Poway City Council
August 16, 2022

Unof 4Wakeland Housing and Development Corporation v3
August 16, 2022, Item #13
City,
and
their
elected
and
appointed
officials,
officers,
employees,
agents,
contractors,
and
volunteers
(collectively,
including
the
Authority
and
the
City,
"Poway
Indemnitees")
from
all
costs
and
expenses
relating
to
such
defense
or
such
action,
including
reasonable
attorneys'
fees
and
costs,
and
all
other
costs
and
expenses
arising
out
of
such
action
including,
without
limitation,
any
settlement
payment
or
judgment.

Developer's
indemnification
obligations
under
this
Paragraph
will
survive
the
expiration
or
termination
of
this
Agreement
and
will
not
be
limited
by
any
insurance
coverage.

Section

2.10 Environmental
Review.

A.

Developer,
at
it
sole
cost
and
expense,
will
be
responsible
for
compliance
with
the
requirements
of
the
California
Environmental
Quality
Act
("CEQA")
pursuant
to
California
Public
Resources
Code
Sections
21000
et
seq.
and
California
Code
of
Regulations
Sections
15000
et
seq,
in
connection
with
the
acquisition
of
the
ground
lease
interest
in
the
Site
and
the
development
of
the
proposed
Project,
including
all
off-Site
improvements.

Developer
will
be
solely
responsible
for
paying
any
and
all
costs
and
expenses
associated
with compliance
with
applicable
CEQA
requirements
(including,
without
limitation,
any
required
Environmental
Impact
Report
and/or
other
required
environmental
documents).

Developer
will
respond
fully
and
in
a timely
manner
to
requests
for
information
from
the
Authority,
the
City
and
any
of
their
agents,
representatives
and
consultants.

Consideration
of
the
DDA
and
ground
lease
of
the
Site
by
the
Authority
are
conditioned
on
the
Authority's
determination
to
proceed
with,
modify
or
cancel
the
Project
based
on
the
results
of
the
subsequent
environmental
review.

Developer
must
not
undertake
or
unconditionally
commit
any
funds
to
physical
or
choice-limiting
actions,
including
property
acquisition,
demolition,
movement,
rehabilitation,
conversion,
repair
or
construction
prior
to
the
environmental
clearance.

Nothing
in
this
Agreement
shall
be
construed
to
compel
the
Authority
or
the
City
to
approve
or
make
any
particular
findings
with
respect
to
such
CEQA
documentation.

Developer
shall
provide
such
information
about
the
proposed
Project
as
may
be
required
to
enable
the
Authority
to
consider
any
CEQA-required
document
and
shall
otherwise generally
cooperate
with
the
Authority
to
complete
this
task.

B.

If
the
Authority,
in
its
sole
discretion,
determines
that
the
approval
of
the
DDA
and
ground
lease
of
the
Site
requires
non-feasible
mitigation
measures,
or
fails
to
yield
benefits
that
outweigh
significant unavoidable
impacts,
or
the
Authority
otherwise
determines,
in
its
sole
discretion,
not
to
make
any
finding
required
by
CEQA
as
a prerequisite
to
approval
of
the
DDA
and/or
ground
lease
of
the
Site,
the
Authority
may
terminate
this
Agreement,
without
penalty.

Upon
such
termination,
neither
Party
shall
have
any
further
duties,
obligations,
rights,
or
liabilities
under
this
Agreement,
except
for
those
rights
and
obligations that
expressly
survive
termination
of
this
Agreement.

C.

The
Parties
intend
this
Agreement
to
reflect
the
basic
understanding
between
them,
but
agree
that
the
transaction
contemplated
herein
shall
be
subject
to,
and
contingent
on,
the
Authority
Board's
approval,
and
the
City
Council's
approval
if
applicable,
in
its
respective
sole
discretion,
of
a
mutually
acceptable,
definitive,
and
final
DDA
as
may
be
negotiated
by
the
Parties,
the
Authority's
and
Developer's
execution
of
such
DDA,
and
final
CEQA
review
and
approval
by
the
Authority
Board
and
City
Council.

This
Agreement
does
not
constitute
a legally
binding
commitment
to
a specific
project,
to
the
proposed
Project,
or
to
the
ground
lease
of
the
Site.

Page
13 of
21 ~Hof
4Wakeland
Housing
and
Development
Corporation
v3
August 16, 2022, Item #13
Section

2.11 Health
and
Safety
Code
Section
33433
Report.

The
Authority
shall
prepare,
at
Developer's
sole
cost
and
expense,
the
necessary
documentation
pursuant
to
California
Health
and
Safety
Code
Section
33433
to
be
submitted
to
the
Authority
Board
and
the
City
Council
in
conjunction
with
the
Authority's
and
the
City's
consideration
of
any
DDA
that
is
prepared
pursuant
to
the
negotiations
under
this
Agreement.

The
summary
report
required
by
California
Health
and
Safety
Code
Section
33433(a)(2)(B)
will
contain
the
estimated
value
of
the
Site
determined
at
its
highest
and
best
use
under
the
Redevelopment
Plan
and
the
estimated
value
of
the
Site
determined
at
the
use
and
with
the
conditions,
covenants
and
development
costs
required
pursuant
to
the
proposed
DDA.

Section

2.12 Progress
Reports.

From
the
Effective
Date
and
every
fifteen
(15)
calendar
days
thereafter,
Developer
shall,
at
its
sole
cost
and
expense,
make
written
progress
reports
to
the
Authority
advising
the
Authority
representatives
of
the
status
of
Developer's
performance
of
obligations
required
by
this
Agreement,
the
status
of
negotiations
of
matters
stated
in
Article
2 of
this
Agreement,
and
the
status
of
studies
being
made
and
matters
being
evaluated
by
Developer
with
respect
to
this
Agreement and
the
proposed
Project.

Section 2.13
Project
Images.

Developer
hereby
consents
to
the
use
by
the
Authority
of
images
of
the
proposed
Project,
its
models,
plans
and
other
graphical
representations
of
the
proposed
Project
and
its
various
elements
("Project
Images")
in
connection
with
marketing,
public
relations,
and
special
events,
websites,
presentations,
and
other
uses
required
by
the
Authority
in
connection
with
the
proposed
Project.

Such
right
to
use
the
Project
Images
will
not
be
assignable
by
the
Authority
to
any
other
party
(including,
without
limitation,
any
private
party)
without
Developer's
prior
written
consent.

Use
by
the
Authority
of
Project
Images,
Developer's
name
or
the
names
of
its
affiliates
will
be
subject
to
Developer's
prior
approval,
which
will
not
be
unreasonably
withheld,
conditioned,
or
delayed.

For
any
Project
Images
provided
to
the
Authority
by
Developer,
Developer
will
use
reasonable
efforts
to
obtain
any
rights
and/or
consents
from
any
third
parties
necessary
to
provide these
Project
Image
use
rights
to
the
Authority.

In
the
event
that
the
Authority
and
Developer
enter
into
the
DDA,
the
Authority's
right
to
use
the
Project
Images
will
be
as
set
forth
therein.

Section 2.14
Community
Engagement.

The
Authority
and
Developer
shall
confer
and
seek
agreement
on
an
appropriate
strategy
to
obtain
input
from
community
members
regarding
the
proposed
Project.

At
a minimum,
Developer
shall,
at
its
sole
cost
and
expense,
take
the
lead
in
noticing
and
conducting
a
community
workshop
("Community
Workshop")
to
provide
information
and
solicit
input
regarding
the
proposed
site
plan
and
preliminary
design
of
the
proposed
Project
at
least
ninety
(90)
calendar
days
prior
to
consideration
by
the
Authority
Board,
but
not
later
than November
14,
2022.

The
Community
Workshop
shall
be
noticed
to
all
property
owners
and
occupants
within
a 500-foot
radius
of
the
Site.

Section 2.15
California
Surplus
Land
Act.

During
the
Negotiation
Period,
Developer
acknowledges
and
agrees
that
the
Authority
will
seek
informal
preliminary
approval
from
the
Housing
and
Community
Development
Department
of
the
State
of
California
("HCD")
of
the
Authority's
anticipated
disposition
of
the
Site
by
ground
lease
to
Developer
for
the
proposed
Project
pursuant
to
a mutually
negotiated
DDA,
in
conformance
with
applicable
law
set
forth
in
the
California
Surplus
Land
Act
(set
forth
in
California
Government
Code
Section
54220
et
Page
14 of
21 ~Ill.
4'wakeland
Housing
and
Development
Corporation
v3
August 16, 2022, Item #13
seq.). Developer shall cooperate with the Authority and provide its reasonable assistance with respect to the Authority's requests to HCD as described in this Section 2.15. If, during the Negotiation Period, HCD does not provide its preliminary approval, or provides its disapproval, of the Authority's anticipated disposition of the Site by ground lease to Developer, under applicable law set forth in the California Surplus Land Act, then the Authority may terminate this Agreement, without penalty. Upon such a termination of this Agreement, neither Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except for those rights and obligations that expressly survive termination of this Agreement. It is understood by Developer that, if HCD provides its preliminary approval as contemplated by this Section 2.15, then, if required by applicable law, the Authority will seek HCD's formal approval and consider actions under the California Surplus Land Act and the final Surplus Land Act Guidelines in conjunction with the Authority's approval of a mutually negotiated DDA.

ARTICLE 3.

GENERAL PROVISIONS
Section 3 .1 Limitation on Effect of Agreement. This Agreement shall not obligate either the Authority or the Developer to enter into a DDA or to enter into any particular DDA.

By execution of this Agreement, the Authority is not committing itself to, or agreeing to, undertake disposition of the Site or any other matter with respect to the Site. Execution of this Agreement by the Authority is merely an agreement to conduct a period of exclusive negotiations in accordance with the terms hereof, reserving for subsequent Authority Board and City Council action the final discretion and approval regarding the execution of a DDA and all proceedings and decisions in connection therewith. Any DDA resulting from negotiations pursuant to this Agreement shall become effective only if and after such DDA has been considered and approved by the Authority Board and, if required by law, the City Council, following conduct of all legally required procedures and processes, and executed by duly authorized representatives of the Authority and the Developer. Until and unless a DDA is signed by the Developer, approved by the Authority Board and City Council, if applicable, and executed by the Authority, no agreement drafts, actions, deliverables or communications arising from the performance of this Agreement shall impose any legally binding obligation on either Party to enter into, or support entering into, a DDA or be used as evidence of any oral or implied agreement by either Party to enter into any other legally binding document. Each Party assumes the risk that, notwithstanding this Agreement and good faith negotiations, the Authority and Developer might not enter into the DDA due to their failure to agree upon essential terms of a transaction or a decision by the Authority Board or, if applicable the City Council, not to authorize entering into and execution of the DDA.

Section 3.2 Notices. Formal notices, demands and communications between the Authority and Developer shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail, postage prepaid, return receipt requested, or sent by express delivery or overnight courier service, to the office of the Parties shown as follows, or such other address as the Parties may designate in writing from time to time:

1]8-.JQA41\rakeland Housing and Development Corporation v3 August 16, 2022, Item #13
To Authority:

With a Copy to:

To Developer:

Poway Housing Authority
13325 Civic Center Drive
Poway, CA 92064
Attn: Chris Hazeltine, Executive Director
Kane Ballmer & Berkman
515 S. Figueroa St., Suite 780
Los Angeles, CA 90071
Attn: Kendall D. Levan, Esq.

