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HomeMy WebLinkAboutOB Reso No 2015-003RESOLUTION NO. OB- 2015 -003 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE EXCHANGE AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND CIVIC PARTNERS- ELSINORE, LLC WHEREAS, on December 26, 2002, that certain Disposition and Development Agreement ( "Original DDA ") was executed by and among the Redevelopment Agency of the City of Lake Elsinore, a public body, corporate and politic ( "Agency "), Laing -CP Lake Elsinore LLC, a California limited liability company, as the original developer, and Master Developer; and WHEREAS, the Original DDA was amended and restated pursuant to that certain Amended and Restated Disposition and Development Agreement effective March 8, 2011 ( "DDA ") executed by and among the Agency, McMillin Summerly LLC, a Delaware limited liability company, as developer, and Master Developer; and WHEREAS, Assembly Bill x1 26 was chaptered and became effective on June 27, 2011, adding parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code, which caused the dissolution of all redevelopment agencies and winding down of the affairs of former agencies; and WHEREAS, Assembly Bill x1 26 was amended by Assembly Bill 1484, as chaptered and effective on June 27, 2012 (together, the "Dissolution Act'); and WHEREAS, as of February 1, 2012, the Agency was dissolved pursuant to the Dissolution Act and the City of Lake Elsinore ( "City ") became the "Successor Agency" in accordance with the Dissolution Act; and WHEREAS, the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore ( "Oversight Board ") was established by the Dissolution Act to direct the Successor Agency to take certain actions to wind down the affairs of the former Agency; and WHEREAS, on April 26, 2013, the Department of Finance ( "DOF ") issued a Finding of Completion to the Successor Agency; and WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), within six months after receiving a Finding of Completion from the DOF, the Successor Agency is required to submit for approval to the Oversight Board and the DOF a Long Range Property Management Plan ( "Management Plan ") that addresses the disposition and use of the real properties owned by the Successor Agency; and OVERSIGHT BOARD RESOLUTION NO. OB- 2015 -003_ Page 2 WHEREAS, pursuant to Health & Safety Code Section 34191.5, the Oversight Board approved the Management Plan on October 22, 2013, and Successor Agency staff submitted the Management Plan to DOF on October 23, 2013; and WHEREAS, pursuant to Section 403 of the DDA, Master Developer has the right and option to exchange certain qualifying property it owns for certain Other Agency - Owned Property pursuant to the terms and conditions identified in Section 403 of the DDA; and WHEREAS, the property consisting of Assessor's Parcel Number 373 -210 -030 which totals approximately 7.26 acres ( "Channel Edge Parcel ") is currently owned by the Successor Agency and constitutes Other Agency -Owned Property as identified in the DDA; and WHEREAS, pursuant to Section 403 of the DDA, Master Developer desires to exercise its right and option to acquire from the Successor Agency the Exchange Parcel on the terms and conditions identified in the DDA and set forth in the attached Exchange Agreement; and WHEREAS, the Management Plan determines that the Exchange Parcel is to be retained by the Successor Agency to fulfill the enforceable obligations under the DDA in accordance with Health & Safety Code Section 34191.5(c)(2), which includes the exchange of the properties as set forth in the Exchange Agreement; and WHEREAS, Successor Agency staff has determined that only a portion of the Channel Edge Parcel can be conveyed to Master Developer because a portion of the Channel Edge Parcel is within the floodway for the San Jacinto River inlet channel and necessary to allow the City the rights necessary to protect and maintain the inlet channel and certain structures constructed pursuant to the Lake Management Project, including without limitation, the levee, overflow weir, connecting channel, transition slope, and wedge inlet; and WHEREAS, that portion of the Channel Edge Parcel available for exchange in accordance with the DDA is approximately 2.77 acres as identified on the survey by Wilson Mikami Corporation dated May 5, 2015 attached to the proposed Exchange Agreement as Exhibit D -1 ( "Channel Edge Exchange