion in City's policy. SECTION VI: The obligations of Agency under this Agreement shall constitute an indebtedness of Agency within the meaning of 3031p/2299/00 -4- California Community Redevelopment Law sections 33670 et seq., to be repaid to City by Agency with interest at twelve percent (12%) per annum or the maximum rate allowed by law. IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first written above. ATTEST: City CllrX7f the C' San Juan Capistrano Mary Ann Hanover ATTEST: —secreterry Mary Ann Hanover 3031P/2299/00 CITY OF SAN JUAN CAPISTRANO C duan'Capistrano Gary L. Hausdorfer VED AS TO FORM: Shaw, City Attorney REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN PI ay —cnairmav I u Phillip R. Schwartze APPROVED AS TO FORK: Tom Clark, Agency Counsel f; -5- PAR 3031p/2299/00 -6- PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO �v WLBD (SAN JUAN CAPISTRANO) ASSOCIATES TABLE OF CONTENTS I. SUBJECT OF AGREEMENT A. Purpose of the Agreement B. Description of the Site C. Parties to the Agreement 1. The Agency 2. The Participant 3. Prohibition Against Change in Ownership, Management and Control of Participant II. ASSEMBLY OF THE SITE III. DEVELOPMENT OF THE SITE A. Development According to Terms of Approval B. Agency Assistance C. Bodily Injury and Property Damage Insurance; Workers' Compensation D. Rights of Access for Inspection of Construction E. Local, State and Federal Laws F. Certificate of Completion IV. USE OF TEE SITE V. OTHER PROVISIONS A. Obligation to Refrain from Discrimination B. Form of Nondiscrimination and Nonsegregation Clauses Table of Contents (Continued) C. Taxes, Assessments, Encumbrances and Liens D. Notices, Demands and Communications Between the Parties E. Conflict of Interest; Agency's or City's Representatives Not Individually Liable F. Enforced Delay, Extensions of Times of Performance G. Titles of Sections VI. DEFAULT, REMEDIES AND TERMINATION A. Defaults B. Legal Actions C. Specific Performance D. Applicable Law E. Acceptance of Service of Process F. Rights and Remedies are Cumulative G. Inaction Not a Waiver of Default H. Counterparts I. Entire Agreement, Waivers and Amendments; Execution Attachment No. 1 MAP OF THE SITE Attachment No. 2 PARTICIPANT COVENANTS 0 0 PARTICIPATION AGREEMENT THIS AGREEMENT is entered into on Marnh_q 1985 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO, a public body corporate and politic (the "Agency"), and the WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, (the "Participant")._ The Agency and the Participant agree as follows: I. SUBJECT OF AGREEMENT A. Purpose of the Agreement The purpose of this Agreement is to facilitate the development of the Site (as defined herein) in accordance with this Agreement. Specifically, the Participant shall develop on the Site a multi -family housing complex consisting of approximately 274 units and not less than 270 units; such units and associated improvements, which shall hereafter be collectively referred to as the "Housing Project", all as more particularly described in the following approvals by the City of San Juan Capistrano (the "City"): Tentative Tract Map 12276, Rezone 84-1, General Plan Amendment 84-1B, Growth Management 84-1, and Architectural Control 84-2 (collectively, the "Land Use -Permits"). Such development of the Site will further the purposes of the Community Redevelopment. Law (Health and Safety Code Section 33000 et se .). Specifically, the Housing Project will help to effectuate the Redevelopment Plan for the Downtown Center Redevelopment Project (the "Redevelopment Project") by providing low- or moderate -income housing near and of benefit to the Project Area (the "Project Area") of the Redevelopment Project. The provision of low- or moderate -income housing pursuant to this Agreement will benefit the Project Area and the City and will promote the public health, safety, welfare and morals. The City and the Agency agree to use best efforts to institute and conduct appropriate proceedings to amend the Project Area to include the Site. It is intended that development of the Site, pursuant to this Agreement, will also provide a resource that may assist the Agency in furnishing replacement/relocation housing necessitated by Agency actions unrelated to the subject matter of this Agreement. B. Description of the Site The "Site" is all of the real property shown on the Map of the Site, which is incorporated herein and attached hereto as Attachment No. 1. C. Parties to the Agreement 1. The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers, organized and existing under the Community Redevelopment Law of the State of.California. The principal office of the Agency is located at 32400 Paseo Adelanto, San Juan Capistrano, California 02-13-85 0 92675. "Agency", as used in this Agreement, includes the Redevelopment Agency of the City of San Juan Capistrano, California, and any successor to its rights, powers and responsibilities. 2. The Participant Participant is a California limited partnership. The address of the Participant for the purpose of this Agreement is WLBD c/o William Lyon Company, 19 Corporate Plaza, Newport Beach, California 92660, Attn: John Markley. 3. Prohibition Against Change in Ownership, Management, and Control of Participant. Participant recognizes that, in view of (a) the importance of the redevelopment of the ,Site to the general welfare of the community; (b) the substantial financing and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and (c) the fact that a change in ownership or control of Participant or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or control of Participant or the degree thereof, is for practical purposes a transfer or disposition of the property then owned by the Participant; 02-13-85 0 0 the qualifications and identities of Participant, and its principals, are of particular concern to City and Agency. It is because.of those qualifications and identities that.Agency has entered into this Agreement with Participant. