12129121,11:49 AM Batch 1277 1 029 Confirmation
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https://gs.secure-recording-com/Batch/Confirmalion I 127 7 1 029 112 12129121 , 11 :49 AM Batch 1 27 7 1 029 Confi rmation
REFERENCE ONLY : 2O2L18 98427
RECORONG REOUESTED BY
City of Lancaster, City Clerk
Al{O WHEIiI RECOROED itAtL OOCUMEilTTOi
uouu City (llerk Department, (iity of Lancaster
ENEET AODiE'A
44933 Fern Avenue
ctTx STAre I
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Lancaster, CA 93534
Please reccrd pursuant to Government (lode Section 6103 - No Fee DI]VF,LOPMENT AGREI1MENT NO. 18.01
Titlo of Document
iFOR
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https://gs. secu re-record i n g. com/Batch/Confi rm alion I 1 27 7 1 029 2t2
RECORDING REQUESTED BY
City of Lancaster, City Clerk
AND WHEN RECORDED MAIL DOCUMENT TO:
,no". CiV Clerk Department, City of Lancaster
STREET ADDRESS
44933 Fern Avenue
CITY, STATE &
ztP cooE
Lancaster, CA93534
SPACE
Please record pursuant to Government Code Section 6103 - No Fee DEVELOPMENT AGREEMENT NO. 18-OI
Title of Document
USE ONLY
t
DEVELOPMENT AGREEMENT NO. 1 8-OI
By and Between
THE CITY OF LANCASTER
And
PALMDALE CAPITAL, LLC, AVANTI WEST VENTURES,LLC, DNY HOLDINGS, LLC,
DDCX, LLC, TIKKUN AVANTI, LLC, AND REPUBLIC AGORA, LLC
For the
AVANTT SOUTH SPECIFTC PLAN (Spl5-02)
48254977-t635.1 Page | 1
DEVELOPMENT AGREEMENT
(Development Agreement No. DA I 8-01)
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into in the City of Lancaster on the I l th day of September, 20 I 8, by and between the CITY OF LANCASTER, a charter city and municipal corporation ("City") and PALMDALE CAPITAL, LLC, a Califomia Limited Liability Company, AVANTI WEST VENTURES,LLC, a Califomia Limited Liability Company, DNY HOLDINGS, LLC, a California Limited Liability Company, DDCX, LLC, a Califomia Limited Liability Company, TIHHUN AVANTI, LLC, a Califomia Limited Liability Company and REPUBLIC AGORA, LLC, a New York Limited Liability Company (collectively, the "Owner"), pursuant to the authority of Sections 65864-65869.5 ("Califomia Vesting Statutes") of the Califomia Govemment Code,"the City's charter and the applicable provisions of the City's municipal code. The City and Owner are sometimes referred to herein individually as a "Party" andlor collectively as the "Parties."
RECITALS
INTENT OF THE PARTIES
A. To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of Califomia enacted the Califorria Vesting Statutes which authoize a City and any person having a legal or equitable interest in real property to enter into a development agreement and, among other things, establish certain development rights in property which is the subject of a development project application.
B. The Cify, a charter city, is authorized by its charter and the Califomia Vesting Statutes to enter into development agreements with persons and entities having a legal or equitable interest in real property, for the purposes of establishing predictability for both the City and the properly owner in the development process. The City enters into this Agreement pursuant to the provisions of the California Vesting Statutes, the Califomia Government Code, the City's General Plan (the "General Plan"), the City's charter and the Lancaster Municipal Code (the "City's Municipal Code") and all applicable City policies.
C. Owner is the ownership entity of the real property located in the City of Lancaster, County of Los Angeles, State of California, as further depicted and described in Exhibit A, attached hereto and incorporated herein by reference (the "Property"). Owner desires to develop the Property in accordance with the City Approvals (defined below).
D. Owner proposes the construction of a multi-use development on the Property, commonly referred to as the Avanti South Specific Plan Project (the "Project"), consisting of a maximum of 1,700 dwellings units, commercial and retail uses, and community / public facilities on approximately30T.T acres of undeveloped land within the southwestern portion of the City, approximately fivc (5) miles west of SR-14. 48254977-1635.1 Page | 2
E. The following approvals, entitlements, applications and findings (collectively the "City Approvals") are included with the overall Project:
i. Resolution No. l8-47, approving and adopting Specific Plan No. l5-02, the Avanti South Specific Plan;
ii. Ordinance No. 1047, approving Zone Change No. I 6-01 ; iii. Resolution No. 18-47, certifying Environmental Impact Report No. l6-01 (the "Project EIR");
iv. Resolution No. l8-47, approving General Plan AmendmentNo.16-01; and v. Resolution No. l8-47, approving Vesting Tentative Tract Map No. 74312.
F. The development of the Project also will require future discretionaryand ministerial approvals from the City that have not been reviewed or approved by the City prior to the Adoption Date (defined below) of this Agreement. These future discretionary and ministerial approvals by the City include, but are not limited to, additional tentative maps, final maps, conditional use permits, encroachment permits, grading permits, building permits, special pcrmits, site plan reviews, design review and certificates of occupancy (collectively, the "Subsequent Approvals"). The term Subsequent Approvals also references and includes any further project review required by the Califomia Environmental Quality Act ("CEQA"), including implementation of all mitigation measures, monitoring programs, regulatory permits and conditions adopted as part of the City Approvals.
G. To ensure that the intentions of the City and Owner with respect to the City Approvals are carried out, the Parties desire voluntarily to enter into this Agreement to facilitate development of the Project, subject to the conditions and requirements included in this Agreement.
H. The City Council has determined that development of the Project will fui1her the comprehensive planning objectives contained in the General Plan, as defined below, and will afford the City, its citizens and the surrounding region with the following benefits (collectively, the "Public Benefits"):
i. Fulfilling long-term economic and social goals for the City and the community, including amenities that the City and the residents desire; ii. Providing fiscal benefits to the City's general fund in terms of increased property tax and sales tax revenues to help support essential City services; iii. Providing job creation, both shorl-term consfiuction employment and long- term permanent employment in the City;
iv. Financing and constructing significant infrastructure improvements that will serve the region and the community;
v. Providing additional housing stock, commercial and retail opportunities and recreational amenities for use by the City and its residents; and Page | 348254977-1635.1
vi. The best interest of the Cify and public health, safety and welfare of its citizens will be serued by entering into this Agreement.
L This Agreement constitutes a current and valid exercise of the City's police powers to provide predictability to Owner in the approval and development process by vesting the permitted uses, density, intensity of use, timing and phasing of development consistent with the City Approvals in exchange for Owner's commitment to provide Public Benefits to the City.
J. The phasing, timing and development of public infrastructure necessitates a sigrrificant commitment of resources, planning and effort by Owner for the public facilities financing, construction and dedication to be successfully completed. ln retum for Owner's participation and commitment to these significant contributions of private resources for public purposes, the City is willing to exercise its authority to enter into this Agreement and to make a commitment of predictability for the development process for the Project and the Properry. The development of the Project and the Property will be necessary to generate the fees, tax revenue and other funding required for the public infrastructure.
K. The City's Planning Commission held a duly noticed public hearing on this Agreement on June 18,2018 and recommended approval of this Agreement to the City Council.
L. The Cify Council held a duly noticed public hearing on this Agreement on September 11, 2018. The City Council, on the recommendation of the Planning Commission, made findings and subsequently determined that the Project is one for which a development agreement is appropriate under the California Vesting Statutes and the applicable sections of the City's Municipal Code. The City Council approved and adopted this Agreement by Resolution No. l8-47 on September 11, 2018 (the "Adoption Date"), and the Agreement became effective on April 23,2019 (the "Effective Date").
NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, conditions and covenants hereinafter set fofth, the Parlies agree as follows:
48254977-t635.1 Page | 4
AGREEMENT
1 . Incomoration of Recitals. The Preamble, the Recitals and all defined terms set forth in both are hereby incorporated into this Agreement as if hereinafter fully and completely rewritten.
2. Incomoration of Exhibits. All exhibits attached to this Agreement are incorporated as a part of this Agreement. Those exhibits are:
3. Terms and Definitions. The following terms when used in this Agreement shall have the meanings set forth below. Certain other tenns shall have the meaning set forth for such term in this Agreement:
3.1. 'Adoption Date" is defined in Recital L.
3.2. 'Age Restricted Property" means any residential project developed exclusively for residents aged fifty-five (55) or greater, or any project that meets the requirements of Califomia Civil Code Section 51.3. Al1 Age Restricted Property within the Project shall carry with it a deed restriction requiring the properly be maintained as an Age Restricted Property.
"Annual Review" is defined in Section 17.1
"Applicable Laws" is defined in Section 8.