Wakeland Housing and Development Corporation
1230 Columbia Street, Ste. 950
San Diego, CA 92101
Attn: Peter Armstrong, VP, Real Estate Development
Such written notices, demands and communications shall be effective on the date shown on the delivery receipt as the date delivered or the date on which delivery was refused. For purposes of obligations to be performed by the Authority or of calculation of noticing under this Agreement, a business day on which the Poway City Hall is closed will not constitute a business day under this Agreement.

Section 3.3 Waiver of Lis Pendens. It is expressly understood and agreed by the Parties that no lis pendens shall be filed against any portion of the Site with respect to this Agreement or any dispute or act arising from it.

Section 3 .4 Right of Entry and License Agreement. The Authority and Developer intend on entering into that certain Right of Entry and License Agreement concurrently with this Agreement, in which the Authority will grant Developer a right of entry to enter the Site and license to perform the physical adequacy determination described in Section 2.7.A, above.

Developer shall indemnify, defend (with counsel reasonably acceptable to Authority and the City), protect, and hold harmless the Poway Indemnitees against any claims made against them which arise out of the activities of Developer or its contractors, subcontractors, agents, employees, licensees, invitees or guests on or concerning the Site during the term of this Agreement. The foregoing indemnity shall not extend to any claim arising solely from the Authority's or City's established gross negligence or willful misconduct.

Section 3.5 Insurance. Developer shall at all times during the Term of this Agreement keep in full force and effect all policies of insurance required under that certain Right of Entry and License Agreement described in Section 3.4, above, to protect against liability for bodily injury to or death of any person or property damage arising out of or in any way related to Developer's entry onto the Site or in connection with the proposed Project.

Section 3.6 Indemnification. Developer agrees to indemnify, defend, protect, and hold harmless the Poway lndemnitees against any suit, claim, loss, cost, demand, damage, expense, liability, lien, legal proceeding, enforcement action, administrative action or proceeding, cause of action (whether in tort, contract, under statute, at law, in equity, or otherwise), charge, award, assessment, fine, or penalty of any kind, including, but not limited to, reasonable attorneys' fees

19,/11),( 4Wakeland Housing and Development Corporation v3 August 16, 2022, Item #13
(including the reasonable value of the services of in-house counsel) and costs, any consultant and expert fees and expenses, any investigation costs of whatever kind or nature, and all financial or performance obligations arising from any judgment, decree, order, or other written decision or arising from any settlement, that directly or indirectly pertains or relates to, involves, or arises out of (A) any challenge of the validity, legality, enforceability of, or approvals relating to, (i) this Agreement or any amendment thereto, (ii) the DDA or any amendment thereto, (iii) any action approving a modification or change to the Poway Municipal Code, the Poway Zoning Code, or applicable land use plans or planning documents, (iv) any entitlements, or (v) any other approvals, permits, or actions that directly or indirectly relate to the proposed Project, or any amendment thereto; (B) the negotiation, formation, execution, enforcement, or termination of (i) this Agreement or any amendment thereto, (ii) the DDA or any amendment thereto, (iii) any entitlements, or (iv) other approvals, permits, or actions that directly or indirectly relate to the Project, or any amendment thereto; or (C) the performance of obligations or activities contemplated in this Agreement or any amendment thereto.

Section 3. 7 Costs and Expenses. Except as expressly provided in this Agreement, each Party shall be responsible for its owns costs and expenses in connection with any activities and negotiations undertaken in connection with this Agreement, and the performance of each Party's obligations under this Agreement.

Section 3.8 No Commissions. Except as may otherwise be provided in any DDA hereafter executed by the Authority, the Authority shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement or any DDA resulting from this Agreement. The Authority represents that it has engaged no broker, agent or finder in connection with this transaction, and Developer shall indemnify, defend, protect, and hold the Authority harmless from any claims by any broker, agent or finder retained by Developer.

Section 3.9 Defaults and Remedies.

A. Default. If a Party defaults with regard to any of the provisions of this Agreement, then the non-defaulting Party shall give written notice of a default to the defaulting Party, specifying the nature of the default and the required action to cure the default. If a default remains uncured thirty (30) calendar days after receipt by the defaulting Party of such notice, the non-defaulting Party may immediately exercise the remedies set forth in Paragraph B, below.

B. Remedies. Except for a default or breach of Developer with respect to Developer's indemnification, defense and hold harmless obligations set forth in this Agreement or any amendment thereto, for which the Authority shall have all remedies available at law or in equity, the non-defaulting Party's sole and exclusive remedy in the event of an uncured default by the Authority or Developer shall be to terminate this Agreement. Following such termination, no Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except that Developer's indemnification, defense and hold harmless obligations set forth in this Agreement shall survive such termination and be enforceable against Developer.

C. No Liability. Except as expressly provided in Paragraphs A and B, above, no Party shall have any liability to any other Party for damages or otherwise for any default or breach, nor shall any Party have any other claims with respect to performance under this

28/IOf 4Wakeland Housing and Development Corporation v3 August 16, 2022, Item #13
Agreement. Each Party specifically waives and releases any such rights or claims it may otherwise have at law or in equity.

Section 3 .10 Time is of Essence. Time 1s of the essence of every portion of this Agreement in which time is a material part.

Section 3.11 Nondiscrimination. Developer covenants and agrees that it will not discriminate against any employees or applicants for employment because of race, color, religion, creed, national origin, ancestry, sex, sexual orientation, age, disability, medical condition, or marital status.

Section 3 .12 Conflicts oflnterest.

A. No member, official, officer or employee of the Authority may have any personal interest, direct or indirect, in this Agreement, nor may any such member, official, officer or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she is, directly or indirectly, interested.

B. Developer warrants that it has not paid or given, and will not pay or give, directly or indirectly, any Authority member, official, officer or employee any money or other consideration at all, whether or not connected in any way with the subject matter of this Agreement. Further, Developer warrants that it has no knowledge of any financial interest of any Authority member, official, officer or employee in Developer, directly or indirectly, or in any person or entity affiliated with Developer, or in any transaction in which Developer is or has been involved.

C. Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. The Parties understand and agree that Developer has retained legal counsel and consultants in connection with the creation and implementation of this Agreement, and that such is not a violation of this Paragraph.

Section 3 .13 Heading/Captions. The headings and captions of the various sections and paragraphs of this Agreement have been inserted only for the purpose of convenience and are not a part of this Agreement and will not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

Section 3.14 Severability. Every provision of this Agreement is intended to be severable. If any provision of this Agreement or the application of any provision hereof to any Party or circumstance is declared to be illegal, invalid or unenforceable for any reason whatsoever by statute or a court of competent jurisdiction, such invalidity will not affect the other terms and provisions hereof or the application of the provision in question to any other Party or circumstance, all of which will continue in full force and effect.

Section 3 .15 Attorneys' Fees. If an action or court proceeding is brought by a Party against the other Party under this Agreement, whether for interpretation, enforcement or

k1-!ie,,{ 4Wakeland Housing and Development Corporation v3 August 16, 2022, Item #13
otherwise, the prevailing Party in any such action or proceeding shall be entitled to recover attorneys' fees and costs from the other Party.

Section 3.16 Governing Law. This Agreement and the legal relations between the Parties will be governed by, interpreted under, construed and enforced in accordance with, the internal laws of the State of California without reference to the rules governing the conflict of laws. This Agreement is made and entered into in the County of San Diego, California, and any legal actions or proceedings arising from or related to this Agreement will be brought in the County of San Diego.

Section 3 .17 Jointly Prepared. This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein will not be interpreted against any of them. Except as expressly limited by this Paragraph, all of the applicable rules of interpretation of contracts will govern the interpretation of any uncertainty or ambiguity of this Agreement.

Section 3 .18 Signing Authority. All individuals signing this Agreement for a Party which is a corporation, limited liability company, partnership 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 Authority 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.

Section 3 .19 Entire Agreement. This Agreement represents the entire agreement of the Parties hereto and integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements, oral or written, between the Parties with respect to acquisition and development of the Site or the proposed Project.

Section 3.20 Waivers/Amendments. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of the Parties. Except as otherwise expressly provided in this Agreement, any failure or delay by any Party in asserting any of its rights or remedies as to any default will not operate as a waiver of said default or of any rights or remedies in connection therewith or of any subsequent default or any rights or remedies in connection therewith, or deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

Section 3 .21 Counterparts. This Agreement may be executed in counterparts, each of which when so executed will be deemed an original, and all of which, when taken together, will constitute but one and the same instrument.

Section 3 .22 Assignment/Transfer. Developer understands that the Authority is entering into this Agreement based on the experience and qualifications of Developer and of the key individuals representing or employed by Developer as of the date of this Agreement Therefore, Developer will not assign, sell or otherwise transfer any or all of its rights, benefits, or obligations under this Agreement, or interest herein, without the prior written approval of the

!i!IOf 4Wakeland Housing and Development Corporation v3 August 16, 2022, Item #13
Authority. Further, no voluntary or involuntary successor in interest of Developer will acquire any rights or powers under this Agreement except as expressly set forth herein. For the reasons cited herein, Developer represents and agrees for itself and any successor in interest that prior to the expiration of the Term, and without the prior written approval of the Authority, there will be no significant change in the management or control of Developer or with respect to the identity of the parties in control of Developer, by any method or means. Developer will promptly notify the Authority of all changes whatsoever in the identity of the parties in control of or exercising the management of Developer, or any change in the degree of control or management, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Authority if there is any significant change (voluntary or involuntary) in membership, management or control, of Developer, or the persons in control of Developer, prior to the expiration of the Term. For purposes of this Paragraph, a significant change will mean any change in the identity of the CEO, the President, or any other person or persons having ultimate control over the day-to-day management of Developer or of the entities comprising Developer, or the appointment of a receiver or trustee to operate or exercise direct or indirect control over any portion of or interest in Developer or of the entities comprising Developer. Periodic, routine changes in board membership that cumulatively affect less than 50% of the membership of the board will not be considered a "significant change" under this Agreement. This Agreement may not be assigned by Developer, and no rights, benefits or obligations set forth in this Agreement may be transferred by Developer, without the express prior written consent of the Authority, which consent may be provided in the Authority's sole and absolute discretion. If, except as provided in this Paragraph, there is an assignment of this Agreement, a transfer of any rights, benefits or obligations set forth in this Agreement, or a change in the management or control of Developer or of the entities comprising Developer, which the Authority does not approve in writing, such assignment or transfer shall be deemed void and the Authority may take such reasonable action as it may deem appropriate including, without limiting the generality of the foregoing, terminating this Agreement and exercising any other of its rights and remedies available at law or in equity.

Section 3.23 No Third-Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the Authority, the City, and Developer and no other person shall have any right or cause of action under or by reason of this Agreement.