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement except set forth herein. Prior to the date Agency is required to issue a Certificate of Completion of construction as hereinafter provided, Participant shall not, except as expressly permitted by this Section IC3, assign all or any part of this Agreement or sell, transfer, convey, assign or lease (hereinafter "Transfer") the whole or any part of the Site or the improvements on the Site without the prior written approval of - Agency. This prohibition shall not apply to any of the following: (i) Any mortgage, deed of trust, sale and leaseback or other form of conveyance required for any reasonable method of financing the direct and indirect costs, including financing costs, interest and commissions, of acquiring, developing, leasing and operating the improvements to be constructed on the Site and any other expenditures necessary and appropriate to acquire, develop, lease and operate the Site pursuant to this Agreement. (ii) The dedication of portions of the Site to the City or other appropriate governmental agency, or the granting 02-13-8S 3478/2299/00 -4- 0 0 of easements or permits, to facilitate the development of the Site. (iii) The prior leasing of any of the units pending completion of the improvements. (iv) Transfers resulting from the death or mental or physical incapacity of an individual. (v) A transfer or assignment in trust for the benefit of a spouse, children, grandchildren or other family members. (vi) A transfer of stock resulting from or in connection with a reorganization as contemplated by the provisions of the internal Revenue Code of 1954, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation. (vii) A transfer of stock in a publicly held corporation or of the beneficial interest in any publicly held partnership or real estate investment trust. (viii) A transfer or assignment from one partner or joint venturer in Participant to another or, if tenant is a corporation, from one shareholder to another; provided that the assignee assumes personal liability for the obligations of the transferring or assigning partner, joint venturer or, shareholder. 02 -13 -SS 0 11 (ix) A transfer to an "affiliated entity," i.e., one in which a minimum of fifty-one percent (51"x) of the beneficial interest is owned and controlled by the same person(s).who have the beneficial interest in the transferor. In the absence of specific written agreement by Agency, no transfer by Participant shall be deemed to relieve it or any successor party from any obligations under this Agreement until the date Participant or such successor is entitled to a Certificate of Completion with respect to the Site. No assignment of any of Participant's obligations shall be effective unless and until the successor party executes an assumption agreement in form. -and content satisfactory to Agency assuming such obligations. The restrictions of this Section IC3 shall terminate upon the date Participant is entitled to the issuance and recordation by Agency of a Certificate of Completion therefor. Notwithstanding any other provisions hereof, Participant reserves the right, at its discretion, to join and associate in a joint venture, partnership or similar arrangement, for the purpose of financing the acquisition and development of the Site and, in that connection, Participant shall be entitled to convey or contribute the Site to such entity and assign to such entity some or all of its rights under this Agreement; provided, however, that (i) any such assignee entity shall execute an assumption agreement in form and content satisfactory to Agency assuming the obligations of Participant 02-13-85 3478p/2299/00 -6- 0 0 under this Agreement consistent with its interest, and (ii) Participant shall remain jointly and severally responsible to Agency as provided in this Agreement with respect to all obligations pertaining to the Site. In considering whether it will grant approval to any assignment by Participant of its interest in the Site, which assignment requires Agency approval, Agency shall consider factors such as (i) the financial strength and capability of the proposed assignee to perform Participant's obligations to be assumed and (ii) the proposed assignee's experience and expertise in the planning, financing, development, ownership and operation of similar projects. The Agency shall not unreasonably refuse to approve an assignment. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Participant and the permitted successors and assigns of the Participant. Whenever the term "Participant" is used herein, such term shall include any other permitted successors and assigns as herein provided. II. ASSEMBLY OF THE SITE The Participant represents and warrants to each of the Agency and the City that the Participant has fee simple ownership of the Site as of the execution by the Participant of this Agreement. 02-13-aS 0 ! III. DEVELOPMENT OF THE SITE A. Development According to Terms of Approval The Participant shall develop the Site in accordance with the terms of the City's Land Use Permits. All discretionary land use approvals necessary for the development of the Housing Project have been obtained by the Participant. The Participant shall be required to pay all fees of the Agency, the City, and the Capistrano Valley Water District (the "CVD") applicable to the development of the Housing Project (including without limitation, fees for processing of maps, plan check, building permits, water and sewage connection, and park and recreation). The Participant will proceed with diligence to complete construction of the Housing Project at the earliest possible time, but in no event later than October 1, 1987. B. Agency Assistance 1. At the request of the City and Agency, the Participant has previously paid certain development fees for the Housing Project and development of the Site to the Agency instead of the City and the CVD. Future City development and building fees with respect to the Site shall likewise be paid to the Agency. Unless a specific time for payment of a fee is set forth in this Agreement, which specific time shall be controlling, the participant shall make such payments in the amounts and at the times that would otherwise be required by the City if such payments were to be made to the City and CVD. 02-13-85 0 The Agency agrees to assume all of the Participant's obligations to make such payments to the City and the CVD of fees imposed by the City and CVD upon the development activities set forth in this Agreement but not including the "Saddleback Fee", as defined in Section III B 2 of this Agreement. 2. The Participant recognizes that the Saddleback Valley Community College District (the "District") has, with the cooperation of the City and the Agency, established a fee of Seven Hundred Dollars ($700) per residential lot applicable to development activities such as those proposed in this Agreement (the "Saddleback Fee"), which Fee is normally applicable by its terms to the development of certain property when that property is included as part of a redevelopment project area. The Participant agrees to make payment of the Saddleback Fee to the Agency; provided that in no event shall the responsibility of the Participant for the payment of the Saddleback Fee (or equivalent amount) exceed the amount of Seven Hundred Dollars ($700) per unit for cost of the 274 units to be constructed on the Site. The sum of One Hundred Ninety -One Thousand Eight Hundred Dollars ($191,800), which is the product of $700 and 274, shall be paid by the Participant to the Agency within ten (10) days after the Agency executes this Agreement. Upon receipt of the sum of One Hundred Ninety -One Thousand Eight Hundred Dollars ($191,800) from'the Participant, the Agency shall hold the Participant harmless 02-13-85 3478p/2299/00 -9- 0 0 from any liability or responsibility for payment of the Saddleback Fee as to the 274 units to be