"Applicable Regulations" is defined in Section 16.2.
"Assignment and Assumptions Agreement" is defined in Section 10.1(b) and a sample form can be found at Exhibit B.
3.7 . "Builder's Tentative Map" means a map created for the purpose of designing individual residential lots or multi-family units for sale to end-user homeowners.
3.3 3.4
3.5 3.6
Exhibit Description
A. Legal Description of Property
B. Form Assignment and Assumption Agreement
C. Permitted Exactions
D. Infrastructurc Phasing
E. Park Phasing
48254977-t635.1 Page | 5
3.8. "California Public Records Act" is defined in Section 17.5.
3.9. "California Vesting Statutes" is defined in the introduction pangraph as the Califorria Government Code Sections 65864-65869.5, as amended.
3.10. "CC&Rs" is defined in Section 13.4.
3.1l."CEQA" is defined in Recital F as the California Environmental Quality Act as is codified in Califomia Public Resources Code Sections 21000 et.seq., and California Code of Regulations Title 14, Division 6, Chapter 3.
3.l2. "City" is defined in the introduction paragraph.
3.13. "City Approvals" is defined in Recital E.
3.14. "City's Municipal Code" is defined in Recital B.
3.15. "Construction" is defined in Section l3.l .
3 . I 6. "Construction Milestones" is defined in Section 1 3. 1 .
3.17. "Development Agreement Fee" is defined in Section 13.3.
3.18. "Development Exactions" is defined in Section 12.
3.19. "Effective Date" is defined in Recital L.
3.20. "Estoppel Certificate" is defined in Section 20.1.
3.21. 'Financing Map" is defined as any Tentative Map recorded for finance and conveyance purposes only.
3.22. "General Plan" is defined in Recital B.
3.23. "Indemnitees" is defined in Section 19.1.
3.24."Mello-Roos Community Facilities District" or "CFD" is defined as any district formed pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 et. seq., of the Califomia Government Code.
3.25. "Mortgage" is defined as a deed of trust or other financial encumbrance placed on the Propcrty, or any portion thereof.
3.26. "Morlgagee" is defined as any person or entity, including any deed of trust beneficiary who acquires title to the Property, or any portion thereof.
3.27 . "Optional Term" is defined in Section 5.
3.28. "Owner" is defined in the introduction paragraph. 4lzs4e77-t635.t Page | 6
3.29. "Permitted Exactions" is defined in Section 12 and Exhibit C.
3.30. "Project" is defined in Recital D.
3.3 I . "Property" is defined in Recital C and described in Exhibit A.
3.32. "Public Benefits" is defined in Recital H and its associated subsections.
3.33. "Public Improvements" is defined in Section 1 l.
3.34. "Public lnfrastructure" is defined in Section 13.2.
3.35. "Reserved Powers" shall mean that authority and those powers reserved in Section 15.
3.36. "Specific Plan" means the Avanti South Specific Plan.
3.37."Tentative Map(s)" mean any Project tentative map approved after the Effective Date, including a tentative parcel map, as defined in the Califomia Subdivision Map Act and Municipal Code.
3.38. "Subsequent Approvals" is defined in Recital F.
3.39. "Term" is defined in Section 5.
3.40. "Uniform Codes" is defined as the Uniform Administrative, and the International Building, Mechanical, Plumbing, Electrical, Fire Codes.
3.41. "Unit" is defined as a residential dwelling unit within the Project regardless of whether for sale or rent. This definition is provided for the purpose of calculating the Development Agreement Fee set forth in Section 13.4, and is not intended to allow for conversion ofnon-residential uses to residential uses.
4. Provisions Required by Statute. California Government Code Sections 65865.1 and 65865.2 provide, in part, that a development agreement shall speci$, the following:
4.1. Duration of the Agreement. See Section 5 of this Agreement.
4.2- Permitted uses of the Propefty. See Recital D and Section 7 of this Agreement.
4.3. Maximum height and size of proposed buildings. See City Approvals.
4.4. Reservation or dedication of land for public purposes. See City Approvals.
4.5. Periodic review, at least annually, to demonstrate good faith compliance with the development agreement. See Section l7 of this Agreement. 48254971-t635.1 Page | 7
E,F'F'ECTIVE TE AND TF"RM
5. Term. The term of this Agreement (the "Term") shall commence upon the Effective Date and continue for a period of twelve (12) years. Any development, construction, operation or use in connection with the Project that is initiated within the Tenn by the submittal of an application by or on behalf of Owner shall be deemed to comply with this Agreement Landowner shall have the option to extend the initial Term for a maximum of one (1) five (5) year extension for a total possible term ofseventeen (17) years (the "Optional Term") unless the Term is terminated, modified or extended by the tetms of this Agreement, or by mutual consent ofthe Parties hereto, provided: (a) Owner provides at least ninety (90) days advance written notice prior to the expiration of the initial Term of its intent to request the Optional Term; (b) Owner is in compliance with the Construction Milestones as outlined in Sections
13.1,13.2 and 13.3 of this Agreement; and (b) the Owner is not then in Default under this Agreement.
Upon request of thc Owner, the Optional Term shall be confirmed by a votc of the City Council, in writing, at least thirty (30) days prior to the expiration of the initial Term.
5.1. Extension of Term Due to Litiqation. In the event that litigation if filed by a third party (defined to exclude the City and Owner and any assignee or transferee of Owner) which seeks to invalidate this Agreement or any of the City Approvals or Subsequent Approvals, the Term shall be extended for a period equal to the length of time from the time a summons and complaint and/or petition are serued on the defendant(s)/respondent(s) until the resolution of the matter is final and not subject to appeal.
5.2. Automatic Termination of Agreement. This Agreement shall automatically be terminated, without any fuilher action by either Party or need to record any additional document upon the occuffence of any of the following:
5.2.l.Issuance of a Certificate of Occupancy. Upon issuance by the City of a final certificate of occupancy for a Unit, that Unit and its owner shall have no further obligations under and shall be released fi'om this Agreement automatically and without necessity of a separate instrument;
5.2.2.Non-Residential Sale. Upon the finalization of a non-residential sale or commercial sale of a lot in the Project, that lot and its owner shall have no further obligations under and shall be released from this Agreement automatically and without the necessity of a separate instrument; or
5.2.3.Conveyance to an Association. Upon the conveyance of any lot, parcel or other property, whether residential, commercial or open space, to a homeowner's association, property owner's association, or public or quasi-public entity, that lot, parcel or properby and its owner shall have no further obligations under and shall be released fi'om this Agreement automatically and without necessity of a separate instrument. Owner shall have no further obligations under and shall be released from 48254977-1635.1 Page | 8
the obligations and encumbrances of this Agreement for with respect to the released 1ot.
5.2.4.No Fonnal Action Required. No formal action by the City is required to affect any release occurring under this Section. However, within forty-five (45) days after Owner's request, the City shall sign and deliver an Estoppel Certificate or other similar document to acknowledge the release. Owner shall have no further obligations under and shall be released from the obligations and encumbrances ofthis Agreement with respect to the released Unit, lot, parcel or other property.
STANDARDS. LAWS AND PROCEDURES GOVERNING THE PROJECT
6. Vested Rieht to Develop. Owner shall have a vested right to develop the Project on the Project Site in accordance with the terms and conditions of this Agreement, the Project Approvals and other Applicable Laws. Nothing in this Section shall be deemed to eliminate or diminish the requirement of Owner to obtain any Subsequent Approvals required by law.
6.1. Extension of Approvals or City Approval.
6.l.l.Financine Map and Tentative Tract Map. Pursuant to Califomia Govemment Code Section 66452.6, the term of all Financing Map(s) and Tentative Tract Map(s) that are approved for all or any portion ofthe Property, both prior to and subsequent to the Effective Date, shall be automatically extended to a date coincident with the Term.
6.l.2.Discretionary Actions. Design reviews, use permits, variances and exceptions shall lapse according to the regulations in the City's Municipal Code or the Specific Plan.
7. Permitted Uses Vested by This Aereement. The permitted uses of the Project Site; the density and intensity of use of the Project Site; the maximum height, bulk and size of proposed buildings; provisions for reservation or dedication ofland for public purposes and the location of public improvements; the general location of public utilities; and other terms and conditions of development applicable to thc Projcct, shall be as set forth in this Agreement, the Project Approvals and, as and when they are issued (but not in limitation of any right to develop as set forth in the Project Approvals), the Subsequent Approvals.