Section 3.24 Actions by the Authority. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of the Authority, the approval, consent, authorization, or waiver of the Authority's Executive Director shall constitute the approval, consent, authorization or waiver of the Authority without further action of the Authority Board, unless such approval, consent, authorization, or waiver is otherwise required by applicable law to be made by the Authority Board.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
[SIGNATURES ON FOLLOWING PAGE]

2EJrolf..4Jlakeland Housing and Development Corporation v3 August 16, 2022, Item #13
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates set forth opposite their signatures below. "AUTHORITY"
POWAY HOUSING AUTHORITY, a public
body, corporate and politic
By: ---------------Chris Hazeltine Dated
Executive Director
ATTEST:

By: ______________ _
Carrie Gallagher, CMC
City Clerk
APPROVED AS TO FORM:

KANE, BALLMER & BERKMAN
By:--------------­
Kendall D. Levan
Authority Special Counsel
"DEVELOPER"

WAKELAND

DEVELOPMENT

HOUSING AND
CORPORATION, a
California nonprofit corporation
*see notes below
By:--------------­
Name: --------------
Title: --------------
Dated: --------
By: ---------------
Name: --------------
Title: --------------
Dated: --------
*Notes: In accordance with California
Corporations Code Section 313, this document
must be executed by the Corporation's Chief
Executive Officer, President or Vice-President,
on the one hand, and the Corporations' Chief
Financial Officer, Treasurer, Assistant
Treasurer or Secretary on the other hand.

li!l!!Of 4Wakeland Housing and Development Corporation v3 August 16, 2022, Item #13

EXHIBIT
A
LEGAL

DESCRIPTION
APN:
275-460-61-00
ALL
THAT

PORTION
OF
THE
WEST
HALF
OF
THE

SOUTHEAST

QUARTER
OF

SECTION
35,

TOWNSHIP
13 SOUTH,
RANGE
2 WEST,
SAN

BERNARDINO

MERIDIAN,
IN
THE
CITY
OF
POWAY,
COUNTY
OF
SAN
DIEGO,
State
of
California,

ACCORDING
TO
THE

OFFICIAL
PLAT

THEREOF
MORE

PARTICULARLY

DESCRIBED
AS
FOLLOWS:

COMMENCING
AT
THE

SOUTHEAST
CORNER
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER
OF

SECTION
35;
THENCE

NORTHERLY
ALONG
THE

EASTERLY
LINE
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER,
NORTH
00°
35'
03 11
EAST,
A

DISTANCE
OF
495.10
FEET;
THENCE

WESTERLY
ALONG
A
LINE
THAT
IS

PARALLEL
WITH
THE

SOUTHERLY
LINE
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER,
NORTH
88°
11'
35"
WEST,
A

DISTANCE
OF
358.31
FEET
TO
A
POINT
THAT
IS
SOUTH
88°
11'
35 11
EAST,
A

DISTANCE
OF
526.78
FEET
FROM
THE

SOUTHEAST
CORNER
OF
LOT
1 OF
POWAY

MEDICAL
UNIT
NO.
1 RECORDED
JULY
2,
1975,
AS
MAP
NO.
8138
IN
THE
OFFICE
OF
THE
COUNTY

RECORDER
OF
SAN
DIEGO

COUNTY,
THENCE
NORTH
02°
06'
35"
EAST,
A

DISTANCE
OF

30.00 FEET
TO
A
POINT
ON
A
LINE
AS

DESCRIBED
WITHIN
AN
OFFER
TO

DEDICATE
(PUBLIC

HIGHWAY)

RECORDED
APRIL
10,
1975
AS
FILE
NO.
75-083154
OF

OFFICIAL

RECORDS,
SAID

DESCRIBED
LINE
BEING
THE

CENTERLINE
OF
SAID

PROPOSED
PUBLIC

HIGHWAY
AND
THE
POINT
BEING
THE
TRUE
POINT
OF
BEGINNING;
THENCE

FOLLOWING
SAID

CENTERLINE
NORTH
88°
11'
35 11
WEST,
A

DISTANCE
OF

17.99 FEET
TO
THE

BEGINNING
OF
A

TANGENT
CURVE

CONCAVE

NORTHEASTERLY
HAVING
A
RADIUS
OF
200.00
FEET;
THENCE

WESTERLY
AND

NORTHWESTERLY
ALONG
THE
ARC
OF
SAID
CURVE

THROUGH
A

CENTRAL
ANGLE
OF
55°
02'
35",
A

DISTANCE
OF
192.14
FEET;
THENCE

TANGENT
TO
SAID
CURVE
NORTH
33°
09'
00"
WEST,
A

DISTANCE
OF
157.47
FEET
TO
THE

BEGINNING
OF
A

TANGENT
CURVE

CONCAVE

SOUTHWESTERLY,
HAVING
A
RADIUS
OF
200.00
FEET;
THENCE
ALONG
THE
ARC
OF
SAID
CURVE

THROUGH
A

CENTRAL
ANGLE
OF
17°
56'
40",
A

DISTANCE
OF

62.64 FEET;
THENCE

LEAVING
SAID

CENTERLINE
NORTH
38°
54'
20 11
EAST,
A

DISTANCE
OF

30.00 FEET
TO
A
POINT
BEING
THE

SOUTHEASTERLY
CORNER
OF
LOT
5 OF
COUNTY
OF
SAN
DIEGO
TRACT
3591-2

RECORDED
AS
MAP
NO.
9871
ON

NOVEMBER
4,
1980,
IN
THE
OFFICE
OF
THE
COUNTY

RECORDER
OF
SAN
DIEGO
COUNTY;
THENCE
ALONG
THE

SOUTHEASTERLY
LINE
OF
SAID
LOT
5 NORTH
48°
55'
27 11
EAST
(NORTH
48°
53'
38"
EAST
PER
MAP
NO.
9871),
A

DISTANCE
OF
134.65
FEET
(134.77
FEET
PER
MAP
NO.
9871);
THENCE
NORTH
00°
39'
42"
EAST
(NORTH
00°
34'
35"
EAST
PER
MAP
NO.
9871),
A

DISTANCE
OF

90.07 FEET
(90.00
FEET
PER
MAP
NO.
9871)
TO
A
POINT
BEING
THE

NORTHEAST
CORNER
OF
SAID
MAP
NO.
9871,
SAID

NORTHEAST
CORNER
ALSO
BEING
NORTH
88°
11'
35"
WEST,
A

DISTANCE
OF
548.05
FEET
(548.20
FEET
PER
MAP
NO.
9871)
FROM
A
POINT
ON
THE

EASTERLY
LINE
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER
OF

SECTION
35;
THENCE
SOUTH
88°
11'
35 11
EAST,
A

DISTANCE
OF
202.92
FEET;
THENCE
SOUTH
02°
06'
35"
WEST,
A

DISTANCE
OF
165.14
FEET
TO
A
POINT
BEING
ON
THE

NORTHWEST
CORNER
OF
PARCEL
1 AS
SHOWN
ON
RECORD
OF
SURVEY
MAP
NO.
8601,

RECORDED

NOVEMBER
26,
1980,
IN
THE
OFFICE
OF
THE
COUNTY

RECORDER
OF
SAN
DIEGO
COUNTY
THENCE
ALONG
THE

WESTERLY
LINE
OF
SAID
PARCEL
1 SOUTH
02°
06'
35"
WEST,
A

DISTANCE
OF
299.88
FEET
TO
THE
TRUE
POINT
OF
BEGINNING.

EXCEPTING

THEREFROM
THAT

PORTION

DESCRIBED
IN

IRREVOCABLE
OFFER
TO

DEDICATE
REAL

PROPERTY

RECORDED
APRIL
10,
1975
AS
FILE
NO.
75-083152
AND
75-083154,
BOTH
OF

OFFICIAL

RECORDS,
AND

ACCEPTED
BY

RESOLUTION
NO.
83-075,

RECORDED

OCTOBER
25,
1983
AS
FILE
NO.
83-384442
OF

OFFICIAL
RECORDS.
25 of
47 EXHIBIT
A
August 16, 2022, Item #13
156
15 Porri'f
•rudo
/-lo
spi!m'

EXHIBITB SITE
PLAN
15611
il----­
-~-----~----~
~-----~
--~-~~~~~1
12630
1?620
1 6'%
12-6
74 12642
lvJ011
le
,/isl.J
Rd
I I I I I ... I I
I
~
I
1273
0 I
/-
1 I
/,,
L..--/ I
-------------------7
f
1')64()
1270
0 7,7141
2120
,2ns
127
44 I
I
I
'-
v
c
~
12750

12.695
I

12. 25
.

I
127U
~51
i
1541
8 1-:l Vl C n:
154'!0
VJ
v·2i
La
Gilr-d
en1a
12 757
I
1 1,,.______
\
I21s
1 I
1274
5 I
I
,-·ns
12-121
127B
I I
1272
4 12730

12.7,17
127
48 1541~
'12762
I
Via
So
rn
bras
I
L_
,~s~3s~2 ______________________
1 ____
_
26 of
47 EXHIBITB
August 16, 2022, Item #13

EXHIBIT C
ACTION

PRELIMINARY SCHEDULE OF PERFORMANCE

DEADLINE FOR COMPLETION
Approval of ENRA by Authority
Identification of Development Team -Section 2.2
Developer submission of conceptual site plans and
preliminary design for the Development -Section 2.3
Developer submission of financing proposal to Authority -Section 2.4
Physical adequacy determination deadline -Section 2.7
Developer receipt of financing commitments -Section

2.4 Developer submission of detailed Schedule of
Performance for the Project -Section 2.6
Developer must engage the community by holding a
public workshop to solicit input on the site plan and
preliminary design -Section 2.14
Preparation of Health and Safety Code Section 33433
Report
August 16, 2022
30 days from Effective Date or September 15,
2022
60 days from Effective Date or October 15, 2022
60 days from Effective Date or October 15, 2022
60 days from Effective Date or October 15, 2022
90 days after submittal of Financing Proposal or
November 14, 2022
120 days from Effective Date or December 14,
2022
At least ninety (90) days prior to DDA
consideration by Housing Authority and City
Council, by November 14, 2022
Not less than forty-five ( 45) calendar days prior to
Housing Authority and City Council consideration
ofDDA.