constructed on the Site. 3. Conditioned upon (i) the Participant not being in default of its obligations under this Agreement and (ii) completion of proceedings providing for inclusion of the Site within a redevelopment project area providing for tax increment financing, the Agency agrees to pay to the Participant for the term specified below the "Net Site Increment" as hereinafter defined. As used herein, the term "Site Increment" shall mean the amount of the net property tax revenues allocated to and received by the Agency with respect to the Site in accordance with California Health & Safety Code §33670(b) from and after - the date that the Site is included within a redevelopment project area pursuant to a redevelopment plan making tax increment financing applicable to the Site. The term "Net Site Increment" shall refer to the gross amount of Site Increment received by the Agency with respect to the Site, less that amount resulting by subtracting from such Site Increment an amount produced by applying the percentage of its total tax increment revenues from the Project Area in the fiscal year in question which the Agency may have agreed to pay to affected taxing agencies pursuant to California Health & Safety Code §33401. 02-13-85 3478p/2299/00 -10- 0 0 The first payment of Net Site Increment from the Agency to the Participant shall be made within thirty (30) days after the first receipt by the Agency of Net Site Increment following the Agency's issuance of a Certificate of Completion for the Housing Project pursuant to Section III F of this Agreement. Thereafter, provided that the Participant is not in default of its obligations under this Agreement, the Agency shall continue to make payments of the Net Site Increment within thirty (30) days after the Agency receives payments of Net Site Increment. Payments shall continue until the earlier of the following two occurrences: (i) payments have been made for a period of eleven (11) years total or (ii) assuming that the Participant had loaned the Agency the sum of Nine Hundred Sixty -Six Thousand Eight Hundred Dollars ($966,800) as of February 1, 1985, the amount of the Net Site Increment paid to the Participant would be sufficient to fully amortize such a loan amount with interest calculated at the rate of eleven percent (11x) per annum. In the event that and for so long as the Site is not included within a redevelopment project area, the Agency shall have no obligation to make any payment to the Participant except that the Agency shall repay to the Participant from tax increment revenues.of the existing Project Area on or before the fifth (5th) anniversary date of the execution of this Agreement an amount equal to the Saddleback Fee, plus interest thereon at the rate of eleven percent (11x) simple per annum; 02-13-85 0 0 provided that the Agency shall have no other obligation to make payment from such tax increment revenues from any area included as of the execution of this Agreement as part of the Project Area. In the event that the Site is included within a Project Area, then, not withstanding anything to the contrary contained in this Agreement, the Agency shall have no obligation to make any payment to the Participant pursuant to this Agreement except from Net Site Increment. The City shall have no monetary or other obligations by virtue of this Agreement. C. Bodily Iniury and Property Damage Insurance; Worker's Compensation Prior to the commencement of any construction hereunder, the Participant shall obtain a policy of comprehensive bodily injury and property damage liability insurance and maintain such policy in effect until the final Certificate of Completion provided for in this Agreement has been issued, providing coverage for bodily injury and property damage in the minimum amount of One Million Dollars ($1,000,000.00) combined single limit per occurrence. The policy shall name, as additional assured, the Agency, the City, and their officers and employees while acting within the scope of their duties, against all claims, suits or other actions of any nature brought for or on account of any deaths, injuries, 02-13-8S 3478n/2299/00 -12- • 0 damage or loss arising out of or connected with the work of Participant under this Agreement. Participant shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this paragraph and providing that the insurer shall not cancel or modify the policy without thirty (30) days' written notice to Agency. Participant shall give Agency prompt and timely notice of any claim made or suit instituted with respect to the Site or work performed on the Housing Project. Agency, City and their officers and employees shall also be named as additional insured in any policies of Participant's contractors covering work under this Agreement, and such policies shall comply with this paragraph. Participant shall comply with all of the provisions of the Worker's Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws applicable, and Participant shall hold Agency and City harmless from any claims arising thereunder. Participant shall furnish to Agency a certificate of Worker's Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty (30) days' prior written notice to Agency. In the alternative, Participant may show proof of a certificate of consent to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. 02-13-85 3478D/2299/00 -13- i 0 D. Riehts of Access for Inspection of Construction Representatives of the Agency and the City shall have the right to access to the Site, without charges or fees, at normal working hours during the period of construction for the purpose of the inspection of the work being performed in constructing the improvements (provided that such representatives comply with job -site safety rules). Such representatives of the Agency shall be City employees who normally carry out such functions or persons who are so identified in writing by the Chief Executive Officer of the Agency. E. Local, State and Federal Laws The Participant shall carry out the construction of the improvements in conformity with all the applicable laws and regulations. F. Certificate of Completion 1. Promptly after completion of all construction to be carried out by the Participant upon the Site, the Agency shall furnish the Participant with a Certificate of Completion. Such Certificate of Completion shall be conclusive determination of satisfactory completion of the construction required by this Agreement upon said Site, and of full compliance with the terms hereof with respect to said Site. After issuance of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such 02-13-85 3478p/2299/00 -24- E ownership, purchase, lease or acquisition), incur any obligation or liability with respect to the construction of the Housing Project. In no event will this Certificate of Completion process prevent the occupancy of individual residential units by Participant or its tenants. 2. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Participant, the Agency shall, within ten (10) days after receipt of said written request, provide the Participant with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Participant must take to obtain a Certificate of Completion. If the reasons for such refusal are confined to the immediate unavailabilty of specific items or materials for landscaping or beautification, the Agency will issue its Certificate of Completion upon the posting of a bond by the Participant with the Agency in an amount representing a fair value of the work not yet completed. 3. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any entity providing construction loan financing, contract or subcontract services,or any other form of obligation. Such Certificate of Completion is not a certificate of occupancy or a notice of 02-13-85 0 0 completion as referred to in the California Civil Code, Section 3093. IV. USE OF THE SITE The Participant shall develop the Site as a housing project in conformity with the Land Use Permits and the Participant shall comply with legal limitations imposed by the use of bond financing. The Participant additionally agrees that not less than twenty percent (20x) of the units of the Housing Project shall be devoted to use for low- or moderate -income housing (meeting the criteria referenced in Section 33334.2 of the Health and Safety Code) for the period equal to the greater of (i) twelve (12) years or (ii.) the period required pursuant to any bonds used to finance the Housing Project. The Participant further agrees to cooperate with the Agency (insofar as permitted by law, including any conditions imposed by virtue of the use of mortgage revenue bond financing) to provide a preference in leasing to tenants referred by the Agency who may have been displaced or seek relocation from elsewhere in the Project Area. Such preference shall apply to any of the forty (40) affordable units which may be available at the time. The rents to be charged shall be consistent with the Regulatory Agreement by and among the County of Orange, the Bank of California, N.A., and WLBD (San Juan Capistrano) Associates, a California limited partnership. 02-13-85 3478p/2299/00 -16- L-] The Agency shall advise the Participant when the Agency has or will have a need for units. Such notice will be provided on a periodic basis,' such -as every six months. The Participant will cooperate in attempting to accommodate the Agency and any persons referred by the Agency as hereinabove provided. This covenant shall remain in effect for the duration of the Regulatory Agreement. Within sixty (60) days after the execution of this Agreement, the Participant shall execute and cause the recordation of the "Participation Covenants" which are attached hereto, marked Attachment No. 2, and incorporated herein by this reference. V. OTHER PROVISIONS A. Obligation to Refrain from Discrimination Insofar as consistent with the terms of any bond financing, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, religion, national origin, marital status or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the Housing Project, nor shall the Participant itself or any person claiming under or through it establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, 02-13-85 3478p/2299/00 -27- 0 r sublessees or vendees. The covenants set forth in this Article V shall remain in effect in perpetuity. B. Form of Nondiscrimination and Nonsegregation Clauses Insofar as consistent with the terms of any bond financing, the Participant shall refrain from restricting the use, occupancy, rental, sale or lease of the Site or the im- provements thereon or any portion thereof on the basis of sex, race, color, religion, ancestry, marital status or national origin of any person. Any deed, lease or contract entered into between Participant and Agency in furtherance of this Agreement, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The Grantee herein covenants by and for himself or herself, his or her heirs, executors, adminis- trators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of -the land herein conveyed, nor shall the grantee himself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 02-13-85 3478p/2299/00 -18- i 2. In leases: "The Lessee herein covenants by and for himself or herself, his or her heirs, executors, adminis- trators and assigns and all persons claiming under or through him or her and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimin- ation against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, trans- ferring, use, or enjoyment of the land herein leased, nor shall the lessee himself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessee, subtenants or vendees in the land herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself -or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of permits, tenants, lessees, subtenants, sublessees or vendees of the land." 02-13-85 3478p/2299/00 -19- C. Taxes, Assessments, Encumbrances and Liens Without prejudice to the right of the Participant to protest or appeal the determination or imposition of taxes, the Participant shall pay when due all real estate taxes and assessments assessed and levied upon the Site or arising from this Agreement for the duration of the Redevelopment Plan. D. Notices, Demands and Communications Between the Parties Written notices, demands and communication between the Agency and the Participant shall be sufficiently given if delivered personally to the other party or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal office of the Agency and to the local office of the Participant as specified in Section I, C of this Agreement. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section. Mailed notices shall be effective three (3) business days after deposit in the mail. E. Conflict of Interest; Agency's or City's Representatives Not Individually Liable No member, official or employee of the Agency or the City shall have any personal interest, direct or indirect, in this Agreement; nor shall any such member, official or employee participate in any decision relating to this Agreement that affects his personal interest or the interest of any 02-13-85 3478p/2299/00 -20- • corporation, partnership or association in which he is, directly or indirectly, interested. No member, official or employee of the Agency or the City shall be personally liable to Participant or any successor in interest in the event of any default or breach by the Agency or the City, or for any amount that may become due to Participant or successor for any obligation under the terms of this Agreement. F. Enforced Delay, Extensions of Times of Performance Performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of public enemy, epidemics, quarantine restriction, freight embargoes, lack of transportation, governmental restriction or priority or acts by a governmental agency or entity excepting the City's growth management allocation system (other than the act or failure to act of the Agency or City shall not excuse performance by the Agency), litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplier, or any other cause beyond the control of the party seeking to be excused. An extension of time for any such cause shall only be for the period of the enforced delay. Times of performance under this Agreement may also be extended in writing by the Agency and the Participant. 