8. Applicable Laws. The rules, regulations, official policies, standards and specifications applicable to the Project shall be those set fofih in this Agreement and the Project Approvals, and, with respect to matters not addressed by this Agreement or the Project Approvals, those rules, regulations, official policies, standards and specifications (including City ordinances, resolutions and codes) governing permitted uses, building locations, timing of construction, densities, design, heights, fees, exactions, and taxes in force and effect on the Effective Date of this Agreement (collectively, the "Applicable Laws"). 48254977-1635.1 Page | 9
9. Changes in Applicable Laws.
a) Non-Application of Chanees in Applicable Laws. Any change in, or addition to, the Applicable Laws, including, without limitation, any change in any applicable general or specific plan, zoning ordinance or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council or Planning Commission or by the electorate, as the case may be, which would, absent this Agreement, othetwise be applicable to the Project and which would conflict with the Applicable Laws, including this Agreement or the Project Approvals, sha1l not be applied to the Project or the Property unless such changes represent an exercise of the powers reseled to thc City in Section I 5 of this Agreernent or are otherwise expressly allowed by this Agreement or consented to in writing by Owner.
b) Amendments to Califomia Vesting Statutes. This Agreement has been entered into in reliance upon the provisions of the Califomia Vesting Statutes relating to development agreements, as those provisions existed as of the date of execution of this Agreement. No amendment or addition to those provisions which would materially affect the interpretation or enforceability of this Agreement shall be applicable to this Agreement, unless such amendment or addition is specifically required by the California State Legislature, or is mandated by a courl of competent jurisdiction. If such amendment or change is permissive, as opposed to mandatory, this Agreement shall not be affected unless the Parlies mutually agree, in writing, after following the procedures to amend this Agreement as set forth in Sections 16.7 and 16.8.
c) Chanses in Uniform Codes. Notrvithstanding any provision of this Agreement to the contrary, construction of the Project shall comply with changes occurring from time to tirne in the Uniform Codes pursuant to the Reserved Powers. d) Changes Mandated by Federal or State Law. This Agreement shall not preclude the application to the Project of changes in, or additions to, the Applicable Laws Ihat" are mandated by state or federal laws or regulations. In the event state or federal laws or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended if necessary to comply with such state or federal laws or regulations and City and Owner shall take such action as may be required pursuant to this Agreement including, without limitation, Section 26J6 (Covenant of Cooperation) and Section 21.4 (Extensions). Not in limitation of the foregoing, nothing in this Agreement shall preclude City from imposing on Owner any fee specifically mandated and required by state or federal laws and regulations. 48254977-1635.1 Page | 10
e) Special Taxes and Assessments. Owner shall have the right, to the extent pennitted by law, to protest, oppose and vote against any and all special taxes, assessments, levies, charges and/or fees imposed with respect to any assessment districts, Mello-Roos Community Facilities Districts, maintenance districts or other similar districts.
0 Applicable Rule/City Approval/Development Agreement Inconsistency. In the event of any inconsistency between any City Law, Land Use Regulation, City Approval, and the Avanti South Specific Plan and this Agreement, the Avanti South Specific Plan and this Agreement shall control.
10. Assignment.
10.1. Rieht to Assisn. The Owner shall have the right to sell, transfer, or assign this Agreement in whole or in part to any person, partnership, joint venture, limited liability company, firm or corporation at any time during the Term of this Agreement, without the prior written consent of the City, which shall not be unreasonably withheld, conditioned or delayed. In any event, any sale, transfer or assignment shall include the assignment and assumption of the rights and duties set forth herein, and shall be made in compliance with the following conditions precedent:
a) No sale, transfer, or assignment of any right of interest under this Agreement shall be made unless made together with the sale, transfer, or assignment of all or a parl of the Property. Any parlial transfer hereunder shall be in full compliance with the City's subdivision requirements.
b) Concurrent with any such sale, transfer or assignment the Owner shall notify City, in writing, of such sale, transfer, or assignment and shall provide City with an executed dgreement, in substantially their form attached hereto as Exhibit B, by the purchaser, transferee, or assignee and providing therein that the purchaser, transferee, or assignee expressly and unconditionally assumes all the duties and obligations of the Owner under this Agreement as to the Property or portions of the Property purchased (the "Assignment and Assumptions Agreement"). Any sale, transfer, or assignment that does not comply with the foregoing conditions shall constihrte a default by the Owner under this Agreement.
10.2. Release of Transferrins Owner. Notwithstanding any sale, transfer, or assignment a transferring Owner shall continue to be obligated under this Agreement unless such transferring Owner is given a release in writing by the City (the form of which is attached as parl of the Assignment and Assumption Agreement), which release shall be provided by City upon the fulI satisfaction by such transfering Owner of all the following conditions:
48254977-t63s.1 Page | 11
a) The transferring Owner no longer has a legal interest in all or any parl of the Properly except as a beneficiary under a deed of trust:
b) The transferring Owner is not then in default under this Agreement; and c) The transferring Owner has provided the City with the notice and executed agreement required under Subscction (b) ofSection 10.1 abovc.
10.3. Subsequent Assignment. Any subsequent sale, transfer, or assignment after an initial sale, transfer, or assignment shall be made only in accordance with and subject to the terms and conditions of this Section.
10.4. Morteasee Protection. The parties hereto agree that this Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by a Mortgagee, deed of trust or other security device securing financing with respect to the Properfy. Owner is hereby given the express right, in addition to any other rights herein granted, to grant a Mortgagee on its interests in this Agteement or any parls thereof under one or more Mortgagees and to assign this Agreement as collateral security for any such Mortgage. City acknowledges that the lenders providing such financingmay require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with the Owner and representatives of such lenders to negotiatc in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such intetpretation is consistent with the intent and purposes of this Agreement, as determined in the City's sole discretion.
10.5. Owner shall reimburse City for any and all of City's reasonable City Staff time and direct third parly costs associated with said negotiations, interpretations, and modifications and shall make reimbursement payment to City within thirty (30) days of receipt of an invoice (including copies of all back up documentation) from City.
10.6. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any Mortgage on the Properry made in good faith and for value, unless othetwise provided by law. b) The Mortgagee of any Morlgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by the Owner in the performance of Owner's obligations under this Agreement.
c) If the City timely receives a request from a Moftgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to the Owner. The Morlgagee shall have the right, but not the Page I 124825457'7 -t635.1
obligation, to cure such default within ninety (90) days after receipt of such notice, or if such default can only be remedied or cured upon obtaining possession of the Property, such Mortgagee shall have the right to seek or obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure such default within ninety (90) days after obtaining possession, and the City may not exercise any of its remedies under this Agreement until expiration of such ninety (90) day period; provided, that in the case of a default which cannot with diligence be remedied or cured, or the remedy or cure of which cannot be commenced, within such ninety (90) day period, the Mortgagee shall have such additional time as is reasonably necessary to remedy or cure such default. d) Any Mortgagee who comes into possession of the Properfy, or any part thereof, pursuant to forcclosure of the Morlgage or deed of trust , or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of thc Owner's obligations or other affirmative covenants of thc Owner hereunder, or to guarantee such performance, provided however, that to the extent that any covenant by City, the performance thereof shall continue to be a condition precedent to City's perfotmance hereunder, and further provided that any sale, transfer, or assignment by any Mortgagee in possession shall be subject to the provisions of this Agreement.
e) Any Mortgagee who comes into possession of the Properfy, or any portion thereof, pursuant to subsection (d) above and who elects not to assume the obligations of the Owner set forth herein shall not be entitled to any rights to develop which have or may have vested as a result of this Agreement. ll.Public Improvement. Owner shall construct, or cause to be constructed, those public improvements ("Public Improvements") necessary to serve the Project and as set forth in the Development Approvals. The Parties understand and agree that the Public Improvements, once constructed, will provide significant local and regional benefits to the City and the surrounding areas. Said Public Improvements shall be constructed in accordance with applicable City standards or the standards of any other public agerLcy having jurisdiction existing as of the Effective Date, to the reasonable satisfaction for the City Engineer, and in compliance with the Subdivision Map Act, including provisions requiring the posting of security.
12. Permit Conditions and Exactions (Fees and Charges). Notwithstanding anything to the contrary in the Development Approvals, the development impact fees established and imposed by the City pursuant to the California Mitigation Fee Act as set forth in California Govemment Code Sections 66000 et seq., user fees, linkage fees, assessments, charges, general or special taxes, municipal financing, land dedication requirements, fees and charges for on-site and off-site (i) storm drains and flood control facilities, (ii) roads and bridges, (iii) park and recreation facilities, (iv) water system mainlines and storage reservoirs, (v) treatment plant capacity, and (vi) traffic signals, as well as all other categories of exactions or conditions to development (collectively referred to as "Development Exactions") which may 482549',1',1-1635.1 Page | 13
be imposed by the City pursuant to any subdivision andlor land use application or which are related in any manner to development of the Property are limited for the first five (5) years of this Agreement to those Development Exactions currently adopted by the City, as of the Effective Date, a copy of which are included within the Existing Land Use Regulations attached hereto as Exhibit C and ("Permitted Exactions'"). City agrees that at the time of approval of tentative tract maps and parcel maps, or amendments to or modifications thereof or at the time of the granting of other approvals (whether discretionary or ministerial) or issuing any permits, it shall impose Permitted Exactions only.