Publication of Public Notice of Section 3 34 3 3 Report and Not less than two weeks prior to Housing DD A/Ground Lease Authority and City Council consideration of DDA Authority Board and City Council Consideration of DDA Monday, February 13, 2023, or one-hundred and eighty (180) days from Effective Date, unless the
Negotiating Period is extended pursuant to Section

1.2 Execution of DDA TBD
Developer application for Entitlements TBD
City Council consideration of Entitlements TBD
Close of Escrow/Ground Lease of Site to Developer TBD
Commencement of Construction
27 of 47
TBD

EXHIBIT C
August 16, 2022, Item #13
Completion of Construction
100% Occupancy of Project
28 of 47
TBD
TBD

EXHIBITC
August 16, 2022, Item #13

RIGHT OF ENTRY AND LICENSE AGREEMENT

BY AND BETWEEN

POWAY HOUSING AUTHORITY
AND

WAKELAND HOUSING AND DEVELOPMENT CORPORATION
THIS RIGHT OF ENTRY AND LICENSE AGREEMENT ("Agreement") is entered into as of this __ day of _______ , 2022, ("Effective Date"), by and between the POWAY HOUSING AUTHORITY, a public body, corporate and politic, acting in its capacity as the designated entity that assumed the housing functions of the former Poway Redevelopment Agency pursuant to California Health and Safety Code Section 34176(6 )(3) ("Authority"), and WAKELAND HOUSING AND DEVELOPMENT CORPORATION, a California nonprofit corporation, ("Developer"), each a "Party" and collectively the "Parties", on the basis of the following facts:

RECITALS
A. The Authority, in its capacity as the housing successor to the former Poway Redevelopment Agency, holds fee title to certain real property located at 12674 Monte Vista Road in the City of Poway, County of San Diego, State of California, and more specifically identified as Assessor's Parcel No. 275-460-61-00 ("Site"). Developer desires to potentially lease the Site from the Authority for the construction and operation on the Site of a multi-family affordable rental housing development including units restricted for occupancy by very low-and extremely low­ income families at affordable rent in accordance with the California Community Redevelopment Law and units targeted to adults with developmental disabilities and military veterans and their families ("Proposed Project").

B. The Authority and Developer desire that Developer have an opportunity to conduct due diligence on the Site, which may include performing physical tests on the Site, in accordance with the terms of this Agreement, after the Parties enter into a written agreement to exclusively negotiate the terms and conditions for the Authority's potential ground lease of the Site to Developer and during that certain Negotiating Period defined in that certain Exclusive Negotiating Rights Agreement entered into by the Parties as of the 17th day of August, 2022 ("Exclusive Negotiating Rights Agreement" or "ENRA").

NOW THEREFORE, the Parties agree as follows:

1. Parties to the Agreement.
(a) The Authority is a public body, corporate and politic, acting in its capacity as the designated entity that assumed the housing functions of the former Poway Redevelopment Agency pursuant to California Health and Safety Code Section 34176(6)(3). The Authority's principal office is located at 13325 Civic Center Drive, Poway, California 92064, or such other

RIGHT OF ENTRY AND LICENSE AGREEMENT

MONTE VISTA HOUSING DEVELOPMENT
PAGE 1
Right of Entry and License Agreement-Wakeland Housing and Development Corporation vi 29 of 47 ATTACHMENT B
August 16, 2022, Item #13
location
of
which
notice
is
given
pursuant
to
this
Agreement.
"Authority"
as
used
in
this
Agreement
includes
any
assignee
of,
or
successor
to,
its
rights,
powers
and
responsibilities.
(b)
Developer
is
Wakeland
Housing
and
Development
Corporation,
a
California
nonprofit
corporation.

Developer's
principal
office
is
located
at
1230
Columbia
Street,
Suite
950,
San
Diego,
California
92101,
or
such
other
location
of
which
notice
is
given
pursuant
to
this
Agreement. 2.

Description
of
Site.

The
Authority
is
the
fee
title
owner
of
certain
real
property
located at
12674
Monte
Vista
Road
in
the
City
of
Poway,
County
of
San
Diego,
State
of
California,
more
specifically
identified
as
Assessor's
Parcel
No.
275-460-61-00, and
more
particularly
described
in
Exhibit
"A"
("Legal
Description")
and
illustrated
by
the
site
plan
in
Exhibit
"B"
("Site
Plan"),
which
are
attached
to
this
Agreement
and
hereby
incorporated
by
reference
("Site")
.

The
Site
comprises
approximately

2.06 acres.

3. Grant
of
Right
of
Entry
and
License.
(a)
Subject
to
and
conditioned
upon
the
terms
and
conditions
of
this
Agreement,
the
Authority
grants
to
Developer
and
its
authorized
agents
during
the
License
Term
(defined
below
in
Section
4)
a right
of
entry
onto
the
Site
and
temporary
and
conditional
license
("License")
to
perform
the
following
non-invasive
acts
on
the
Site
using
portable
(not
heavy)
equipment
(1)
obtain
soil
samples
(including
core
samples)
and
make
such
other
surveys,
investigations
and
tests
reasonably
necessary
to
determine
the
suitability
of
the
Site
for
the
development,
financing
and/or
construction
of
the
Proposed
Project;
and
(2)
conduct
reasonable
investigations
on
and
beneath
the
Site
and
all
improvements
thereon
to
determine
the
presence
of
Hazardous
Materials
and/or
other
soil
conditions
.

As
used
herein,
the
phrase
"Hazardous
Materials"
means
asbestos;
polychlorinated
biphenyls
(whether
or
not
highly
chlorinated);
radon
gas;
radioactive
materials;
explosives;
chemicals
known
to
cause
cancer
or
reproductive
toxicity;
hazardous
waste,
toxic
substances
or
related materials;
petroleum
and
petroleum
product,
including,
but
not
limited
to,
gasoline
and
diesel
fuel;
those
substances
defined
as
a "Hazardous
Substance",
as
defined
by
Section
9601
of
the
Comprehensive
Environmental
Response,
Compensation
and
Liability
Act
of
1980,
42 U.S.C.
9601,
et
seq.,
or
as
"Hazardous
Waste"
as
defined
by
Section
6903
of
the
Resource
Conservation
and
Recovery
Act,
42 U.S.C.
6901,
et
seq.;
an
"Extremely
Hazardous
Waste,"
a "Hazardous
Waste"
or
a "Restricted
Hazardous
Waste,"
as
defined
by
The
Hazardous
Waste
Control
Law
under
Section
25115,
25117
or
25122.7
of
the
California
Health
and
Safety
Code,
or
is
listed
or
identified
pursuant
to
Section
25140
of
the
California
Health
and
Safety
Code;
a "Hazardous
Material",
"Hazardous
Substance," "Hazardous
Waste"
or
"Toxic
Air
Contaminant"
as
defined
by
the
California
Hazardous
Substance
Account
Act,
laws
pertaining
to
the
underground
storage
of
hazardous
substances,
hazardous
materials
release
response
plans,
or
the
California
Clean
Air
Act
under
Sections
25316, 25281, 25501,
2550
I. I or
39655
of
the
California
Health
and
Safety
Code;
"Oil"
or
a "Hazardous
Substance"
listed
or
identified
pursuant
to
311
of
the
Federal
Water
Pollution
Control
Act,
33 U.S.C.
1321;
a
RIGHT
OF
ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE2
Right
of
Entry
and
License
Agreement-
Wakeland
Housing
and
Development
Corporation
vi
30 of
47 August 16, 2022, Item #13
"Hazardous Waste," "Extremely Hazardous Waste" or an "Acutely Hazardous Waste" listed or defined pursuant to Chapter 11 of Title 22 of the California Code of Regulations Sections 66261.1 through 66261.126; chemicals listed by the State of California under Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a chemical known by the State to cause cancer or reproductive toxicity pursuant to Section 25249.8 of the California Health and Safety Code; a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, materially damages or threatens to materially damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or government agency requires in order for the Site to be put to the purpose proposed by this Agreement; any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 et seq.; asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "low-level wastes," "high-level radioactive waste," "spent nuclear fuel" or "transuranic waste" and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code, Sections 25800 et seq.; hazardous substances regulated under the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., or the California Occupational Safety and Health Act, California Labor Code, Sections 6300 et seq.; and/or regulated under the Clean Air Act, 42 U.S.C. 7401 et seq. or pursuant to The California Clean Air Act, Sections 3900 et seq. of the California Health and Safety Code. (b) Developer may not use the Site for any other purpose without obtaining the Authority's prior written consent, which the Authority may grant, condition, or withhold, in its sole and absolute discretion.
(c) Developer must provide the Authority with five (5) calendar days' prior written notice before each act of entering the Site.
( d) Developer must promptly repair and restore any change to the condition of the Site and any damage caused by its entry onto the Site to the condition that existed immediately prior to such entry.

4. License Term.
(a) The License will not commence until all of the following conditions are met: (i) this Agreement will have been fully executed by the Parties, (ii) the Authority will have approved the evidence of Developer's insurance coverage required by Section 13, below, and (iii) the Authority will have approved a work plan describing the soils, environmental and other testing activities, surveying, and other Site investigations to be performed.

RIGHT OF ENTRY AND LICENSE AGREEMENT

MONTE VISTA HOUSING DEVELOPMENT
PAGE3
Right of Entry and License Agreement -Wakeland Housing and Development Corporation vi 31 of 47
August 16, 2022, Item #13
(b) The License will commence upon satisfaction of all conditions identified in Paragraph (a), above in this Section and be effective during the term and effectiveness of the ENRA and shall automatically expire, without need for further notice of any kind, upon the earlier to occur of (i) a determination by the Authority Board of Commissioners ("Authority Board") not to enter into a Disposition and Development Agreement ("DDA") with Developer or (ii) expiration or termination of the ENRA ("License Term"), provided that, if a DDA is approved by the Authority Board and is entered into by and between the Parties and remains in effect, then the License Term will continue until the earlier to occur: (i) the close of escrow for the ground lease of the Site by the Authority to Developer or (ii) expiration or termination of the DDA.

5. Compliance With Laws.

Developer, at its expense, will comply in all material respects with all applicable federal, state and local laws, ordinances, regulations, rules and orders with respect to the Site, including all applicable federal and state labor laws. Developer, its agents, contractors, licensees, employees or invitees will not permit to be placed upon the Site any Hazardous Materials, except for de minimis quantities used in compliance with all applicable environmental laws and required in connection with Developer's permitted activities under this Agreement. Developer will conduct all of its operations on the Site at its sole cost and expense.

6. Reports and Studies.

In consideration of the Authority's granting of the License, Developer will promptly provide the Authority with a copy of all reports and test results arising from the License which are not legally privileged.

7. License Nonassignable.

The License is personal to Developer and may not be assigned. Any attempt to assign the License will automatically terminate it, without the need for prior notice of any kind.

No legal title or interest in the Site is created or vested in Developer by this Agreement or the grant of the License.

8. Nonexclusive License.

The License is nonexclusive. Nothing contained herein will be construed to restrict or prevent the entry onto and use of the Site during the License Term of the License by the Authority, or its agents, consultants, assigns and other licensees. Developer must take all reasonable measures to minimize interference with the use of the Site by the Authority and any party permitted by the Authority to use the Site.

9. Relationship Between the Authority and Developer.

The Authority is granting the License to Developer as an accommodation. Nothing contained in this Agreement will be deemed or construed to create the relationship of principal and

RIGHT OF ENTRY AND LICENSE AGREEMENT

MONTE VISTA HOUSING DEVELOPMENT
PAGE4
Right of Entry and License Agreement -Wakeland Housing and Development Corporation v I 32 of 47
August 16, 2022, Item #13
agent or of owner and contractor or of partnership or of joint venture or of any association between the Authority and Developer other than that of licensor and licensee. No legal title or interest in the Site is created or vested in Developer by the grant of the License.