02-13-85 3478p/2299/00 -21- G. Titles of Sections Any titles of the several Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. VI. DEFAULT, REMEDIES AND TERMINATION A. Defaults Subject to the extensions of time set forth in Section VF, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement; however, if the party who so fails or delays commences to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a notice specifying such failure or delay, and shall diligently prosecute such _ cure, correction or remedy to completion, then such party shall not be in default. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this agreement, any failure or delay by either party in asserting 02-13-85 any of its remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or deprive either such party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. B. Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, or recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such action shall not be brought unless the party seeking to institute proceedings has delivered or served written notice of default on the other party not less than thirty (30) days prior to filing suit. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate Municipal Court in the County, or in the Federal District Court in the Central District of California. C. Specific Performance I£ the Participant or the Agency defaults under any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30.) days of the service of the notice of default, the nondefaulting party, at its option, may institute 02-13-85 3478p/2299/00 -23- 0 0 an action for specific performance of the terms of this Agreement. D. Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement, except as to matters governed by federal laws and regulations. E. Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the Agency, service of process on the Agency shall be made by personal service upon the Chief Executive Officer of Chairman of the Agency, or in such other manner as may be provided by-law. In the event that any legal action is commenced by the Agency against the Participant, service of process on the Participant shall be made by personal service upon any authorized agent or person authorized by law to receive service of process for the Participant (or a successor) and shall be valid whether made within or without the State of California, or in such other manner as may be provided by law. F. Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative; and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 02-13-85 3478p/2299/00 -24- G. Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall -not operate as a waiver of any default or of any such rights or remedies or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. H. Counterparts This Agreement is executed in three (3) counterparts, each of which is deemed to be an original. I. Entire Agreement, Waivers and Amendments; Execution The Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter thereof. All waivers of the provisions of this Agreement must be executed in writing by the appropriate authorities of the Agency or the Participant and all amendments hereto must be executed in writing by the appropriate authorities of the Agency and the Participant. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of execution by the Participant or this Agreement shall be 02-13-85 L1 void, except to the extent that the Participant shall consent in writing to a further extension of time for the authorization, execution and delivery of this agreement. The date of this Agreement shall be the date when the Agreement shall have been signed by the Agency. IN WITNESS WHEREOF, the Agency and the Participant have duly executed this Agreement as of the date first above written. Date March 5 , 1985 ATTEST: Agedye- erk � Mary Ann Hanover THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO Chairman Phillip R. Schwartze APPROVED AS TO FORM: Tom Clark, Agency Counsel TO 21964 CA 006 36 CAT. NO. CA (1— TICOR TITLE INSURANCE :s, a (Corporation as a Partner of a Partnership) STATE OF CALIFORNIA1 SL COUNTY OF f i On C b�efor� m�e, the undersigned, a Notary Public in and for said State, personally appeared�o27h 1V\O./4 Y rMr Id . personally known to me orpruged-te-Ryes-e6cof'satisfAhery4viddee&tq be the person who executed 10) , Is the within instrument as the V l(,L. !'<P�` 4 resident, and Q nw.d S . .On, personally known to me IL s ho great within to be tl�a�persoq who execute the within insj�yment as the V�k PS.do..�} Senet"T of mi s) r Lthe LSM lV Cry the corporapon that execut¢d the within �' For on / �ehalf of, LI AN NO . (�a...�S�a.r. l'aD�s`ka+�a �:?T'�r• • s, ^r: q(, iNy-Kptr._-- _� the partnership that e_ecuted the within instrument, and acknowledged to me that such CHERYL A MARTIN corporation executed the same as such partner and that NOTARY PUBLIC 'CALIFORNIA such partnership executed the same. Om:r-. O7u`ITI h1Y tomnl. axplm DEC 23, 1980 WITNESS my hand and official seal. y Signature t''c .� (This area for official notarial seal) 02-13-85 3478p/2299/00 -26- 0 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On , 1985, before me, the undersigned a Notary Public in and for said State, personally appeared , ]mown to me or proved to me on the basis of satisfactory evidence to be the of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, a general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, a general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, that L/M No. 1 (SAN JUAN CAPISTRANO) INC. executed the same as general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, that L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES executed the same as general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership and that-WLBD (SAN JUAN CAPISTRANO) ASSOCIATES executed the same. WITNESS my hand and official seal. Notary Public 02-13-85 34780/22 I lt\ 0 o U ° `� IN T) -4F -CITY OF SAN JUAN CAM STRANO, COON OF ORANGE, STATE OF CALIFORNIA. 10 (a�S� 8 OENOC CONSULrANTB OF SOU'r4CPN CALIFORNIA Ott; f oy 22219 n MARK S ANOEASON, R.C.E. 26621 wsa�y.�3'�13 rrwwaua.r. w.rawr SEPTEMBER. Hao I�I�Irrnvrr!v m�r..s.srw no jylSr r t�� � J Pir.PLEL n. ia.ra cfi t I M �•�ryl� wr•,��Gf \\ N^WrirV//WMW.1/ / 4 . M Jy .rr•M �,,,r_ rN r, vww,•r,rl _ w� - SAN .M%M/.NVI M/1/ /M AMM G/ HJ .r,•�v. — '.i AWINS.YM.V YY M/L//Y! II r•,f✓!i '= Iw.