After the expiration of the initial five (5) year fee freeze, the City Agees to phase in any new or increased Development Exactions as follows:
Year I - Units shall be assessed the original Permitted Exactions total plus 20Vo of the amount of increase between the original Development Exactions and the then-current Development Exactions.
Year 2 - Units shall be assessed the original Permitted Exactions total plus 40o/o of lhe amount of increase between the original Development Exactions and the then-current Development Exactions.
Year 3 - Units shall be assessed the original Permitted Exactions total plus 60Yo of the amount of increase between the original Development Exactions and the then-current Development Exactions.
Year 4 - Units shall be assessed the original Permitted Exactions total plus 80% of the amount of increase between the original Development Exactions and the then-current Development Exactions.
Year 5 - Units shall be assessed the original Permitted Exactions total plus 100% of the amount of increase between the original Development Exactions and the then-current Development Exactions.
12.1. Reduction of Permitted Exactions for Age Restricted Project. Any qualifying Age Restricted Project developed in the Project shall be eligible for an automatic reduction equivalent to twenty-five percent Q5%) of the then-current Permitted Exactions imposed by the City, excluding only the City's then-current and applicable Planned Local Drainage Facilify Fees and Biological Impact Fee.
13. Owner Obligations. As a material consideration for the long term assurances, Vested Rights, and other City obligations provided by this Agreement, and as a material inducement to the City to enter into this Agreement, Owner has offered and agreed to provide the Public Benefits to the City listed in this Section and has further agreed to comply with all of its obligations under this Agreement.
48254977-1635.1 Page | 14
13.1. Construction Milesiones. In order to preserve and maintain the provisions of this Agreement, Owner must commence Construction on the Project within eight (8) years from the Effective Date of the Agreement. For purposes of this Section, "Conshuction" is defined as one or more of the following: rough grading, finished grading, utility construction, infrastructure construction, and any other physical preparations or building conshuction, either on-site or off-site for the Project. 1 3. 1 . 1 . Notwithstanding any other provisions of this Agre ement, Owner is required to perform the following additional construction obligations :
1 3. 1 .1 .a. A minimum of three hundred (300) Units shall be constructed within the first ten (10) years of the Effective Date.
13.2. Road and Infrastructure Plannine. Owner shall phase and construct the road and infrastructure improvements (collectively the "Public Infrasfiucture") in accordance with the improvement list and milestone schedule attached hereto as Exhibit D and incorporated herein by reference.
13.3. Park Phasine. Owner shall phase and construct the Project's parks in accordance with the milestone schedule attached hereto as Exhibit E and incorporated herein by reference.
13.4. Development Agreement Fee. Upon issuance of the first building permit for a Builder's Tentative Map within a planning area for the Project, Owner shall pay to the City a one-time Development Agreement Fee of Three Hundred Fifty Dollars ($350.00) per Unit for the units covered by that Builder's Tentative Map.
13.5. Covenants. Conditions and Restrictions. Owner shall have the ability to reserve and record such covenants, conditions and restrictions ("CC&Rs") against the Property as Owner deems necessary and appropriate, subject to review and approval by the City Attorney, which approval will not be unreasonably withheld, to adequately address the Project's conditions of approval. CC&Rs may not conflict with this Agreement, the Specific Plan, or the General Plan. Before recording any CC&Rs, Owner shall provide a copy of the CC&Rs to the City for review by the City Attomey. Within sixty (60) days after receiving the proposed CC&Rs from Owner, the City Attomey shall provide Owner with either (i) a statement that the CC&Rs substantially comply with this Agreement, or (ii) written comments identifying each aspect of the CC&Rs the City Attorney believes may conflict with this Agreement.
14. City's Oblieations.
14.1. Diligent Processing of SubsequentApprovals. City staff shall diligentlyprocess, in good faith, the Subsequent Approvals. Nothing in this Section or Agreement shall be construed to limit or otherwise preclude any rights allocated to Owner under the Califomia Govemment Code, and the Permit Streaming Act. 48254977-1635.1 Page | 15
14.2. Fee Satisfaction. Credits and Reimbursements. Subject to the terms and provisions of this Agreement the City agrees that certain Development Impact Fees are deemed partially satisfied for the Project, as more fully described in this Section. Further, subject to the terms and provisions of this Agreement, the City agrees that the Project may be entitled to certain Development Impact Fee Credits and Third Party Reimbursements as more fully described in this section.
Owner may, pursuant to this Agreement, finance the construction of certain improvements, including, without limitation, roadways, sewer, water, reclaimed water, solid waste, park, multi-pulpose trails, drainage and/or other utilities which are the obligation of, and thus would otherwise be paid for fully or in part by, the City or other parties and which serve to benefit the Owner and other propefiies or which would be financed by existing or future City fees or other similar fees.
City and Owner agree that, in consideration for Owner financing and constructing improvements that qualifu for credit or third party reimbursement, Owner, upon entering into an improvement agreement with the City and posting security for improvements, shall be entitled to fee credits and/or third party reimbursements, in accordance with the procedures set forth in this Agreement.
14.2.1. Park and Recreation Facilities - With the exception of any Unit entitled to a reduction pursuant to Section 12. 1, Owner is entitled to a twenty-five percent (25%o) reilrction against all City Park and Recreation fees for each Unit constructed.
I 5. Reserved Authority.
15.1. Limitations. Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property.
a) Processing fees and charges of every kind and nature imposed by City to cover the actual costs to City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.
c) Regulations governing construction standards and specifications including, without limitation, the Uniform Codes and the City's building code, plumbing code, mechanical code, electrical code, fire code and grading code. d) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement. 48254977-t635.1 Page | 16
e) Regulations which are not in conflict with the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Propeffy. f) Regulations which are in conflict with the Development Plan provided Owner has given written consent to the application of such reguladons to development of the Properfy. Owner may withhold such consent in its subjective good faith business judgment.
15.2. Subsequent Approvals. In connection with any Future Development Approval or action which the City is permitted or has the right to make under this Agreement relating to the Project, the City shall exercise its discretion or take action in a manner consistent with this Agreement and such other standards, terms and conditions contained in this Agreement. Notwithstanding the foregoing, this Agreement shall not prevent the City from applying Subsequent Land Use Regulations which do not conflict with the Development Plan nor shall this Agreement prevent City from denying or conditionally approving Future Development Approvals on the basis of the Applicable Regulations or any Subse quent Applicable Regulations not in conflict with the Development Plan. Upon City's granting any Future Development Approval, such Future Development Approval shall become part of the Project Development Approvals.
15.3. State and Federal Laws and Resulations. In the event that State or Federal laws or regulations prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce
16. Development and Control of Development.
16.1. Control of Develooment. While this Agreement is in effect and subject to the City's Reservation of Authority, Owner shall have the vested right to develop the Property pursuant to and in accordance with the Applicable Regulations pursuant to this Agreement, including, without limitation, specific uses, densities, and types of uses provided for in the Applicable Regulations, and the City shall have the right to control the Development in accordance with the tems and conditions of this Agreement, the Project Development Approvals and all Applicable Regulations. Except as otherwise specified in the Project Development Approvals and this Agreement, the Applicable Regulations shall control the design and development, Future Development Approvals and all Off-Site Improvements and appurtenances in connection therewith. The Applicable Regulations are only those written rules, policies, ordinances, and resolutions described in Section 16.2 below. Owner and City shall use reasonable efforts to compile the Applicable Regulations in a permanent written form, which shall be kept on file in the Office of the City Clerk with a copy to each Party. 48254977-1635.1 Page | 17
16.2. Applicable Regulations. The regulations applicable to the development of the Property shall consist of the following requirements ("Applicable Regulations").
16.2.1. General Development Regulations. Except as otherwise specified in this Agreement, the ordinances, rules, regulations and official policies goveming the permitted uses of the Property, including but not limited to the permitted density and intensity of use, provisions for reseryation or dedication of land for public pu{poses, and the design, improvement, and construction standards and specifications applicable to Development of the Property shall be those ordinances rules, regulations, and official policies as they exist from time to time, except as provided for in the Project Development Approvals. In the event of a discrepancy between ordinances, rules, regulations and official polices and the Project Development Approvals, the Project Developmcnt Approvals shall govem the developmcnt standards of the Project.