Parcel "); and WHEREAS, the property consisting of Assessor's Parcel Number 371- 100 -0004- 4 which totals approximately 4.35 acres ( "Master Developer Parcel ") constitutes qualifying property owned by Master Developer within the East Lake Specific Plan Area as provided in the DDA; and WHEREAS, pursuant to Section 403 of the DDA and the Management Plan, the Successor Agency desires to dispose of the Channel Edge Exchange Parcel subject to the terms and conditions set forth in the Exchange Agreement; and WHEREAS, pursuant to Section 403 of the DDA, the Master Developer desires to exchange the Master Developer Parcel subject to the terms and conditions set forth OVERSIGHT BOARD RESOLUTION NO. OB- 2015 -003_ Page 3 in the Exchange Agreement, and Successor Agency agrees to acquire such the Master Developer Parcel subject to the terms and conditions set forth in the Exchange Agreement; and WHEREAS, the Oversight Board desires to approve the form of Exchange Agreement effecting the exchange of the Channel Edge Exchange Parcel and Master Developer Parcel; and WHEREAS, because of the dissolution of the Agency and the review, approval and other requirements of the Dissolution Act, entry into the Exchange Agreement effecting the exchange of the Channel Edge Exchange Parcel for the Master Developer Parcel is subject to review and approval by DOF; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Each of the foregoing recitals is true and correct. Section 2. The Oversight Board hereby approves the form of Exchange Agreement attached as Exhibit A hereto. Upon approval and /or failure to object to the Oversight Board's approval of the Exchange Agreement by the Department of Finance, the Successor Agency is directed to enter into an Exchange Agreement substantially in the form attached as Exhibit A. Section 3. The Chairman of the Oversight Board and the other officers and members of staff having responsibility for the affairs of the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore are hereby authorized to take such actions and execute such documents and certificates as necessary to assist the Successor Agency in the implementation of the Exchange Agreement. All previously taken acts with respect to the foregoing are hereby ratified. Section 4. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this resolution are severable. The Oversight Board hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. Section 5. This Resolution shall take effect in accordance with applicable law. OVERSIGHT BOARD RESOLUTION NO. OB- 2015 -003_ Page 4 PASSED, APPROVED AND ADOPTED at a special meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, held this 26th day of May, 2015. �v ter, Chairperson, ersight Board to the Successor Agen t� the Redevelopment Agency of the City of La e Elsinore ATTEST: Virgini . Bloo , Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Virginia J. Bloom, Clerk of the Oversight Board of the City of Lake Elsinore, California, hereby certify that Resolution No. OB- 2015 -003 was adopted by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, at a Special meeting held on the 26th day of May 2015, and that the same was adopted by the following vote: AYES: Board Members Tisdale, Lassey, M. Williams, P. Williams, Landon and Vice -Chair Kelley NOES: None ABSENT: Chairman Oster ABSTAIN: None Virginia J. Bloo , Clerk of the Board OVERSIGHT BOARD RESOLUTION NO. OB- 2015 -003_ Page 5 w. Hw-.l EXCHANGE AGREEMENT (attached) EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this "Agreement ") is made and entered into as of May _, 2015, by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, a public body, corporate and politic ( "Successor Agency'), on the one hand, and Civic Partners - Elsinore, LLC, a California limited liability company ( "CPE" or "Master Developer ") on the other hand. Any capitalized terms herein which are not defined shall have the same definition as provided in the DDA (defined below). RECITALS A. WHEREAS, on December 26, 2002, that certain Disposition and Development Agreement ( "Original DDA ") was executed by and among the Redevelopment Agency of the City of Lake Elsinore, a public body, corporate and politic ( "Agency "), Laing -CP Lake Elsinore LLC, a California limited liability company, as the original developer, and Master Developer; B. WHEREAS, the Original DDA was amended and restated pursuant to that certain Amended and Restated Disposition