10. Removal of Liens.

Under no circumstance whatsoever shall any lien, including any design professional's, mechanic's, supplier's, contractor's, or subcontractor's lien, stop notice, or any lien for goods, labor, material, services or work delivered or performed on the Site, attach to or encumber the Site. If any design professional's, mechanic's, supplier's, contractor's, or subcontractor's lien, stop notice, or any other lien is filed for work done or claimed to have been done or for materials or services furnished or claimed to have been furnished, then such lien must be discharged by Developer at its sole cost and expense in a timely manner no later than sixty (60) calendar days thereafter whether by payment, release, or posting of a bond or other similar assurance. The Authority may, in its sole and complete discretion, bond or discharge the same by paying the amount claimed to be due, and Developer promises that it will reimburse the Authority for all sums paid by the Authority described in this Paragraph, together with reasonable attorneys' fees and costs, plus interest on those sums, fees, and costs from the date of payment at the highest rate allowed by law. Developer agrees that it will indemnify, defend, protect, and hold harmless the Authority from all liability for any and all liens, claims and demands, together with costs of defense and reasonable attorneys' fees, arising from any design professional's, mechanic's, supplier's, contractor's, or subcontractor's lien, stop notice, or any lien for goods, labor, material, services or work delivered or performed on the Site or claimed to have been delivered or performed on the Site. This indemnification obligation will survive expiration or termination of this Agreement and will not be limited by insurance coverage.

11. Surrender.

On or before the termination date for the License or expiration or termination of the License Term, Developer will remove all of its personal property from the Site and will ( except as prohibited by any local, state or federal agency) fill any excavations made by Developer to return the Site to its previous condition and will surrender possession of the Site to the Authority in good order and repair to the satisfaction of the Authority, normal wear and tear excepted.

12. Release and Indemnity.

Developer, as a material part of the consideration to be rendered to the Authority for the granting of the License, for itself and its successors and assigns, hereby agrees, to the furthest extent allowed by law, to indemnify, protect, defend, and hold harmless the Authority, the City of Poway ("City"), and each of their elected and appointed officials, officers, employees, agents, contractors, and volunteers (collectively, including the Authority and the City, "lndemnitees") from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the Authority, the City, Developer or any other

RIGHT OF ENTRY AND LICENSE AGREEMENT

MONTE VISTA HOUSING DEVELOPMENT
PAGE5
Right of Entry and License Agreement-Wakeland Housing and Development Corporation vi 33 of 47
August 16, 2022, Item #13
person, and from any and all claims, demands and actions in law or equity (including attorney's fees, and litigation expenses), arising or alleged to have arisen directly or indirectly, resulting from, or in connection with the exercise of this Agreement or the performance of any and all work to be done by Developer or its contractors, agents, successors and assigns pursuant to this Agreement, including, but not limited to:
(i) any and all risks of or exposure to any loss or liability arising from activities conducted by Developer on the Site under this Agreement; (ii) any and all claims arising from or relating to the transportation, storage, handling or use of any material taken from the Site pursuant to this Agreement, or from any substance, known or unknown, emanating or derived therefrom; and (iii) any and all claims for damage to the Site, any improvements thereon, or to the property or person of any third party, alleged to have been caused by, or in any way connected with the physical properties of the Site or any material taken from the Site pursuant to this Agreement.

Developer's obligations under this Section shall apply regardless of whether any of the Indemnitees are actively or passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages to the extent arising solely from the Authority's or City's established gross negligence or willful misconduct.

Nothing in this Section will be construed to mean that Developer will hold the Indemnitees harmless and/or defend them to the extent of any claims arising solely from the Authority's or City's established gross negligence or willful misconduct. The Authority agrees that it will fully cooperate with Developer in the defense of any matter in which Developer is defending and/or holding the Indemnitees harmless. The Authority may make all reasonable decisions with respect to its representation in any legal proceeding, including, but not limited to, the selection of attorney(s). The Authority will promptly notify Developer in writing of any such suit or claim. Subject to the above, Developer will have the right to select counsel and to control the defense and settlement of such claim; provided, however, that the Indemnitees will be entitled to participate in the defense of such claim and to employ counsel at Developer's expense to assist in handling the claim, and provided further, that Developer will not take any action in defense or settlement of the claim that would negatively impact the Indemnitees. Developer will not settle or compromise the defense of any such suit, claim, action, proceeding, cost, expense, damage, loss or liability on behalf of any of the Indemnitees, or permit a default judgment to be taken against any of the Indemnitees, without the prior written approval of the lndemnitees. Developer will use reasonable efforts to mitigate the damages or losses hereunder. This indemnity obligation will survive the expiration or termination of this Agreement and will not be limited by insurance coverage. Notwithstanding the foregoing, Developer will have no obligation to indemnify an Indemnified Party for loss, liability, claims, damages and expenses arising solely from Developer's discovery of Hazardous Materials already present on the Site prior to the commencement of the

RIGHT OF ENTRY AND LICENSE AGREEMENT

MONTE VISTA HOUSING DEVELOPMENT
PAGE6
Right of Entry and License Agreement-Wakeland Housing and Development Corporation vi 34 of 47
August 16, 2022, Item #13
License, so
long
as
Developer
has
not
materially
contributed
to
the
placement,
release
or
migration
of
such
pre-existing
Hazardous
Materials.

If
Developer
should
subcontract
all
or
any
portion
of
the
physical
tests
to
be
performed
under
this
Agreement,
Developer
shall
require
each
subcontractor
to
indemnify,
protect,
hold
harmless
and
defend
the
Authority,
the
City
, and
each
of
their
elected
and
appointed
officials,
officers,
employees,
agents,
contractors,
and
volunteers
in
accordance
with
the
terms
of
this
Section.

Developer
further
agrees
that
the
use
for
any
purpose
and
by
any
person
of
any
and
all
public
improvements
required
under
this
Agreement,
shall
be
at
the
sole
and
exclusive
risk
of
Developer,
unless
any
loss,
liability,
fines,
penalties,
forfeitures,
costs
or
damages
arising
from
said
use
were
caused
to
the
extent
arising
solely
from
the
Authority's
or
City's
established
gross
negligence
or
willful
misconduct.

Notwithstanding
the
preceding
paragraph,
to
the
extent
that
the
subcontractor
is
a
"design
professional"
as
defined
in
Section
2782.8
of
the
California
Civil
Code
and
performing
work
hereunder
as
a
"design
professional"
shall,
in
lieu
of
the
preceding
paragraph,
indemnify,
hold
harmless
and
defend
the
Authority,
the
City,
and
each
of
their
elected
and
appointed
officials,
officers,
employees,
agents,
contractors,
and
volunteers
from
any
and
all
loss,
liability,
fines,
penalties,
forfeitures,
costs
and
damages
(whether
in
contract,
tort
or
strict
liability,
including
but
not
limited
to
personal
injury,
death
at
any
time
and
property
damage),
and
from
any and
all
claims,
demands
and
actions
in
law
or
equity
(including
reasonable
attorney's
fees
and
litigation
expenses)
to
the
extent
that
any
loss,
liability,
fines,
penalties,
forfeitures,
costs,
damages,
claims,
demands
or
actions
in
law
or
equity
arise
out
of,
pertain
to,
or
relate
to
the
negligence, recklessness
or
willful
misconduct
of
such
subcontractor,
its
principals,
officers,
employees
or
agents
in
the
performance
of
this
Agreement.

In
no
event
shall
the
cost
to
defend
charged
to
the
design
professional
exceed
the
design
professional's
proportionate
percentage
of
fault.

However,
notwithstanding
the
previous
sentence,
in
the
event
one
or
more
defendants
is
unable
to
pay
its
share
of
defense
costs
due
to
bankruptcy
or
dissolution
of
the
business,
the
design
professional
shall
meet
and
confer
with other
parties
regarding
unpaid
defense
costs.

Developer
agrees
to
fully
and
finally
release
the
Indemnitees
from
any
and
all
claims,
demands,
actions,
or
suits
of
any
kind
or
nature
arising
out
of
any
liability,
known
or
unknown,
present
or
future,
including,
but
not
limited
to,
rights
or
claims
for
implied
contribution
or
indemnity,
or
any
claim
or
liability
based
or
asserted
pursuant
to
any
law
or
ordinance
which
seeks
to
impose
any
liability
or
damage
whatsoever
upon
any
Indemnitee
arising
from
the
execution
and/or
performance
of
this
Agreement,
or
from
any
of
its
terms.

This
Indemnification
Section
shall
survive
termination
or
expiration
of
this
Agreement.

13. Insurance. During
the
effectiveness
of
this
Agreement,
Developer
shall
pay
for
and
maintain
in
full
force
and
effect
all
policies
of
insurance
required
hereunder
with
an
insurance
company(ies)
RIGHT
OF
ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE7
Right
of
Entry
and
License
Agreement-Wakeland
Housing
and
Development
Corporation
vi
35 of
47 August 16, 2022, Item #13
either
(i)
admitted
by
the
California
Insurance
Commissioner
to
do
business
in
the
State
of
California
and
rated
not
less
than
"A-
VII"
in
Best's
Insurance
Rating
Guide,
or
(ii)
as
may
be
authorized
in
writing
by
Authority's
Executive
Director
or
his/her
designee
at
any
time
and
in
his/her
sole
discretion.

The
following
policies
of
insurance
are
required:
a.

COMMERCIAL

GENERAL

LIABILITY
insurance
which
shall
be
at
least
as
broad
as
the
most
current
version
of
Insurance
Services
Office
(ISO)
Commercial
General
Liability Coverage
Form
CG
00 01
and
include
insurance
for
"bodily
injury,"
"property
damage"
and
"personal
and
advertising
injury"
with
coverage
for
premises
and
operations
(including
the
use
of
owned
and
non­
owned
equipment),
products
and
completed
operations,
and
contractual
liability
(including,
without
limitation,
indemnity
obligations
under
this
Agreement)
with
limits
of
liability
of
not
less
than
the
following:
$2,000,000
per
occurrence
for
bodily
injury
and
property
damage
$1,000,000
per
occurrence
for
personal
and
advertising
injury
$4,000,000
aggregate
for
products
and
completed
operations
$4,000,000
general
aggregate
applying
separately
to
the
work
performed
under
this
Agreement
b.

COMMERCIAL

AUTOMOBILE

LIABILITY
insurance
which
shall
be
at
least
as
broad
as
the
most
current
version
of
Insurance
Service
Office
(ISO)
Business
Auto
Coverage
Form
CA
00 01,
and
include
coverage
for
all
owned,
hired,
and
non-owned
automobiles
or
other
licensed
vehicles
(Code
1 Any
Auto)
with
limits
of
liability
of
not
less
than
$2,000,000
per
accident
for
bodily
injury
and
property
damage.
c.

WORKERS'

COMPENSATION
insurance
as
required
under
the
California
Labor
Code.
d.

EMPLOYERS'

LIABILITY
insurance
with
limits
of
liability
of
not
less
than
$1,000,000
each
accident,
$1,000,000
disease
policy
limit
and
$1,000,000
disease
each
employee.
e.