16.2.2. Uses. Owner shall develop the Propefty, in accordance with the Project Development Approvals. No other uses shall be allowed on the Properly unless otherwise authorized by this Agreement, the Project Development Approvals, or the Applicable Regulations.
16.2.3. Application/Processinq Fees. Owner shall pay the application and processing fees customarily imposed on the type of entitlement andlor permit sought at the rate, and in the amount, imposed by City pursuant to the fee schedule, resolution or ordinance in effect at the time the application is deemed complete and accepted by City for action, which fees are designed to reimburse City's expenses attributable to processing such applications for entitlements, permits, or both.
16.3. Timing of Developmcnt. The Parties acknowlcdge that Owner cannot, at this time, predict when or the rate at which the phases of the Project will be developed or the order in which each phase will be developed. Such decisions depend upon numerous factors which are not within the control of the Owner', such as market conditions and demand, interest rates, absorption, completion and other similar factors. In particular, and not in any limitation of any of the foregoing, since the Califomia Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that failure of the parties therein to consider and expressly provide for the timing for development resulted in a later-adopted initiative restricting the timing of development to prevail over such pafiies' agreement, it is the Parties' desire to avoid that result by acknowledging that, unless otherwise providcd for in this Agreement, Owncr shall have the vestcd right to develop the Project in such order and at such rate and at such times as Owuer deems appropriate in the exercise of its business judgment, provided that Owner is in compliance with the City Approvals. Notwithstanding the above, the Owner is required to comply with the specific construction milestones set forth in Section 13.1 of this Agreement.
16.4. Phasine Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan.
482s4977-t635.1 Page | 18
16.5. Vested Riehts. By entering into this Agreement and relying thereon, Owner is obtaining the vested rights to proceed with the Development of the Property in accordance with the terms and conditions of this Agreement. By entering into this Agreement and relying thereon, the City is securing certain public benefits which enhance the public health, safety and welfare, aparlial listing of which benefits is set forth in Recital A above.
16.6. Amendments to Project Development Approvals. It is contemplated by City and Owner that Owner may, from time to time, seek amendments to one or more of the Project Development Approvals. Any such amendment shall be processed in accordance with the Applicable Regulations. Such amendments are contemplated by City and Owner as being within the scope of this Agreement as long as they are consistent with the Applicable Regulations and shall, upon approval by City, continue to constitute the Project Development Approvals as referenced hcrcin. The Parties agree that any such amendments shall not constitute an amendment to this Agreement nor require an amendment to this Agreement.
16.7. Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the bvent Owner finds that a change in the Existing Development Approvals is necessary or appropriate, Owner shall apply for a Subsequent Development Approval to effectuate such change and City shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, and such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit rrcrr and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined in City's reasonable discretion, a change to the Existing Development Approvals shall be deemed "minor" and shall not require an amendment to this Agreement provided such change does not:
(u) Alter the permitted uses of the Property as a whole; or, (b) lncrease the density or intensity ofuse of the Properly as a whole; or, (c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Properly, except where such deletion is authorized under the Development Plan; or,
(e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to CEQA.
16.8. Amendment or Cancellation of Aqreement. This Agreement may be amended or canceled in whole or in pafi only by mutual consent of the Parties in the manner provided for in Goverrment Code Section 65868. No amendment or modification of this Agreement or any provision hereof shall be effective unless set forth in writing and 4825497'7 -t635.1 Page | 19
signed by duly authorized representatives of each Party hereto. This provision shall not limit the City's or Owner's remedies as provided by Section 18.
16.9. Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Project is a private development, that the City has no interest in or responsibility for, or duty to third persons conceming the improvements set forth in the City Approvals. Owner shall have full power, over and exclusive control of the Property subject only to the limitations and obligations of Owner under this Agreement.
No partnership, joint venture or other association of any kind is formed by this Agreement.
17. Annual Review of Compliance with Asleement.
17.1. Periodic Review. The City and Owner shall review this Ageement at least once every l2-month period from the date this Agreement is executed ("Annual Review"). The City shall notify Owner in writing of the date for review at least thirty (30) days prior thereto.
Such periodic review shall be conducted in accordance with the Cify's Municipal Code and Govemment Code Section 65865.1.
17.2. Good Faith Compliance. During each Annual Review, Owner shall be required to demonstrate good faith compliance with the terms of this Agreement. Owner agrees to furnish such reasonable evidence of good faith compliance as the City, in the exercisc of its reasonable discretion, may require. If requested by Owner, the City agrees to provide to Owner, a cerlificate that Owner or a duly authorized Transferee is in compliance with the terms of this Agreement, provided Ownel reimburses the City for all reasonable and direct costs and fees incurred by the City with respect thereto.
17.3. Failure to Conduct Annual Review. The failure of the City to conduct the Annual Review shall not be an Owner default. Further, Owner shall not be entitled to any remedy for the City's failure to conduct this Annual Review.
17.4.Initiation ofReview bv Citv Council. In addition to the Annual Review, the City Council may at any time initiate a review of this Agreement by giving written notice to Owner.
Within thirty (30) days following receipt of such notice, Owner shall submit evidence to the City Council of Owner's good faith compliance with this Agreement and such review and determination shall proceed in the same manner as provided for in the Annual Review. The City Council may conduct a review pursuant to this Section only upon finding that probable cause exists to believe that the City's general health, safety, or welfare is at risk as a result of specific acts or failures to act by Owner.
17.5. Availability of Documents. If rcquested by Owner, the City agrees to provide to Owner, pursuant to the California Public Records Act (Califomia Govemment Code Sections 6250, et. seq.) or other applicable law, copies of any documents, reports or other items reviewed, accumulated or prepared by or for the City in connection with any periodic 482s4s77-t63s: Page | 20
compliance review by the City, provided Owner reimburses the City for all reasonable and direct costs and fees incurred by the City with respect thereto. The City shall respond to Owner's request on or before ten (10) business days have elapsed from the City's receipt of such request.
17.6. Events of Default: Remedies and Termination. Unless amended, modified, or suspended pursuant to Govemment Code Section 65869.5, this Agreement is enforceable by either Party hereto.
17.7. Defaults by Owner. If the City determines that Owner has not complied in good faith with the terms and conditions of this Agreement, the City shall, by written notice to Owner, specify the manner in which Owner has failed to so comply and state the steps Owner must take to bring itself into compliance. If, within thity (30) days after the effective date of notice from the City specifring the manner in which Owner has failed to so comply, Owner does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then Owner shall be deemed to be in default under the terms of this Agreement. The foregoing 30-day period shall be tolled during the pendency of any appeal undertaken.
Default of Owner shall also include, but not be limited to, Owner's failure to timely commence construction of the Public Improvements pursuant to this Agreement; Owner's failure to timely complete construction of the Public Improvements; Owner's failure to timely cure any defect in the Public Improvements; Owner's failure to perform substantial construction work on the Public Improvements for a period of 20 calendar days after commencement of the work; or Owner's failure to perform any other obligation concerning the Public lmprovements under this Agreement. Except as provided in Section 23 ("Attomeys Fees") City's remedies for Owner's breach shall be limited to those specified in Section 18.
17.8. Defaults by City. If Owner detemrines that the City has not complied in good faith with the terms and conditions of this Agreement, Owner shall, by written notice to the City, specify the manner in which the City has failed to so comply and state the steps the City must take to bring itself into compliance. If, within thirty (30) days after the effective date of notice from Owner specifying the manner in which the City has failed to so comply, the City does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then the City shall be deemed to be in default under the terms of this Agreement. Owner's remedies for City's breach shall be limited to those specified in Section 18.
18. Lesal Remedies.
48254977-1635.1 Page | 21
18.1. No Monetary Damages. Due to the size, nature, and scope of the Project, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement begins. After such implementation, Owner may not be able to change its mind on utilization of the Property and/or other benefits. Owner has invested significant time and resources and performed extensive planning and processing of the Development of the Property in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts. For the above reasons, the City and Owner agree that damages would not be an adequate remedy if the City fails to carry out its obligations under this Agreement and that Owner shall have the right to seek and obtain specific performance as a remedy for any breach of this Agreement. Moreover, the City would not have consented to this Agreement if it were to be subject to damages for breach of this Agreement. Therefore, Owner specifically agrees that it has no authority under this Agreement to seek monetary damages against the City for any breach of this Agreement by the City, and agrees not to seek monetary damages against the City for breach of this Agreement.