� rA•YWY ` 1.NI I �- •it 'or This is not a survey of the land, but is conroiled for information only, nor is a part of the report policy to which It may be attached. ATTACHMENT NO a ( 72NNbNO Y23&0 NVnr N7'S .00a 9 O 2 • V ci 1 _ N NT EXFIBIT B Q Z J i ATTACHMENT NO. 2 PARTICIPANT COVENANTS RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of the ) City of San Juan Capistrano ) San Juan Capistrano ) California 92675 ) (Space above for recorder's use only) WHEREAS, WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership (the "Covenantor"), and the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO (the "Agency") have entered into a certain Participation Agreement dated March 5 , 1981 (the "Agreement", a copy of which is on file with the Agency at its offices and which is incorporated herein by reference) pursuant to which the Covenantor has agreed to subject certain real property belonging to the Covenantor (which property.is referred to as the "Affected Property", and is described in the "Legal Description of the Affected Property", which is attached hereto as Exhibit A and incorporated herein) to certain covenants; and WHEREAS, the enforcement of said covenants will ensure proper implementation of the Redevelopment Plan for the Agency (the "Redevelopment Plan"), and will, therefore, benefit the Agency and the City of San Juan Capistrano (the "Covenantee"); and WHEREAS, the Covenantee is the owner of that real property described in Exhibit B hereto as the "Benefitted Property" (which Exhibit B is attached hereto and incorporated herein); and WHEREAS, the Benefitted Property shall be benefitted and the Affected Property shall be affected by the covenants herein contained; and WHEREAS, the Covenantor and the Covenantee intendthat the Benefitted Property be deemed a dominant tenement and that the Affected Property be deemed a servient tenement if necessary or convenient to maintain the enforceability or effectiveness of the covenants herein contained; and 02-13-85 Attachment No. 2 34780/2299/00. Pace 1 of 3 0 0 WHEREAS, the Community Redevelopment Law (California Health & Safety Code §33000 et sec.) provides that a redevelopment agency shall establish covenants running with the land in furtherance of the relevant redevelopment plan; NOW, TEMPORE, the Covenantor agrees and covenants as follows: 1. Covenantor agrees for itself, and its successors and assigns, and every successor in interest to the Affected Property, or any part thereof that: (a) The Covenantor, and such successors and assigns shall comply with provisions of the Regulatory Agreement entered into by and among the County of Orange, the Bank of California N.A., and WLBD (San Juan Capistrano) Associates, a California limited partnership dated as of November 1, 1984 (the "Regulatory Agreement"), for the time set forth therein; (b) The Covenantor, and such successors and assigns shall cooperate with the Agency (insofar as permitted by law, including any conditions imposed by virtue of the use of mortgage revenue bond financing) to provide a preference in leasing to tenants referred by the Agency who may be displaced or seek relocation from elsewhere in the Project Area. Such preference shall apply to any of the forty (40) affordable units which may be available at the time. The rents to be charged shall be consistent with the Regulatory Agreement by and among the County of Orange, the Bank of California, N.A.; and WLBD (San Juan Capistrano) Associates, a California limited partnership. The Agency shall advise the Participant when the Agency has or will have a need for units. Such notice will be provided on a periodic basis, such as every six months. The Participant will cooperate in attempting to accommodate the Agency and any persons referred by the Agency as hereinabove provided. This covenant shall remain in effect for the duration of the Regulatory Agreement; and (c) There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Affected Property, nor shall the Covenantor itself or any person claiming under or 02-13-85 Attachment No. 2 through the Covenantor, establish or permit any such unlawful practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees, or vendees in the Affected Property. All deeds, leases, or contracts for the sale, lease, sublease or other transfer of the Affected Property shall contain such non-discrimin- ation provisions. The foregoing covenants as set forth in this part (c) of Section 1 shall run with the land and shall remain in effect in perpetuity. 2. Agreements and covenants contained herein shall be covenants running with the land and shall, in any event, and without regard to technical classification or designation, legal or otherwise, except only as otherwise specifically provided in the Agreement, be binding, to the fullest extent permitted by law and in equity with the benefit and in favor of, and enforceable by, the Agency, its successors and assigns and the Covenantee and its successors and assigns as to the Benefitted Property, or any part thereof, against the Covenantor, its successors and assigns and every successor in interest to the Affected Property, or any part thereof or any interest therein. WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership By: L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, general partner By: L/M NO.1 (SAN JUAN CAPISTRANO), INC., a California corporation, general partner By: Its: By: Its: 02 -13 -SS Attachment No. 2 3478/2299/00 Pace 3 of 3 lJ STATE Of CALIFORNIA as. COUNTY OF ORANGE 0 On , 1985, before me, the undersigned a Notary Public in and for said State, personally appeared known to me or proved to me on the basis of satisfactory evidence to be the of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, a general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limi-ted partnership, a general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, that L/M NO. 1 (SAN JUAN CAPISTRANO), INC., executed the same as general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, that L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES executed the same as general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership and that WLBD (SAN JUAN CAPISTRANO) ASSOCIATES executed the same. WITNESS my hand and official seal. Notary Public 02-13-85 3478p/22 .'FORM 100.29 (MODIIOD) Fee$ 3,194.00 ENDORSEMENT ATTACHED TO POLICY NO. 00772—A ISSUED BY Ticor Title Insurance Company of California THE COMPANY INSURES THE INSURED AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF SAID LAND FOR THE EXTRACTION OR DEVELOPMENT OF THE MINERALS EXCEPTED FROM THE DESCRIPTION OF SAID LAND OR SHOWN AS A RESERVATION IN SCHEDULE B. The total liability of the Company under said policy and any endorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This endorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. ENDORSEMENT A TiCOR TITLE INSURANCE COMPANY OF CALIFORNIA By President Attest .'" - Secretary EXHIBIT A Page 1 of 2 Principal Office: 6300 Wilshire Boulevard, P.O. Box 92792, Los Angeles. California 90009 0 SCHEDULE C THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 153 PAGES 12 TO 14 