PROFESSIONAL

LIABILITY
(Errors
and
Omissions)
insurance
appropriate
to
subcontractor's
profession,
with
limits
of
liability
of
$2,000,000
per
claim/occurrence
and
$2,000,000
policy
aggregate.

Only
required
if
Developer
contracts
with
a
"design
professional"
as
defined
by
Section
2782.8
of
the
California
Civil
Code,
or
other
entity
to
provide
professional
services.

In
the
event
Developer
purchases
an
Umbrella
or
Excess
insurance
policy(ies)
to
meet
the
minimum
limits
of
insurance
set
forth
above,
this
insurance
policy(ies)
shall
"follow
RIGHT
OF
ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGES
Right
of
Entry
and
License
Agreement
-
Wakeland
Housing
and
Development
Corporation
v 1
36 of
47 August 16, 2022, Item #13
form" and afford no less coverage than the primary insurance policy(ies).

Developer shall be responsible for payment of any deductibles contained in any insurance policies required hereunder and Developer shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to, and approved by, the Authority's Executive Director or his/her designee in his/her sole discretion. At the option of the Authority' Executive Director or his/her designee, either (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Indemnitees; or (ii) Developer shall provide a financial guarantee, satisfactory to the Authority's Executive Director or his/her designee in his/her sole discretion, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the Authority or the City be responsible for the payment of any deductibles or self-insured retentions.

All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar day written notice has been given to the Authority. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Developer shall furnish the Authority with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed, Developer shall provide the Authority with a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.

The General Liability and Automobile Liability insurance policies shall be written on an occurrence form. The General Liability (including ongoing operations and completed operations) and Automobile Liability insurance policies shall name the Authority, the City, and each of their elected and appointed officials, officers, employees, agents, contractors, and volunteers as an additional insured. All such policies of insurance shall be endorsed so Developer's insurance shall be primary and no contribution shall be required of the Authority, the City, or any of their elected and appointed officials, officers, employees, agents, contractors, and volunteers. Any Workers' Compensation insurance policy shall contain a waiver of subrogation as to the Authority, the City, and each of their elected and appointed officials, officers, employees, agents, contractors, and volunteers. The coverage(s) shall contain no special limitations on the scope of protection afforded to the Authority, the City, and each of their elected and appointed officials, officers, employees, agents, contractors, and volunteers. Should Developer maintain insurance with broader coverage and/or limits of liability greater than those shown above, the Authority and the City require and shall be entitled to the broader coverage and/or the higher limits of liability maintained by Developer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority and the City.

Claims-Made Policies -If Professional Liability (Errors and Omissions) insurance is written on a claims-made coverage form:

RIGHT OF ENTRY AND LICENSE AGREEMENT

MONTE VISTA HOUSING DEVELOPMENT
PAGE9
Right of Entry and License Agreement -Wakeland Housing and Development Corporation vi 37 of 47
August 16, 2022, Item #13
(i)
The
retroactive
date
must
be
shown,
and
rrtust
be
before
the
Effective
Date
of
this
Agreement
or
the
commencement
of
work
by
Developer.
(ii)
Insurance
must
be
maintained
and
evidence
of
insurance
must
be
provided
for
at
least
five
(5)
years
after
completion
of
the
work
or
termination
of
this
Agreement,
whichever
first
occurs.
(iii)
If
coverage
is
canceled
or
non-renewed,
and
not
replaced
with
another
claims-made
policy
form
with
a retroactive
date
prior
to
the
Effective
Date
of
this
Agreement,
or
work
commencement
date,
Developer
must
purchase
extended
reporting
period
coverage
for
a
minimum
of
five
(5)
years
after
completion
of
the
work
or
termination
of
this
Agreement,
whichever
first
occurs.
(iv)
A
copy
of
the
claims
reporting
requirements
must
be
submitted
to
the
Authority
for
review.
(v)
These
requirements
shall
survive
expiration
or
termination
of
this
Agreement.

Developer
shall
furnish
the
Authority
with
all
certificate(s)
and
applicable
endorsements
effecting
coverage
required
hereunder.

All
certificates
and
applicable
endorsements
are
to
be
received
and
approved
by
the
Authority's
Risk
Manager
or
his/her
designee
in
his/her
sole
discretion
prior
to
the
Authority's
execution
of
this
Agreement
and
before
work
commences.

Upon
request
of
the
Authority,
Developer
shall
immediately
furnish
the
Authority
with
a
complete
copy
of
any
insurance
policy
required
under
this
Agreement,
including
all
endorsements,
with
said
copy
certified
by
the
underwriter
to
be
a
true
and
correct
copy
of
the
original
policy.

This
requirement
shall
survive
expiration
or
termination
of
this
Agreement.

If
at
any
time
during
the
life
of
this
Agreement
or
any
extension,
Developer
or
any
of
its
contractors
or
subcontractors
fail
to
maintain
any
required
insurance
in
full
force
and
effect,
all
work
under
this
Agreement
shall
be
discontinued
immediately,
and
all
payments
due
or
that
become
due
to
Developer
shall
be
withheld
until
notice
is
received
by
the
Authority
that
the
required
insurance
has
been
restored
to
full
force
and
effect
and
that
the
premiums
therefore
have
been
paid
for
a period
satisfactory
to
the
Authority.

Any
failure
to
maintain
the
required
insurance
shall
be
sufficient
cause
for
the
Authority
to
terminate
this
Agreement.

No
action
taken
by
the
Authority
hereunder
shall
in
any
way
relieve
Developer
of
its
responsibilities
under
this
Agreement.

The
fact
that
insurance
is
obtained
by
Developer
shall
not
be
deemed
to
release
or
diminish
the
liability
of
Developer,
including,
without
limitation,
liability
under
the
indemnity
provisions
of
this
Agreement.

The
duty
to
indemnify
the
Authority
and
the
City
shall
apply
to
all
RIGHT

OF ENTRY AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE
10 Right
of
Entry
and
License
Agreement-
Wakeland
Housing
and
Development
Corporation
vi
38 of
47 August 16, 2022, Item #13
claims
and
liability
regardless
of
whether
any
insurance
policies
are
applicable.

The
policy
limits
do
not
act
as
a
limitation
upon
the
amount
of
indemnification
to
be
provided
by
Developer.

Approval
or
purchase
of
any
insurance
contracts
or
policies
shall
in
no
way
relieve
from
liability
nor
limit
the
liability
of
Developer,
its
principals,
officers,
agents,
employees,
persons
under
the
supervision
of
Developer,
vendors,
suppliers,
invitees,
consultants,
sub-consultants,
contractors,
subcontractors,
or
anyone
employed directly
or
indirectly
by
any
of
them.

If
Developer
should
contract
or
subcontract
all
or
any
portion
of
the
services
to
be
performed
under
this
Agreement,
Developer
shall
require
each
contractor
or
subcontractor
to
provide
insurance
protection
in
favor
of
the
Authority,
the
City,
and
each
of
their
elected
and
appointed
officials,
officers,
employees,
agents,
contractors,
and
volunteers
in
accordance
with
the
terms
of
each
of
this
Section,
except
that
the
contractors'
or
subcontractors'
certificates
and
endorsements
shall
be
on
file
with
Developer
and
the
Authority prior
to
the
commencement
of
any
work
by
the
contractor
or
subcontractor.

The
evidence
of
insurance
required
hereunder
is
a
condition
precedent
to
Developer's
right
to
enter
upon
the
Site.

If
Developer
fails
or
refuses
to
procure
or
maintain
the
insurance
required
by
this
Agreement,
the
License
granted
by
this
Agreement
will
automatically
terminate
and
be
of
no
further
force
or
effect.

14. Authority's
Authorized
Representative.

Unless
otherwise
specified
or
the
context
requires
otherwise,
all
references
to
the
Authority
in
this
Agreement
and
its
attachments
will
mean
the
Authority's
Executive
Director
or
any
officer
or
employee
of
the
Authority
to
whom
the
Authority's
Executive
Director
or
the
Authority
Board
delegates
authority
to
perform,
carry
out
and/or
enforce
this
Agreement.

Unless
otherwise
specified
or
the
context
requires
otherwise,
all
references
to
the
Authority's
Executive
Director
will
mean
the
Executive
Director
or
his
or
her
designee.

15. Notices,
Demands
and
Communications
Between
The
Parties.

Formal
notices,
demands
and
communications
between
the
Authority
and
Developer
shall
be
sufficiently
given
if,
and
shall
not
be
deemed
given
unless,
dispatched
by
certified
mail,
postage
prepaid,
return
receipt
requested,
or
sent
by
express
delivery
or
overnight
courier
service,
to
the
office
of
the
Parties
shown
as
follows,
or
such
other
address
as
the
Parties
may
designate
in
writing
from
time
to
time:

To
Authority:

Poway
Housing
Authority
13325
Civic
Center Drive
Poway,
CA
92064
Attn:

Chris
Hazeltine,
Executive
Director
RIGHT
OF
ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE
11 Right
of
Entry
and
License
Agreement-
Wakeland
Housing
and
Development
Corporation
vi
39 of
47 August 16, 2022, Item #13
With
a Copy
to:

To
Developer:

Kane
Ballmer
&
Berkman
515
S.

Figueroa
St.,
Suite
780
Los
Angeles,
CA
90071
Attn:

Kendall
D.

Levan,
Esq.

Wakeland
Housing
and
Development
Corporation
1230
Columbia
Street,
Ste.
950
San
Diego,
CA
92101
Attn:

Peter
Armstrong,
VP,
Real
Estate
Development
Such
written
notices,
demands
and
communications
shall
be
effective
on
the
date
shown
on
the
delivery
receipt
as
the
date
delivered
or
the
date
on
which
delivery
was
refused.

For
purposes
of
obligations
to
be
performed
by
the
Authority
or
of
calculation
of
noticing
under
this
Agreement,
a business
day
on
which
the
Poway
City
Hall
is
closed
will
not
constitute
a business
day
under
this
Agreement.

16. Conflict
of
Interest.

No
member,
official
or
employee
of
the
Authority
will
have
any
personal
interest,
direct
or
indirect,
in
this
Agreement
nor
will
any
such
member,
official
or
employee
participate
in
any
decision
relating
to
this
Agreement
which
affects
his
or
her
personal
interests
or
the
interests
of
any
corporation, partnership
or
association
in
which
he
or
she
is
directly
or
indirectly
interested.

Developer
warrants
that
it
has
not
paid
or
given,
and
will
not
pay
or
give,
any
third
party
any
money
or
other
consideration
for
obtaining
this
Agreement.

17. Non-liability
of
Officials
and
Employees.
(a)
No
officer,
official
or
employee
of
the
Authority
or
the
City
will
be
personally
liable
to
Developer,
or
any
successor
in
interest,
in
the
event
of
any
default
or
breach
by
the
Authority
or
for
any
amount
which
may
become
due
to
Developer
or
on
any
obligations
under
the
terms
of
this
Agreement.
(b)
No
member,
official
or
employee
of
Developer
will
be
personally
liable
to
the
Authority,
or
any
successor
in
interest,
in
the
event
of
any
default
or
breach
by
Developer
or
for any
amount
which
may
become
due
to
the
City
or
its
successor
or
on
any
obligations
under
the
terms
of
this
Agreement.