18.2. Specific Performance Remedy. The City and Owner fuilher acknowledge that, if Owner fails to carry out its obligations under this Agreement, the City shall have the right to refuse to issue any permits or other approvals that Owner would otherwise have been entitled to pursuant to this Agreement. Therefore, the City's remedy of denying issuance of permits or terminating this Agreement shall be sufficient in most circumstances if Owner fails to carry out its obligations hereunder. Notwithstanding the foregoing, if the City issues a permit or other approval pursuant to this Agreement in reliance (explicitly stated in writing) upon a specified condition being satisfied by Owner in the future, and if Owner then fails to satisfy such condition, the City shall be entitled to specific performance for the sole purpose of causing Owner to satisfy such condition. The City's right to specific performance shall bc limited to those circumstances set forlh above, and the City shall have no right to seek specific performance to cause Owner to otherwise proceed with the Development of the Project in any manner.
18.3. Institution of Leeal Action. In addition to any other rights or remedies, Owner or the City may institute legal action to cure, correct or remedy any default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation hereof to recover damages for any default, or to obtain any other remedies consistent with the purpose of this Agreement. Such legal action shall be heard by a referee from the Los Angeles County Superior Court pursuant to the reference procedures of the California Code of Civil Procedure Sections 638, et seq., Owner and the City shall agree upon a single referee who shall then try all issues, whether of fact or law, and report a finding and judgment thereon and issue all legal and equitable relief appropriate under the circumstances of the controversy before him/her. If Owner and the City are unable to agree on a referee within ten (10) days of a written request to do so by either Parly hereto, either Parly may seek to have one appointed pursuant to the Califomia Code of Civil Procedure Section 640. The cost ofsuch proceeding shall initially be borne equally by the Parlies. Any referee selected pursuant to this Section shall be considered a temporary judge appointed pursuant to Article 6, Section 2l of the Califomia Constitution. 482s4s7'7-t63s: Page 122
I9.lndemnity and Cost of Litigation
19.1. Hold Harmless. Owner agrees to and shall hold City, its officers , agents, employees and representatives (collectively, "Indemnitees") harmless from all liability, including but not limited to liability for damage or claims of damage for personal injury including death and claims for property damage which may arise from the direct operations of the Owner or those oftheir contractors, subcontractors, agents, employees or other pemons acting on their behalf which relate to the Project with the exception of any liability caused in whole or in paft by the negligence or misconduct of any of such Indemnitees. Owner agrees to and shall indemnify, defend with legal counsel of the Indemnitees' selection and hold harmless the Indemnitees from actions, including those for damages caused or alleged to have been caused by reason of Owner's activities in connection with the Project with the exception of any liability caused in whole or in part by the negligence or misconduct of any such Indemnitees.
This hold harmless agreement applies to all liabilities, including damages and claims for damages suffered or alleged to have been suffered by reason ofthe operations referred to in this paragraph,regardless of whether or not City prepared, supplied, or approved plans or specifications for the Project and whether or not the insurance policies referred to herein are applicable.
19.2. Environmental Assurances. Owner shall indemnify with legal counsel of the Indemnitees' reasonable selection and hold free and harmless the Indemnitees from any liability, based or asserled, upon any act or omission of Owner of Owen's officers, agents, employees, and contractors related to the Project, for any violation of any federal, state or local law, ordinances or regulation relating to industrial hygiene, solid or hazardous waste on, under or about the Project, or to environrnental conditions on, under, or about the Property, occurring from and after the Effective Date of this Agreement with the exception of any liability caused in whole or in parl by the negligence or misconduct of any such Indemnitees. Said violations shall include, but are not limited to, soil and groundwater conditions on, under or about the Project, and Owner shall defend, at its expense, including reasonable attorney's fees, the Indemnitees in any action based or asserted upon any such alleged act or omission of Owner, or Ownet's officers, agents, employees, and contractors related to the Project. The Indemnitees may, in their discretion and at their cost, participate in the defense ofany such action.
20. Estoppel Certificates.
20.1. Writtcn Rcquest. Either Party may at any time deliver writtcn notice to the other Party requesting an estoppel certificate (the "Estoppel Certificate") stating: (1) this Agreement is in full force and effect and is a binding obligation of the Parties; (2) this Agreement has not been amended or modified either orally or in writing or, if so amended, identifying the amendments; and (3) no default in the performance of the requesting 48254977-t635.t Page | 23
Party's obligations under this Agreement exists or, if a default does exist, the nature and amount of any default.
20.2.ThirIv (30) Davs to Respond. A Pady receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting Party within thirty (30) days after receipt ofthe request.
20.3. AuthorizedSignatories. TheCityManageroranypersondesignatedbytheCityManager may sign the Estoppel Cerlificates on behalf of the City. Any officer of Owner may sign on behalf of Owner.
20.4. Relianse. An Estoppel Cerlificate may be relied on by assignees and mortgagees.
20.5. Reimbursement. In the event that one Party requests an Estoppel Certificate from the other, the requesting Parly shall reimburse the other Party for all reasonable and direct costs and fees incurred by such Party with respect thereto.
21. Waivers and Delays.
21.l.No Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, and failure by a Party to exercise its rights upon a default by the other Party hereto, shall not constitute a waiver of such Party's right to demand strict compliance by such other Party in the future.
21.2. Third Parties. Non-perfofinance shall not be excused because of a failure of a third person.
21.3. Extensions. The Term of this Agreement and the time for performance by Owner or the City of any of its obligations hereunder shall be extended by the period of time that any of the events described in this Agreement exists andlor prevents petformance of such obligations. In addition, the Term shall be extended for delays arising from the following events for a time equal to the duration of each delay occurring during the Term:
21.3.1. Litigation. The period of time after the Effective Date during which litigation related to this Agreement or having the actual effect of delaying implementation of the Development of the Property is pending, including litigation pending on the Effective Date. This period shall include any time during which appeals may be filed or are pending.
2l .3.2. Govemment Agencies. Any delay resulting from the acts or omissions of the City or any other governmental agency or public utility and beyond the reasonable control of Owner except those related to the normal and customary processing of Future Development Approvals.
22. Notices.
22J. All notices required or provided for under this Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid, retum receipt requested, 48254977-t635.1 Pagel24
or by overnight delivery. Notices required to be given to the City shall be addressed as follows:
City of Lancaster
Attn: Community Development Manager
44933 F emAvenue, Lancaster, CA 93534
Ph: 661-723-6019
Fax: 661-723-5926
With a Copy To:
Mr. Joseph Adams, Esq.
Stradling Yocca Carlson & Rauth, P.C.
660 Newport Center Drive, Suite 1600
Newport Beach, CA92660
Ph: 949-725-4000
Fax: 949-725-4100
Notices required to be given to Owner shall be addressed as follows:
Royal Investors Group, LLC
Attn: Ms. Kris Pinero
Project Management Consultant
15821 Ventura Blvd., Suite 460
Encino, CA9l436
Ph: 818-981-3000, Ext. 110
Fax: 818-981-3606
With a Copv To:
Mrs. Kelly Alhadeff-Black, Esq.
Lewis Brisbois Bisgaard & Smith, LLP
28765 Single Oak Drive, Suite 140
Temecula, CA92590
Ph: 951-252-6154
Fax: 951-252-6151
22.2. A Party may change its address for notices by giving notice in writing to the other Party as required herein and thereafter notices shall be addressed and transmitted to the new address. All notices under this Agreement shall be deemed given, received, made or communicated on the earlier of the date personal delivery is affected or on the delivery date or attempted delivery date shown on the return receipt, or air bill.
23. Attornevs' Fees. If legal action is brought by either Party against the other for breach of this Agreement, including actions derivative from the performance of this Agreement, or to compel performance under this Agreement, the prevailing Party shall be entitled to an award of its 482s4s77-t63s.r Page | 25
costs, including reasonable attorneys' fees, and shall also be entitled to recover its contribution for the costs of the referee referred to in Section 17.7 above as an item of damage andlor recoverable costs. Attorneys' fees under this Section shall include attomeys' fees on any appeal and, in addition, aParty entitled to attorneys' fees shall be entitled to all other reasonable costs and expenses, including, without limitation, expert witness fees, incurred in connection with such action. In addition to the foregoing award of attorneys' fees to the prevailingParty, the prevailing Party in any lawsuit shall be entitled to its attomeys' fees incurred in any post- judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement.
24. Recording. This Agreement and any amendment or cancellation hereof shall be recorded, at no cost to the City, in the Official Records of the County of Los Angeles by the City Clerk within the period required by Section 65868.5 of the Government Code.
25. Effect of Aereement on Title.
25.1. Effect on Title. Owner and the City agree that this Agreement shall not continue as an encumbrance against any portion of the Property as to which this Agreement has terminated.