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN, UPON AND UNDER SA -ID LAND TOGETHER WITH ONE-HALF OF ALL RENTALS, ROYALTIES, BONUS PAYMENTS AND OTHER THINGS OF VALUE, HOW OR HEREAFTER ACCRUING FROM SAID UNDIVIDED ONE-HALF INTEREST, IN AND TO SAID SUBSTANCES, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 8, 1956 IN BOOK 3538 PAGE 550 OF OFFICIAL RECORDS AND RE-RECORDED JULY 20, 1956 IN BOOK 3584 PAGE 339 OF OFFICIAL RECORDS, EXHIBIT A Page 2 of 2 06 -9Z 1 ( 73NNbN, v33ao Nvnr N7s 1 .00z. M M R T QOb 4 ry m M C) ci 2 ad V W s V r W �' Z °L Z - O 3 uj H cc .O Q a v=i W N Z i 0 Sau Juan Capistrano Cont nl un i q' Rcdreelopmcnt Agency April 23, 1985 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Juan Gentlemen: Deferral of Receipt of Fees The Board of Directors of the San Juan Capistrano Community Redevelopment Agency at its regular meeting held March 5, 1985, adopted Resolution No. CRA 85-3-5-1 authorizing execution of the Cooperation Agreement between the Agency and the City of San Juan Capistrano with regard to the Downtown Center Redevelopment Project and WLBD (San Juan Capistrano) Associates. Copies of Resolution No. CRA 85-3-5-1 and the Cooperation Agreement are on file in the office of the Agency Secretary. Thank you for your cooperation. Very truly yours, MARY ANN ft"ANOVER, CMC Agency Secretary MAH/mac 32400 Paseo Adelanto San Juan Gipisvano California 92675 711-193-1171 4 - San Juan Capistrano Communitv Redevelopment Agency x _ March 8, 1985 Tom Clark Stradling, Yocca, Carlson & Rauth P. O. Box 7680 Newport Beach, California 92660-0680 Re: Community Redevelopment Agency Agreements Dear Mr. Clark: Enclosed are several agreements which require your signature as Agency Counsel of the Community Redevelopment Agency. A yellow clip is attached on those pages requiring your signature. After signing, please remove the yellow clips and forward as follows: (1) Two copies of the Cooperation Agreement between the City of San Juan Capistrano and the Community Redevelopment Agency. Please sign each copy and return them both to this office in the enclosed envelope. (2) Two copies of the Cooperation Agreement between the Capistrano Valley Water District and the Community Redevelopment Agency. One copy is to be returned to this office after you sign and is attached to our return envelope. The second copy is to be forwarded to the Capistrano Valley Water District and is enclosed with a cover letter and envelope to them. After signing this copy, please forward it to the Water District. 32400 Paseo Adelanto San Juan Capistrano California 92675 719-4934171 0 Tom Clark, Agency Counsel -2- i L_ March 8, 1985 (3) Two copies of the Participation Agreement between the Agency and WLBD (San Juan Capistrano) Associates. Please forward both copies to the William Lyon Company with the enclosed cover letter and envelope. Thank you for your cooperation. If you have any questions, please don't hesitate to call my office and speak with my Deputy, Mary Carlson. Very truly yours, gay a,41Nx/zr- y� MARY ANN HANOVER, CMC Agency Secretary MAH/mac Enclosures cc: Agency Director Deputy Director Director of Administrative Services ADMINISTRATIVE ITEMS CITY MANAGER 1. This item was continued from the meeting of February 19, 1985. Written Communications: Report dated February 19, 1985, and resubmitted March 5, 1985. Adoption or Resolution/Approval or Agreement: It was moved by Councilman Schwartze, seconded by Councilman Bland that the following Resolution be adopted: RESOLUTI COMMUNITY REDEVELOPMENT AGENCY - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, DETERMINING THAT THE DEFERRAL OF RECEIPT OF FEES IS OF BENEFIT TO THE DOWNTOWN CENTER REDEVELOPMENT PROJECT AND THE IMMEDIATE NEIGHBORHOOD IN WHICH THE PROJECT IS LOCATED AND AUTHORIZING EXECUTION OF COOPERATION AGREEMENT WITH THE COMMUNITY REDEVELOPMENT AGENCY The motion carried by the following vote: AYES: Councilmen Friess, Bland, Buchheim, Schwartze and Mayor Hausdorfer NOES: None ABSENT: None The Mayor and City Clerk were authorized to execute the Agreement on behalf of the City. 0 AGENDA ITEM TO: Honorable Mayor and City Council FROM: Stephen B. Julian, City Manager 0 Resubmitted March 5, 1985 February 19, 1985 SUBJECT: Resolution Approving an Agreement Between the Community Redevelopment Agency and the City of San Juan Capistrano SITUATION: The Cooperation Agreement between the Community Redevelopment Agency and the City of San Juan Capistrano is attached for your review. The agreement provides for the Agency to receive all fees, normally paid to the City, and guarantees that these fees will be paid to the City over a period of time. Fees collected, on behalf of the Capistrano Unified School District, will be paid to the District as necessary. While the funds remain in the Agency's control, interest in the amount of 12% per year will be accrued and paid to the City at the time repayment is made. FINANCIAL CONSIDERATION: The amount of funds which will be paid to the Community Redevelopment Agency total $2,237,187.50. This figure does not include some preliminary fees which have already been paid. COMMISSION/BOARD REVIEW AND RECOMMENDATION: Not applicable. ALTERNATIVE ACTIONS: Adopt the resolution approving an Agreement Between the Community Redevelopment Agency and the City of San Juan Capistrano and authorize the portion so designated to sign on behalf of City. Request further information. --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- RECOMMENDATION: By motion, adopt the resolution approving an Agreement Between the Community Redevelopment Agency and the City of San Juan Capistrano and authorize the parties so designated to sign on behalf of City. --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- Respectfully Submitted, Stephen B. Julian T SBJ/fwm J ` a s • RESOLUTION NO. DEFERRING 85-3-5-3 11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, DETERMINING THAT THE DEFERRAL OF RECEIPT OF FEES IS OF BENEFIT TO THE DOWNTOWN CENTER REDEVELOPMENT PROJECT AND THE IMMEDIATE NEIGHBORHOOD IN WHICH THE PROJECT IS LOCATED AND AUTHORIZING EXECUTION OF COOPERATION AGREEMENT WITH THE COMMUNITY REDEVELOPMENT AGENCY WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano (the "Agency") is authorized to carry out redevelopment activities pursuant to the Downtown Center Redevelopment Project (the "Project"); and, WHEREAS, the City of San Juan Capistrano (the "City") is authorized by law to assist the Agency in the implementation of the Redevelopment Plan for the Project Area (the "Redevelopment Plan"); and, WHEREAS, the City Council desires to authorize the deferral of certain fees to facilitate the implementation of construction activities to be undertaken pursuant to a Participation Agreement between the Agency and WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership (the "Participation Agreement"); and, WHEREAS, the City is to ultimately receive its fees, on a deferred basis and with accrued interest pursuant to the