1 Recording Requested By:
CITY CLERK
When Recorded Mail To:
CITY CLERK’S OFFICE
276 Fourth Avenue
Chula Vista, CA 91910
TERMINATION OF BALANCED COMMUNITIES AFFORDABLE HOUSING
AGREEMENT AND
AFFORDABLE HOUSING TRANSFER AGREEMENT
THIS TERMINATION OF BALANCED COMMUNITIES AFFORDABLE
HOUSING AGREEMENT AND AFFORDABLE HOUSING TRANSFER AGREEMENT (“Termination Agreement”) is dated as of the __ day of ________, 2025, by and among Otay Land Company, LLC, a Delaware limited liability company (“Otay Land Company”), HomeFed Otay Land II, LLC, a Delaware limited liability company (“HomeFed Otay Land II”), HomeFed Village 8, LLC, a Delaware limited liability company (“HomeFed Village 8”) and the City of Chula Vista (“City”).
RECITALS
A. Otay Land Company, HomeFed Otay Land II and the City, are all of the parties to that certain Affordable Housing Transfer Agreement (“Transfer Agreement”) dated as of December 6, 2016, and recorded in th e Office of the Recorder of the County of San Diego, State of California on December 21, 2016, as Instrument No. 2016 -0700047. Otay Land Company, HomeFed Otay Land II and the City desire to terminate the Transfer Agreement and all of the Otay Land Company’s, HomeFed Otay Land II’s and City’s rights and obligations under the Transfer Agreement.
B. Otay Land Company, HomeFed Village 8 and the City, are all of the parties to that certain Balanced Communities Affordable Housing Agreement (“Affordable Housing Agreement”) dated as of August 4, 2020, and recorded in the Office of the Recorder of the County of San Diego, State of California on December 4, 2020, as Instrument No. 2020 -0776213. Otay Land Company, HomeFed Village 8 and the City desire to terminate the Transfer Agreement and all of the Otay Land Company’s, HomeFed Otay Land II’s and City’s rights and obligations under the Affordable Housing Agreement.
NOW, THEREFORE, Otay Land Company, HomeFed Otay Land II, HomeFed Village 8 and City, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
2 1. Termination of Transfer Agreement. Otay Land Company, HomeFed Otay Land II and the City: (i) terminate the Transfer Agreement; (ii) agree the Transfer Agreement no longer constitutes a burden and/or lien and/or encumbrance against any of the real property described in the Transfer Agreement; and (iii) agree none of Otay Land Company, HomeFed Otay Land II or the City shall have rights and obligations under the Transfer Agreement.
2. Termination of Affordable Housing Agreement. Otay Land Company, HomeFed Village 8 and the City: (i) terminate the Affordable Housing Agreement; (ii) agree the Transfer Agreement no longer constitutes a burden and/or lien and/or encumbrance against any of the real property described in the Affordable Housing Agreement ; and (iii) agree none of Otay Land Company, HomeFed Village 8 or the City shall have rights and obligations under the Affordable Housing Agreement.
3. No Novation . This Termination Agreement is made only with respect to the Transfer Agreement and Affordable Housing Agreement; nothing contained herein shall be deemed an amendment, novation, waiver, exoneration, revision or restatement of any other agreem ent, contract, instrument, deed of trust or agreement between HomeFed Otay Land II, HomeFed Village 8 and/or City, or any portions thereof, and the same shall remain in full force and effect, notwithstanding the execution hereof.
4. General Provisions.
(a) Counterparts. This Termination Agreement may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same agreement.
The parties agree that each such counterpart is an original and shall be binding upon all the parties, even though all of the parties are not signatories to the same counterpart.
(b) Recitals Incorporated . The Recitals to this Termination Agreement are hereby incorporated into this Termination Agreement by this reference.
(c) Severability. If any provision of this Termination Agreement is deemed to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed from the rest of this Termination Agreement and the remaining provisions shall cont inue in full force and effect.
(d) Counterparts. This Termination Agreement may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same agreement.
The parties agree that each such counterpart is an original and shall be binding upon all the parties, even though all of the parties are not signatories to the same counterpart.
(e) Signature Authority. All individuals signing this Partial Termination for a party which is a corporation, partnership, limited liability company or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the other parties hereto that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. 3 OTAY LAND COMPANY:
Otay Land Company, LLC, a Delaware limited liability company
By:_______________________________________
Print Name:________________________________
Its:_______________________________________
HOMEFED OTAY LAND II:
HomeFed Otay Land II, LLC, a Delaware limited liability company
By:_______________________________________
Print Name:________________________________
Its:_______________________________________
HOMEFED VILLAG3 8:
HomeFed Village 8, LLC, a Delaware limited liability company
By:_______________________________________
Print Name:________________________________
Its:_______________________________________
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
4 CITY:
City of Chula Vista
By:_______________________________________
Print Name:________________________________
Its:_______________________________________
Approved as to form:
City of Chula Vista
Office of the City Attorney
By:____________________________________
Print Name:_____________________________
Its:____________________________________
5 ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary public, personally appeared __________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________ (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who si gned the document to which
this certificate is attached, and not the
truthfulness,
accuracy, or validity of that document.
6 ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 202 4, before me, _________________________________, notary public, personally appeared __________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________ (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who si gned the document to which
this certificate is attached, and not the
truthfulness,
accuracy, or val idity of that document.
7 ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary public, personally appeared __________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________ (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who si gned the document to which
this certificate is attached, and not the
truthfulness,
accuracy, or validity of that document.
8 ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, ________________________ _________, notary public, personally appeared __________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/ they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury u nder the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________ (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who si gned the document to which
this certificate is attached, and not the
truthfulness,
accuracy, or validity of that document.