25.2. Severability of Terms. If any term, provision, covenant, or condition of this Agreement shall be determined invalid, void, or unenforceable, the remainder of this Agreemcnt shall not be affected thereby if the tribunal finds that the invalidity was not a material part of consideration for either Party. The covenants contained herein are mutual covenants. The covenants contained herein constitute conditions to the concunent or subsequent performance by the Party benefited thereby of the covenants to be perfonned hereunder by such benefited Party.
25.3. Subsequent Amendment to Authorizins Statute. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Legislation in effect as of the Effective Date. Accordingly, subject to Section _ above, to the extent that subsequent amendments to the Govemment Code would affect the provisions of this Agreement, such amendments shall not be applicable to this Agreement unless necessary for this Agreement to be enforceable or required by law or unless this Agreement is modified pursuant to the provisions set forth in this Agreement and Govemment Code Section 65868 as in effect on the Effective Date.
25.4. Local. State and Federal Laws. Owner and its contractors shall carry out the design and conshrrction of all private improvements on the Properly and all Public Improvements in conformity with all applicable laws, including, without limitation, all applicable federal, state and local occupation, employment, prevailing wage, safety and health laws, rules, regulations and standards. Owner agrees to indemnify, defend and hold the Indemnitees (as defined in Section 19.1) harmless from and against any cost, expense, claim, charge or liability relating to or arising directly or indirectly from any breach by or failure of Owner or its contractor(s) or agents to comply with such laws, rules or regulations.
Owner's indemnity obligations set forlh in this Section shall survive the termination or expiration of this Agreement.
48254977-1635.1 Pagel26
26. Rules of Construction and Miscellaneous Terms.
26.1. Enforced Delay. Extension of Times of Performance. Neither Party shall be deemed to be in Default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, eafthquakes, natural disasters or other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Pafty's employment force), govemment regulations, enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulations, court actions (such as restraining orders or injunctions), or any similar basis for excused performance or any other causes beyond the Party's control. If any such event shall occur, the Term or any Option Term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of thc Parlics for the period of time that such events prevcnted such performance, provided that the Term or any Option Term of this Agreement shall not be extended under any circumstances for more than two (2) years.
26.2.lntercretation This Agreement is the product of mutual negotiations and participation by both the City and the Owner. For purposes of construing the meaning or effect of this Agreement, or any portion hereof, it shall be presumed this Agreement was drafted by both Parties and not as if it had been prepared by one Party or the other. Each Party to this Agreement specifically acknowledges that it had sufficient opportunity to review the Agreement, confer with its separate legal counsel regarding the meaning of this Agreement and any provision contained herein and negotiate revisions to this Agreement.
Each Party relies solely upon its own judgment and the advice of its counsel in interpreting the provisions of this Agreement and is not relying on any representation, interpretation, presumed assent or implied agreement of the other Parfy which is not expressly contained in this Agreement. Accordingly, neither Party shall use or rely on Califomia Civil Code Section 1654Ln order to interpret any unceftainty in the meaning of this Agreement.
26.3. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.
26.4. Gender. The singular includcs the plural; the masculine gender includes the femininc; "shall" is mandatory, "mat'' is permissive.
26.5. No Joint and Several Liabilities. At any time that there is more than one Owner, no breach hereof by an Owner shall constitute a breach by any other Owner. Any remedy, obligation, or liability, including but not limited to the obligations to defend and indemnify the City, arising by reason of such breach shall be applicable solely to the Owner that committed the breach. However, the City shall send a copy of any notice of violation to all Owners, including those not in breach. In addition, a default by any Transferee shall only affect that portion ofthe Property owned by such Transferee and shall not cancel or diminish in any way Owner's rights hereunder with respect to any portion of the Property not owned by such Transferee. The Transferee shall be responsible for the reporting and Annual Review requirements relating to the portion of the Property owned by such Transferee, and any amendment to this Agreement between 48254977-t635.1 Pagel2T
City and a Transferee shall only affect the porlion of the Properly owned by such Transferee.
26.6. Time of Essence. Time is of the essence regarding each provision of this Agreement of which time is an elernent.
26.7. Rccitals. All Recitals set forth herein are incotporated in this Agreement as though fully set forth herein.
26.8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and this Agreement supersedes all previous negotiations, discussion and agreements between the Parties, and no parole evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof.
26.9. Authority to Execute Agreement. The person executing this Agreement on behalf of the Owner warrants and represents to the City that this Agreement has been duly approved by the Owner and that all applicable notices and procedures were complied with and that he/she is duly authorized by the Owner to execute this Agrccment on behalf of the Owner and has been duly authorized to do so.
26.10. Not for Benefit of Third Parties. This Agreement and all provisions hereof are for the exclusive benefit of the City and Owner and its Transferees and shall not be construed to benefit or be enforceable by any third party.
26J1. Countenrarts. This Agreement may be executed in any number of counterparts, and each of such counterparts for all purposes shall be deemed to be an original, and all of such counterparts shall constitute one and the same agreement.
26.12. Fufther Assumnces. Each Party covenants, on behalf of itself and its successors, heirs and assigns to take all actions, perform all tasks and to execute, with affidavit, acknowledgement or notarization if required, any and all documents and writings that may be necessary or proper to achieve the purposes and objectives of this Agreement.
26.13. Signature Pages: Facsimile Signatures and Execution in Counterparts. For convenience, the signatures of the Parties to this Agreement may be executed and acknowledged on separate pages in counterpads which, when attached to this Agreement, shall constitute that as one complete Agreement.
26.14. City Finding. The City hereby finds and declares that the execution of this Agreement is in the best interest of the public health, safety and general welfare and is consistent with all applicable City Laws including, without limitation, the General Plan as that same may be, from time to time, amended.
26.15. Covenant of Cooperation. City and Landowner shall coopcrate and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement. Such cooperation shall include entering into Implementing Agreements to implement the obligations established in this Agreement. 48254917-1635.1 Page | 28
[STGNATURE PAGES TO FOLLOW
48254977-t635.1 Page | 29
*CITY''
City of Lancaster, a California charter city and
municipal corporation
ATTEST:
City Clerk
City of Lancaster
APPROVED AS TO FORM
of
R.
City of Lancaster
48254977-t635.1 Page | 30
"Owl\ER''
PALMDALE CAPITAL, LLC California
Co
Member
LLC
AVANTI WEST VENTTIRES, LLC, A
California Limited
By:
Peiman S Member
DNY HO LLC, a California Limited
Liability Com
By:
David York, Managing Member
DDCX, LLC, a California Limited Liability
Company
By:
Fariborz M. Bardi, Managing Member
TIKKUN AVANTI, LLC, a California Limited
Liability Com
Behrooz
REPUBLI LLC,, a New York
Limited Company
N
IBy:
4825-4977 -1635.1 Page | 3l
66OWllER''
PALMDALE CAPITAL, LLC' a California
Limited Liability Company
Jamshid Goltche, Managing Member
Royal Investors, LLC
AVANTI WEST VENTURES, LLCO A
California Limited Liability Company
By
Peiman Shayan, Managing Member
DNY HOLD LLC, a California Limited
Liability
By:
David York,
DDCX, LLC, A
Company
California Limited
By:
Fariborz M. Bardi, Managing Member
TIKKUN AVANTI, LLC, a California Limited
Liability Company
By
Behrooz Haverim
REPUBLIC AGORA,LLC' a New York
Limited Liability Company
By:
Behzad Nehmadi
4825-4977-r635.1 Page | 31
a(OWNER"
PALMDALE CAPIT AL, LLC, a California
Limited Liability Company
By
Jamshid Goltche, Managing Member
Royal Investors, LLC
AVANTI WEST VENTURES, LLC, A
California Limited Liability Company
By:
Peiman Shayan, Managing Member
DNY HOLDINGS, LLC, a California Limited
Liability Company
By:
David York, Managing Member
DDCX, LLC, a California Limited Liabitity
Company
By
F Member
TIKKUN AVANTI, LLC, a California Limited
Liability Company
By:
Behrooz Haverim
REPUBLIC AGORA, LLC, a New York
Limited Liability Company
By
BehzadNehmadi
4825-4977-1635.1 Page | 31
CALIFORHIA ALI.PURPO$E ACKITIOIIIITEDCMEI{T CIVIL CODE S 11S9 A notary public or other officer completing this certiflcate veff]es only the identity of the individual who signed thedocument io which this certificate is attachid, and noi the truthfulnes*, *"ruruay, or validity of that document.