terms of the "Cooperation Agreement," which is attached hereto marked Exhibit "A" and is incorporated herein by reference. NOW, THEREFORE, the City Council of the City of San Juan Capistrano does hereby resolve as follows: SECTION 1. This City Council finds and determines that the deferral of fees is necessary to effectuate the purposes of the Redevelopment Plan. SECTION 2. This City Council consents to the payment by the Agency on a deferred basis of City fees with respect to all undertakings pursuant to the Participation Agreement. -1- 0 0 SECTION 3. The Mayor is authorized and directed to execute the Cooperation Agreement substantially in the form attached hereto marked Exhibit "A." PASSED, APPROVED AND ADOPTED this 5th day of March , 1985 ATTEST: FIR122 W. WE= STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARY ANN HANOVER, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 85-3-5-3 , adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the 5th day of March , 1985 , by the following vote: AYES: Councilmen Friess, Bland, Buchheim, Schwartze and Mayor Hausdorfer NOES: None ABSENT: None (SEAL) l/ jvL 4 MARY ANN NOVER, CITY CLERK- -2- San Juan Capislratl0 Q)mnlunux Rede% elupment Agcn<,, - February 21, 1985 Mr. John Markley William Lyon Company P. O. Box 7520 Newport Beach, California 92660 Re: Payment of Development Fees Dear Mr. Markley: The Community Redevelopment Agency of the City of San Juan Capistrano at its regular meeting held February 19, 1985, continued action on the following items to the meeting of March 5, 1985: a. Participation Agreement between the Community Redevelopment Agency and WLBD (San Juan Capistrano) Associates b. Resolution approving an Agreement between the Community Redevelopment Agency and the City of San Juan Capistrano C. Resolution approving an Agreement between the Community Redevelopment Agency and Capistrano Valley Water District The City Council at its meeting held the same evening continued action on the Resolution regarding Deferral of Receipt of Fees (WLBD Associates) and the Agreement with the Community Redevelopment Agency to the meeting of March 5, 1985. Copies of the agendas and staff reports will be forwarded to you prior to the March 5, 1985, meetings. 32400 Paseo Adelanto San Juan Capistrano California 92675 714-993-1171 William Lyon Comp -2- .ebruary 21, 1985 If you have any questions, please don't hesitate to call. Very truly yours, *4y ax� G MARY ANN HANOVIR CMC City Clerk MAH/mac cc: City Manager Capistrano Valley Water District s ADMINISTRATIVE ITEMS CITY MANAGER 1. • DEFERRAL OF RECEIPT OF FEES Written Communications: (1) Report dated February 19, 1985, from the City Manager, forwarding a Resolution which approves deferral of certain fees to facilitate the implementation of construction activities to be undertaken pursuant to a Participation Agreement between the Community Redevelopment Agency and WLBD (San Juan Capistrano) Associates. The Resolution also approves a Cooperation Agreement between the Community Redevelopment Agency and the City whereby the Agency will receive all fees normally paid to the City. The agreement guarantees that those fees will be paid to the City over a period of time. The report advised that fees collected on behalf of the Capistrano Unified School District will j be paid to the District as necessary; that funds remaining in the Agency's control will accrue interest in the amount of 128 per year. The amount of funds which will be paid to the Community Redevelopment Agency totals $2,237,187.50, which does not include some preliminary fees which have already been paid. (2) Memorandum dated February 19, 1985, from the City Manager, recommending the item be continued to the meeting of March 5, 1985. Continuance of Item: It was moved by Councilman Schwartze, seconded by Councilman Buchheim, and unanimously carried to continue this item to the meeting of March 5, 1985. MEMORANDUM February 19, 1985 TO: Honorable Mayor and City Council FROM: Stephen B. Julian, City Manager SUBJE Cr: Resolutions / Agreements - Payment of Development Fees The Council Agenda Item pertaining to the William Lyon Company (Item J -1-a) should be continued to the March 5, 1985 Council meeting. Staff will provide an oral report on this item. 9 SBJ:cj S/a San Juan Capistrano Community Rede%elopmem Agency MEMORANDUM TO: Interested Persons FROM: Mary Ann Hanover, Agency Secretary DATE: February 7, 1985 SUBJECT: Agreements for Payment of Development Fees The Community Redevelopment Agency of the City of San Juan Capistrano at its regular meeting held February 5, 1985, continued action on the Agreements for Payment of Development Fees for the following to February 19, 1985: (1) Community Redevelopment Agency/William Lyon Company, Tract 12276 (2) Community Redevelopment Agency/City of San Juan Capistrano (3) Community Redevelopment Agency/Capistrano Valley Water District The City Council of the City of San Juan Capistrano at its regular meeting held February 5, 1985, continued action on the following item to February 19, 1985: (1) Agreement with the Community Redevelopment Agency regarding Development Fees (William Lyon Company) 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 Development Fees -2- February 7, 1985 Copies of the agenda and staff reports will be forwarded to you prior to that meeting. If you have any questions, please don't hesitate to call. MARY ANN ANOVER MAH/mac cc: City Manager William Lyon Company Capistrano Valley Water District 0 0 AGREEMENT REGARDING Written Communications: Report dated February 5, 1985, from the Senior Administrative Assistant, advising that necessary information was not available and recommending the item be held over to the next meeting. With the concurrence of Council, Mayor Hausdorfer ordered the item held over until the meeting of February 19, 1985. AGENDA ITEM TO: FROM: SUBJECT SITUATION: ReeE-7-VCd 2/$/fS L • February 5, 1985 Stephen B. Julian, City Manager Pamela Gibson, Senior Administrative Assistant Agreement With Community Redevelopment Agency Re Development Fees (William Lyon Company) Information necessary for the completion of this agreement will not be available until a later date. The agreement can be agendized for the next meeting. COMMISSION/BOARD REVIEW & RECOMMENDATIONS: None FINANCIAL CONSIDERATIONS: None ALTERNATE ACTIONS: 1. Hold over until the next meeting. 2. Request further information. RECOMMENDATION: By motion, hold over the agreement until the meeting of February 19, 1985. Respectfully submitted, Pamela Gibson PHG:cj i)?C X ... �. iir«.... .9�d?�., ,�R�wwwww.• Tld 0 0 AGENDA ITEM February 5, 1985 TO: Stephen B. Julian, City Manager FROM: Pamela Gibson, Senior Administrative Assistant SUBJECT: Agreement With Community Redevelopment Agency Re Development Fees (William Lyon Company) SITUATION: This item will be submitted prior to the meeting. Respectfully submitted, Pamela Gibson PHG:cj Ted �-{ifi 1,.�! ! +e`et.1 r` -.G .: 4. `'�1. �....t'i ��;E ui•