This
release
will
not
apply
in
the
event
of
fraud,
waste
or
intentional
damage
by
Developer
or
any
member,
official,
or
employee
of
Developer.

18. Interpretation
of
Agreement;
Terminology;
Application
of
Law.
(a)
This
Agreement
has
been
negotiated
at
arm's
length
and
between
persons
sophisticated
and
knowledgeable
in
the
matters addressed
herein.

In
addition,
each
Party
has
been
given
the
opportunity
to
consult
with
experienced
and
knowledgeable
legal
counsel.

Accordingly,
any
rule
of
law
(including
Civil
Code
sectiori
1654)
or
legal
decision
that
would
require
RIGHT

OF ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE12
Right
of
Entry
and
License
Agreement
-
Wakeland
Housing
and
Development
Corporation
vi
40 of
47 August 16, 2022, Item #13
interpretation
of
any
ambiguities
in
this
Agreement
against
the
Party
that
has
drafted
it
is
not
applicable
and
is
waived.

The
provisions
of
this
Agreement
will
be
interpreted
in
a
reasonable
manner
to
effectuate
the
purpose
and
intent
of
the
Parties
to
this
Agreement.

This
Agreement
will
be
construed
and
enforced
in
accordance
with
the
internal
laws
of
California
and
not
the
law
regarding
conflict
of
laws,
except
to
the
extent
that
federal
law
preempts
state
law.
(b)
When
the
context
so
requires
when
used
in
this
Agreement,
the
masculine
gender
will
be
deemed
to
include
the
feminine
and
neuter
gender
and
the
neuter
gender
will
be
deemed
to
include
the
masculine
and
feminine
gender.

When
the
context
so
requires,
the
singular
will
be
deemed
to
include
the
plural.

The
paragraph
and
section
headings
have
been
used
for
convenience
only,
and
will
not
be
used
in
the
interpretation
hereof.

19. Waivers. A
waiver
by
the
Authority
or
Developer
of
any
term,
covenant,
or
condition
herein
contained
will
not
be
a waiver
of
such
term,
covenant,
or
condition
on
any
subsequent
default
or
breach.

All
waivers
must
be
in
writing
and
signed
by
the
appropriate
representatives
of
the
Authority
or
Developer.

20. Time
of
the
Essence.

Time
is
of
the
essence
in
this
Agreement
and
each
and
all
of
its
provisions
in
which
performance
is
a factor.

21. Attorneys'
Fees
and
Costs.

If
an
action
or
court
proceeding
is
brought
by
a Party
against
the
other
Party
under
this
Agreement,
whether
for
interpretation,
enforcement
or
otherwise,
the
prevailing
Party
in
any
such
action
or
proceeding
shall
be
entitled
to
recover
attorneys'
fees
and
costs
from
the
other
Party.

22. Severability. If
a provision
of
this
Agreement
proves
to
be
invalid,
void,
or
illegal,
it
will
in
no
way
affect,
impair,
or
invalidate
the
other
provisions
hereof
and
such
other
provisions
will
remain
in
full
force
and
effect.

23. Entire
Understanding
of
the
Parties;
Amendments.

This
Agreement,
including
documents
or
instruments
incorporated
herein
by
reference,
contains
a complete
and
final
expression
of
the
agreement
between
the
Authority
and
Developer
relating
to
the
License,
and
there
are
no
promises,
representations,
agreements,
warranties,
or
inducements
either
express
or
implied
other
than
as
are
set
forth
in
this
Agreement.

Any
and
all
previous
discussions
or
agreements
between
the
Authority
and
Developer
with
respect
to
the
License,
whether
oral
or
written,
are
superseded
by this
Agreement.

No
amendment,
change,
RIGHT
OF
ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE
13 Right
of
Entry
and
License
Agreement-
Wakeland
Housing
and
Development
Corporation
vi
41 of
47 August 16, 2022, Item #13
or
addition
to,
or
waiver
of
termination
of,
this
Agreement
or
any
part
hereof
will
be
valid
unless
in
writing
and
signed
by
the
Authority
and
Developer.

24. No
Third
Party
Beneficiaries.

The
Parties
to
this
Agreement
acknowledge
and
agree
that
the
provisions
of
this
Agreement
are
for
the
sole
benefit
of
the
Authority,
the
City,
and
Developer,
and
not
for
the
benefit,
directly
or
indirectly,
of
any
other
person
or
entity,
except
as
is
expressly
provided
herein.

25. Further
Assurances.

Each
of
the
Parties
hereto
will
execute
and
deliver
any
and
all
additional
papers,
documents
and
other
assurances,
and
will
do
any
and
all
necessary
acts
and
things
in
connection
with the
performance
of
their
obligations
hereunder
and
to
carry
out
the
intent
and
agreements
of
the
Parties.

26. Execution
in
Counterparts.

This
Agreement
may
be
executed
in
several counterparts
and
all
such
executed
counterparts
will
constitute
one
agreement,
binding
on
all
of
the
Parties
hereto,
notwithstanding
that
all
of
the
Parties
hereto
are
not
signatories
to
the
original
or
to
the
same
counterpart.

This
Agreement
will
not
be
binding
unless
and
until
all
Parties
hereto
have
executed
this
Agreement.

27. Authority
to
Sign.

Developer
represents
and
warrants
that
it
has
all
requisite
power
and
authority
to
conduct
its
business
and
to
execute,
deliver,
and
perform
its
obligations
set
forth
in
this
Agreement.

Each Party
warrants
that
the
individuals
who
have
signed
this
Agreement
have
the
legal
power,
right,
and
authority
to
make
this
Agreement
and
to
bind
each
respective
Party.
[Remainder
of
Page
Intentionally
Left
Blank;
Signatures
on
Following
Page]
RIGHT
OF
ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE
14 Right
of
Entry
and
License
Agreement-Wakeland
Housing
and
Development
Corporation
vi
42 of
47 August 16, 2022, Item #13
IN

WITNESS
WHEREOF, the
Parties
hereto
have
caused
this
Agreement
to
be
executed
as
of
the
dates
set
forth
opposite their
signatures
below.
"AUTHORITY" POWAY

HOUSING

AUTHORITY,
a public
body,
corporate
and
politic
By:--------------­
Chris
Hazeltine
Dated
Executive
Director
ATTEST: By:
___________
_
Carrie
Gallagher,
CMC
City
Clerk

APPROVED
AS
TO
FORM:

KANE,

BALLMER
&

BERKMAN
By:
---------------Kendall
D. Levan
Authority
Special
Counsel
"DEVELOPER" WAKELAND

HOUSING
AND

DEVELOPMENT

CORPORATION,
a
California
nonprofit
corporation
*see
notes
below
By:
---------------
Name:
--------------
Title:
--------------
Dated:
--------
By:--------------­Name
: --------------
Title:
--------------
Dated:
--------
*Notes:

In
accordance
with
California
Corporations
Code
Section
313,
this
document
must
be
executed
by
the
Corporation's
Chief
Executive
Officer,
President
or
Vice-President,
on
the
one
hand,
and
the
Corporations'
Chief
Financial
Officer
,
Treasurer
,
Assistant
Treasurer
or
Secretary
on
the
other
hand
.

RIGHT
OF

ENTRY AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
PAGE
S-1
43 of
47 August 16, 2022, Item #13
APN:
275-460-61-00

EXHIBIT
"A"
LEGAL

DESCRIPTION
ALL
THAT

PORTION
OF
THE
WEST
HALF
OF
THE

SOUTHEAST

QUARTER
OF

SECTION
35,

TOWNSHIP
13 SOUTH,
RANGE
2 WEST,
SAN

BERNARDINO

MERIDIAN,
IN
THE
CITY
OF
POWAY,
COUNTY
OF
SAN
DIEGO,
State
of
California,

ACCORDING
TO
THE

OFFICIAL
PLAT

THEREOF
MORE

PARTICULARLY

DESCRIBED
AS
FOLLOWS:

COMMENCING
AT
THE

SOUTHEAST
CORNER
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER
OF

SECTION
35;
THENCE

NORTHERLY
ALONG
THE

EASTERLY
LINE
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER,
NORTH
00°
35'
03 11
EAST,
A

DISTANCE
OF
495.10
FEET;
THENCE

WESTERLY
ALONG
A
LINE
THAT
IS

PARALLEL
WITH
THE

SOUTHERLY
LINE
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER,
NORTH
88°
11'
35"
WEST,
A

DISTANCE
OF
358.31
FEET
TO
A
POINT
THAT
IS
SOUTH
88°
11'
35 11
EAST,
A

DISTANCE
OF
526.78
FEET
FROM
THE

SOUTHEAST
CORNER
OF
LOT
l
OF
POWAY

MEDICAL
UNIT
NO.
l

RECORDED
JULY
2,
1975,
AS
MAP
NO.
8138
IN
THE
OFFICE
OF
THE
COUNTY

RECORDER
OF
SAN
DIEGO

COUNTY,
THENCE
NORTH
02°
06'
35"
EAST,
A

DISTANCE
OF

30.00 FEET
TO
A
POINT
ON
A
LINE
AS

DESCRIBED
WITHIN
AN
OFFER
TO

DEDICATE
(PUBLIC

HIGHWAY)

RECORDED
APRIL
10,
1975
AS
FILE
NO.
75-083154
OF

OFFICIAL

RECORDS,
SAID

DESCRIBED
LINE
BEING
THE

CENTERLINE
OF
SAID

PROPOSED
PUBLIC

HIGHWAY
AND
THE
POINT
BEING
THE
TRUE
POINT
OF
BEGINNING;
THENCE

FOLLOWING
SAID

CENTERLINE
NORTH
88°
11'
35"
WEST,
A

DISTANCE
OF

17.99 FEET
TO
THE

BEGINNING
OF
A

TANGENT
CURVE

CONCAVE

NORTHEASTERLY
HAVING
A
RADIUS
OF
200.00
FEET;
THENCE

WESTERLY
AND

NORTHWESTERLY
ALONG
THE
ARC
OF
SAID
CURVE

THROUGH
A

CENTRAL
ANGLE
OF
55°
02'
35",
A

DISTANCE
OF
192.14
FEET;
THENCE

TANGENT
TO
SAID
CURVE
NORTH
33°
09'
00"
WEST,
A

DISTANCE
OF
157.47
FEET
TO
THE

BEGINNING
OF
A

TANGENT
CURVE

CONCAVE

SOUTHWESTERLY
,
HAVING
A
RADIUS
OF
200.00
FEET;
THENCE
ALONG
THE
ARC
OF
SAID
CURVE

THROUGH
A

CENTRAL
ANGLE
OF
17°
56'
40",
A

DISTANCE
OF

62.64 FEET;
THENCE

LEAVING
SAID

CENTERLINE
NORTH
38°
54'
20 11
EAST,
A

DISTANCE
OF

30.00 FEET
TO
A
POINT
BEING
THE

SOUTHEASTERLY
CORNER
OF
LOT
5 OF
COUNTY
OF
SAN
DIEGO
TRACT
3591-2

RECORDED
AS
MAP
NO.
9871
ON

NOVEMBER
4,
1980,
IN
THE
OFFICE
OF
THE
COUNTY

RECORDER
OF
SAN
DIEGO
COUNTY;
THENCE
ALONG
THE

SOUTHEASTERLY
LINE
OF
SAID
LOT
5 NORTH
48°
55'
27"
EAST
(NORTH
48°
53'
38"
EAST
PER
MAP
NO.
9871),
A

DISTANCE
OF
134
.65
FEET
(134.77
FEET
PER
MAP
NO
.
9871);
THENCE
NORTH
00°
39'
42"
EAST
(NORTH
00°
34'
35"
EAST
PER
MAP
NO.
9871),
A