State of California
County ot t-ol 4nt6€c6s
o, ?/e f#_t berore me,
)
)
personally appeared fn-
Here lnsert Name and Tiile of the
IDA LTATF
who proved to me on the basis of satisfactory evidence to b9 the person(s) whose name(s) is/aresubscribed to the within instrument and acknowteogea io ** *tut rr"En"nr'|li **""ot"c the same inhis/herltheir authorized capacity(ies), and that.by hiy-h"er^heir signature(s) on tnJi?rstrument the person(s),or the entity upon behalf of which the person(siacted, "ieCutei the iniirumeni. -- -'
I certify under PENALry OF PERJURy under the laws
of the State of California that the foregoing paragraph is true and correct.
/.ffi+\ ENocHI{TLLER
W,':;lrffi,i'in$i.;,,
Name(s) of Signer(s)
WITNESS my officialseal.
Signature
Signature of Natary Pubtic
Place Notary Seal Above
OPTIONAL
Though fhis secflon is optional, completing this infarmatian can deter alteration of the document or frau du I e nt reattac h m en
Description of Attached Document
t of this form to an unintended document.
Title or Type of Document: Document Date:
Number of Pages: Signer6) Other Than Named Above:
Gapacity(ies) Gtaimed by Signer(s)
Signer's Name: Signer's Name:
[-lCorporate Officer - Tifle(s]:
n Partner - n Limited U General
D lndividual tJ Attorney in Fact
[-] Trustee n Guardian or Conservator
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[l Corporate
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ll lndividual
! Trustee
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Otticer - Title{s):
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@2014 National NotaryAssociation 'www.NationalNotary.org. 1-800-us NoTARy (1-800-g76-6827) ltem #5907 CATIFORHIA ALT.PURPOSE ACKIIIOWLEDGTJIEIIT clvrt coDE g llSs A notary pub
document to
lic or other officer completing this certificate verifies only the identity of the individual who signed thewhich this cerlificate is attached, and not the truthfulnesu, """urrcy,
* urruitv of that document.
Siate of Califorrria )
)County of 4na
On
Date
personally appeared
before me,
lvllnJ
Here lnsert Name and Tiile of the
Name(s) of Signe(s)
WITNESS my officialseal.
I certify under PENALW OF PERJURy under the tawsof the Siate of California that the foregoing paragraph is true and correct.
$ignature
Signature of Notary pubtic
Place Notary $eal Above
OPTIONALThough fhis secfibn is optional, completing this infarmatian aan deter alteratian of the doeument orfrau d u I e nt reattac h m ent Deseription of Attached Document
af this form ta an unintended document.
Title or Type of Document:
Number of pages: Signer(s) other Than Named Above:
Capacity(iesl Gtaimed by Signer(s)
$igner's Name: $igner's Name:LlCorporate
flPartner -tl lndividual
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Los Angelas
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EilOCH ITILLTR
Not. Publicry Californir
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@zAU National Notary Assoeiation . www.NationalNotary.org . 1-800-US NOTAFY fl-800-S76-SBzn ltem #590t CATIFORHIA ALL.PUNPOSE ACKIIOIII'LEDGMEHT CIVIL CODE S 1189 A notary public or other officer completing this certiflcate verifles only the identfty of the individual who signed thedocument to which this certilicate is attached, and not the truthfulnesu, ".curacy,
or validity of that document.
State of California
County of bs htl6^&-93
0n !lw ?a6a,c
Here lnsert Name and Tiile of the afficer
befors me,
personally appeared fuuuzk,
Name(s) of Signe(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/aresubscribed to the within instrument and acknowledged to me tfrat heisnefir1ii r^""ut*d the same inhislher/their authorized capacity(ies), and that.by his/r!*heir signatule(s) on the ihstr.ument the person(s),or the entity upon behalf of which the person(si acted, executei tne iniirumeni. - I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregolng paragraph is true and correct.
Description of Attached Document
Title or Type of Document:
Number of Pages: Signer(s) Other Than Named Above:
Capacity(iesl Glaimed by Signer{s)
Signer's Name:
Place Notary $eal Above
Though this section is aptional, completing
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U Corporate Officer - Title(s):
flPartner - tl Lirnited l_lGeneral
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WITNESS my otficialseal.
Signature
Signature of Notary Public
OPTIONAL
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Document Date:
Signer's Name:
{:lborporate O
tr Partner - Ll Limited [] General
t-.llndividual i-JAttorney in Fact
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@2014 National Notary Association . www.NationalNotary.org. 1-800-us NoTARy (1-800-g76-6824 ltem #5907 @^^,
ENOCH ilILLER
Notrry Publlc . Crltfornir
LoJ Anlclcr County
Commirsion I 2133171
Comm. txplrcs Oct 13, 2021
CALIFORHIA ALI-FURPOSE ACKIIIOIII'LEDGMEI{T ctvtL coDE s rlss A notary pub tic or other officer completing this certificate verifies only the identi{ydocument to which this of the individual who signed thecedificate ts attached, and not the truthfulness, accuracy, or validity of that document.
State of Galifornia
County of FUi \
0n
Date
personally appeared
before me,
Here Insert Name and Tiile of the
7k>
Place Notary Seal Above
Though ffifs secfion is optional, completing
fraud u I e nt reattac h m e nt af
OPTIONAL
Deseription of Attached Document
Title or Type of Document: Document Dats:Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies) Glaimed by $igner(s)
$igner's Name: Signer's Name:
this infarmatian can deter alteration of the doeument ar this form ta an unintended document-
Name(s) of Signe(s)
WITNESS my hand officialseal.
Signature
Signature of Notary pubtic
{-l Corporate
I Partner -I-l lndividual
Officer - Title(s);
U Limited t] Generat
I certifu, under PENALry OF PERJURy under the lawsof the State of California that the foregolng paragraph is true and correct.
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@2014 National Notary Association . www.NationalNotary,org . 1-800-US NOTARY (1-s00-S76-69a7) ttem #5902
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of I-ES A.N L tr-S )
On b€?1?M6€A ?,Ll before me llr-L
personally appeared Y OPK
who to me on the basis of satisfactory evidence to be the hose subscribed to the within instrument and acknowledoed to capacitffi\
me that
executed the same id@'er/their authorized and that by
n the instrument the per,:onI{
nt.
or the entity upon behalf of
which the executed the instrume
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS hand and cial seal.
Notary (Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETINC TgiS FORM
This form complies with current California statutes regarding notary wording and, ifneeded, should be completed and attached to the document Acknowledgments from other states may be completedfor documents being sent to that state so long as the wording does nol require the Caldornia notary to violate California notary law.
o State and County information must be the State and County where tlre document signer(s) personally appeared before the notary public for acknowledgment. . Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed' . The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). o Print the name(s) of document signer(s) who personally appear at the time of notarization.
o Indicate the correct singular or plural forms by crossing off inconect forms (i.e. he/she/theyr is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection ofdocument recording. r The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. o Signature of the notary public must match the signature on file with the office of the county clerk.
n Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. .1. Indicate title or type olattached document, number ofpages and date. * Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). r Securely attach this document to the signed document with a staple.
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
(Title 0r of attached document continued)
Numberof eages ? Document oate Q' l/'4
CAPACITY CLAIMED BY THE SIGN
-( tnoiviouatlsl
! Corporate Officer
ER
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tr Partne(s)
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i,l{-r1l tie:'iiicn rvr,vr,v Nr-rti:ry(-ll*5!i*t:.ccnl 8i.}t:^i*7::l-9!165 CALIFORNIA ALL. PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
)County of Lroo N e
on SEFT€M F€ R-2o.2 fbefore me, bL D U
name
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 KAilItTT GORDY
Not.ry publtc Ctlifirrnir
Los Angelas
Commlsrion /
Counly t2
Comm.
21281 0l
Explres l{ay 11,2021
N (Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIOI',IS FOR COMPLETING THi,S FORM
This fom complies with current California statutes regarding nolary wording and, ifneeded, should be completed and attached to the document Acknowledgments from other states may be completedfor documents being sent to that state so long as the wording does not require the Califtrnia notary to violate Caldornia notary law.
r State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. . Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. . The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). o Print the name(s) of document signer(s) who personally appear at the time of notarization.
r Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/theyr is /are ) or circling the correct forms. Failure to conectly indicate this information may lead to rejection of document recording' . The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. o Signature of the notary public must match the signature on file with the offrce of the county clerk.
t Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. * Indicate title or type ofattached document, number ofpages and date. .!. Indicate the capacity claimed by the signer' Ifthe claimed capacity is a corporate offtcer, indicate the title (i'e. CEO, CFO, Secretary). o Securely attach this document to the signed document with a staple.
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached documeni continued)
Number of Pages 3l oorr^"ntoate ? '/ /" /
I
of aftached document)(Title or description
8'olNO
CAPACITY CLAIMED BY THE SIGNER
ff+ndivioualls;tr Corporate Officer
( l iile)
tr Partner(s)
tr Attorney-in-Fact
tr Trustee(s)
Other
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