DISTANCE
OF

90.07 FEET
(90.00
FEET
PER
MAP
NO.
9871)
TO
A
POINT
BEING
THE

NORTHEAST
CORNER
OF
SAID
MAP
NO.
9871,
SAID

NORTHEAST
CORNER
ALSO
BEING
NORTH
88°
11'
35"
WEST,
A

DISTANCE
OF
548.05
FEET
(548.20
FEET
PER
MAP
NO
.
9871)
FROM
A
POINT
ON
THE

EASTERLY
LINE
OF
SAID
WEST
HALF
OF
THE

SOUTHEAST

QUARTER
OF

SECTION
35;
THENCE
SOUTH
88°
11'
35"
EAST,
A

DISTANCE
OF
202.92
FEET;
THENCE
SOUTH
02°
06'
35"
WEST,
A

DISTANCE
OF
165
.14
FEET
TO
A
POINT
BEING
ON
THE

NORTHWEST
CORNER
OF
PARCEL
l
AS
SHOWN
ON
RECORD
OF
SURVEY
MAP
NO
.
8601,

RECORDED

NOVEMBER
26,
1980,
IN
THE
OFFICE
OF
THE
COUNTY

RECORDER
OF
SAN
DIEGO
COUNTY
THENCE
ALONG
THE

WESTERLY
LINE
OF
SAID
PARCEL
1 SOUTH
02°
06'
35"
WEST,
A

DISTANC&
OF
299
.88
FEET
TO
THE
TRUE
POINT
OF
BEGINNING.

EXCEPTING

THEREFROM
THAT

PORTION

DESCRIBED
IN

IRREVOCABLE
OFFER
TO

DEDICATE
REAL

PROPERTY

RECORDED
APRIL
10,
1975
AS
FILE
NO.
75-083152
AND
75-083154,
BOTH
OF

OFFICIAL

RECORDS,
AND

ACCEPTED
BY

RESOLUTION
NO.
83-075,

RECORDED

OCTOBER
25,
1983
AS
FILE
NO
.
83-384442
OF

OFFICIAL
RECORDS.
44 of
47 RIGHT
OF
ENTRY
AND

LICENSE

AGREEMENT
MONTE
VISTA

HOUSING

DEVELOPMENT
Exhibit
"A
" -
Legal
Description
August 16, 2022, Item #13

EXHIBIT
"B"

SITE PLAN
Pomerado
,1-/0~piroi'
156
15 -•oro.;__
•taci'o
h'o.spil
o
1'
i-f('/
,'por,
156
11 il-
----­
-
~-----~--~--
~------
------~-~
1 12
ti20
12630
rvlonte
1/istJ
,R.d 12
642
Co
untr
y
t•·~on
l.e.~
~sori
Si;:i:ooi
O,(
1-'oW(,_)"
126%
·1267
4 12708
I I I I I I"" I
I I
~
l
12730
I
I
I
/,..-
\
I
/
.

L. ---/
'
I
-------
-
-
-
---------,
f
126
40 12700
12714P
72 0
12L
87274
' 1
I
I
1542
6 1541
8 '15402
45 of
47 nl V\ C n:; --
,_
12750
I
126
95 I
l2t25
1 1/1"
L6'
GJrdenia
12 757
I
-
!
1?70
~1
'
127
1512.72·1
12733
1272
4 12
730
Vi~
5ornb
ras
... ______
I
121
-1
I
1214s
I
12742
1274
8 1541 S
·127
62 I I I I
August 16, 2022, Item #13
Zoning/Location
Map
Pom1c,rudo
1-/u~piral
75615 PO
!r
iN
QCfo
!,'o
5piw/
1-fr
(iport
156
11 ii-----;
-~-----~~----
~-------
\
---------1
12630
I
12620
M
onte
Vist,;i
Fl.d 126
42 Cmrnl<"
j
Mur
1tf!
Ho
ri
Srhool
Ol
iJoway
126%

72.5 7&
12708
I
I
,,
~
\
I
I
12730
.... I I
!
I
_1
I
/.,.
,

L----//
\
-------
r-.,1on
te
Vista
Rd
/
I
----·--------~-~
..... I
f
1 72640
12100
1271414i'ZO
Vi2l
La
Gar
· :te
nia
15426
,,:, VI C.
12715
72721
12733
121.>
s121
44 I
I
121so
I
1269
5 I
12 125
,2
1s7
I
1210
~1
I
L.--------
-i27
1214s
I I
12 n
4 12130
·1274
1274
8 1541
S
1276
2 I I I I
15 402
'./i;-i
Sornb
as
'--------------------------------
'·----
-
--
Disc/aimer:

Map
and
parc
el data
ar
e
believed
to
be
accurat
e,
but
acc
uracy
is not
guaranteed
. This
Ma
p
Scale
is
not
a
legal
docum
ent
and
shoul
d
not
be
substituted
for
a
title
search
,appraisal
. surve
y,
or
fo
r
1 Inch
=
188
feet
zoning
\'@r
ificat
io
n.
7 /i
1 /2
022
46 of
47 ATTACHMENT
C
August 16, 2022, Item #13
.,,--J
[~ 0 "°"
L----.,;:D
~ . ,l
z:
e
II
/
/
V
BB
NORTH
SCALE: 1· • 20'-0"

DEVELOPMENT SUMMARY
t SUMMARY OF REQUEST
H~1'10,JCTIJ.ltllUITala-r-.1 ~•,0.,t,CllS .
:it'lllawirtSWJ.IIQ.W'.~..,/IIOIODr.1,~rrconu,
L..<IC'seN'(Ul(AS,c:a.,111TNCS.IIUT....V.S<ll:mutMICII'~ 2 STR.ITT ADDRESS
-1'[Yltl"-~CAO "0'MY.CMSOll!NA
(CMEQCONEJ fa H C s Cl Ii. CJ w
lflVIEEH l'OIO.lal J0. N.o -X '«llA autT
.l lEG,\l DESCRIPTION
~ nu.T-TIOM OI nc: 'IIUTtw.rOF
SCCTICN1~~1JSQITH,X,t,NOC2
~NMONOTll'OWA.T.CQU!fTT
~~~ro .. ~
~I 011,m, ""'ltl. JO, 2009. OIEO NO.
◄. SITE AREAS s..,.....,.<na,, 2.oe N.. n.u• $4.Ft
S. ACClliORS PMCD. NOS I 6.. PROPER.lY ZONE
7a. LOT COVERAGE lEQ'D. I 7b. LOT COVERAG[ PROPOSlO _,
&a.REQUIRED SETBACKS 8b. PROPOSED SETBACKS
,,.....,.,. .. .._ 20'-0-
H.SidllTanl~ 1~•-0•
!.,t.SblYns-t: :l'O'-o·
"-"'fardS- 1?1'-o"
,.....,,,...,.-..i,;: w-a­
lrLSlcleYn....-: 1,•-0-
bl.&ldolYr.l.,._, N/A
RtarY,,,u.-,o . ,,·-o-
9a. REQUIRED BLOC. HT.
w-i:r-.
'lb.REQUESTED BLDG. HT.
2S'-r .....
10LREQVIRED PARKING 10b.PROPOSED PAAKING
1h,S-n\:1 .s.lX:t• O.:IO
2~: 2.25X11• JI.DO
1-...:2.u .. ,,. ,1.2,
U RESIDENTIAL 8Ull.DtNG MIX
~~I 1&,&:17
11-...--.. 17.0M
~ ............ ,
~r,
Tat&ll"Unbet-ol~i: S7,5tw:
~ ....... CM•ae:Sl.961
11 TRASH ENaOSURE.S
-clTINll£ra..n .
~clTrw,S"II:
-ollt..,.s,,....,

14. RESIDENTIAL UNIT MIX
SWdrfC.,,,l'wlirCllj:aca• 12.0
,.,_.,~--.-- • 1:l<I.D
-~,--.~- 4.0
S..0-.-~ • 1~0
.......... • 2.5/Urift
--
"" "·" "" "'·" Sq"- •
.... .
•2.1/ 1.W!.
----..... ---""""
= .. ~
T-.(J) ...

T .. (J)-
U111TA.1l.lJ !1401:M.1 '4.,t111mm.1DICII• 2tU,-.1r,q.]'W, 111111 1\8 S4. f\ 2 ...... _,e.,, • 11 u,,.:i, 21.1'11, lltlCJlCl l,1!171111.llf 14.F\. l ...... . 2._., • 1) Uno:1 21.0'lt Tot&l~oflnldlrltillUiti: • 601.-Wtl 100%

15. RESIDENTIAL DENSITY PROPOSED
,._d~_,..,.__, _ __, IO
P,opoo,o<1-.,.,..0--,,--a-.-- :t.ltHffKJl.-(JI(

16. PROPOSED PROJJ;CT AMENITIES
.. o,;lljc:a-CIOWff)'lflllbr,a;,,.1, ..... -..;o,,.
b. a-.t1 •1--gr,>,n:1
ARCHITECTURAL SITE PLAN ' / / j' / ,r,1;-,· ~ , I ~ ~
c. ""-OUlr;lc,arpMl<>II ____ ___
d. ~~..,---
1 ec.,,.ru,;ir'°""'""~"-'-.,.,_, t eo-r....,,,-...,.'-7. g.Corm>n~~----..... ~
~ :::..'".::=----- ·
), ~t.1aut.

TWO-STORY BUILDINGS - 60 APARTMENT UNITS
~llfAS.0[$0CNlflAHG£1!1Dfn~l'\>Hi~IITtlllYTIEW~WNCS-™f.~CJl~D(Sltle,\$SOCl,O,TI:S.Al.l.oa-tflGl.ffl:ME.Al" 5Ut~OlfJ1100111GU(Z~~TU. _J
~ WAKELAND
7 (110US11GHGD£VD.OIPMtNT~~
1230 C0l.UM81A ST~ SUITE gso
SAN DIEGO, CALIF. 92101
(!IHI) 235-2298 PH.

MONTE VISTA APARTMENTS
POWAY ~ CALIFORNIA ~

RODRIGUEZ ASSOCIATES
ARCHITECTS & PLANNERS, INC.
-t~TIU,l,.S~0'09Q:.:nDIO,U>IC.QQ,CA-,U P'H :\lt•J-1
FEBRUARY 28. 2022
I As.1 I
August 16, 2022, Item #13