and Development Agreement effective March 8, 2011 ( "DDA ") executed by and among the Agency, McMillin Summerly LLC, a Delaware limited liability company, as developer, and Master Developer; C. WHEREAS, Assembly Bill x1 -26 was chaptered and became effective on June 27, 2011, adding parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code, which caused the dissolution of all redevelopment agencies and winding down of the affairs of former agencies; D. WHEREAS, Assembly Bill x1 26 was amended by Assembly Bill 1484, as chaptered and effective on June 27, 2012 (together, the "Dissolution Act "); E. WHEREAS, as of February 1, 2012, the Agency was dissolved pursuant to the Dissolution Act and the City of Lake Elsinore ("City") became the Successor Agency ( "Successor Agency ") in accordance with the Dissolution Act; F. WHEREAS, the Oversight, Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore ( "Oversight Board ") was established by the Dissolution Act to direct the Successor Agency to take certain actions to wind down the affairs of the former Agency; G. WHEREAS, on April 26, 2013, the Department of Finance ("DOF") issued a Finding of Completion to the Successor Agency; H. WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), within six months after receiving a Finding of Completion from the DOF, the Successor Agency is required to submit for approval to the Oversight Board and the DOF a Long Range Property Management Plan ( "Management Plan ") that addresses the disposition and use of the real properties owned by the Successor Agency; I. WHEREAS, pursuant to Health & Safety Code Section 34191.5, the Oversight Board approved the Management Plan on October 22, 2013, and Successor Agency staff submitted the Management Plan to DOF on October 23, 2013; Exchange Agreement Revised 05 21 2015 Page 1 J. WHEREAS, pursuant to Section 403 of the DDA (previously Section 404 of the Original DDA), Master Developer has the right and option to exchange certain qualifying property it owns for certain Other Agency -Owned Property pursuant to the terms and conditions identified in Section 403 of the DDA; K. WHEREAS, the property consisting of Assessor's Parcel Number 373 - 210 -030 which totals approximately 7.26 acres ( "Channel Edge Parcel ") is currently owned by the Successor Agency and constitutes Other Agency -Owned Property as identified in the DDA; L. WHEREAS, a portion of the Channel Edge Parcel is within the floodway for the San Jacinto River inlet channel and such portion is reasonably necessary to allow the City the rights necessary to protect and maintain the inlet channel and certain structures constructed pursuant to the Lake Management Project, including without limitation, the levee, overflow weir, connecting channel, transition slope, and wedge inlet. Accordingly, Successor Agency has determined that only a portion of the Channel Edge Parcel can be conveyed to Master Developer. That portion of the Channel Edge Parcel available for exchange in accordance with the DDA is identified on the survey by Wilson Mikami Corporation dated May 5, 2015 attached hereto as Exhibit D -1 and incorporated herein by reference ( "Channel Edge Exchange Parcel ") the legal description for which is set forth on Exhibit D -2 and incorporated herein by reference. M. WHEREAS, pursuant to Section 403 of the DDA, Master Developer desires to exercise its right and option to acquire from the Successor Agency the Channel Edge Exchange Parcel on the terms and conditions identified in the DDA and set forth herein, and the Successor Agency agrees to such acquisition; N. WHEREAS, the property consisting of Assessor's Parcel Number 371 - 100 -004 -4 which totals approximately 4.35 acres ( "Master Developer Parcel ") constitutes qualifying property owned by Master Developer within the East Lake Specific Plan Area as provided in the DDA; O. WHEREAS, the Management Plan determines that the Channel Edge Parcel is to be retained by the Successor Agency to fulfill the enforceable obligations under the DDA in accordance with Health & Safety Code Section 34191.5(c)(2), which includes the exchange of the properties as set forth herein; P. WHEREAS, notwithstanding the criteria for such exchange set forth in Section 403 of the DDA, the parties acknowledge that because of the dissolution of the Agency and the review, approval and other requirements of the Dissolution Act, the exchange of the Channel Edge Exchange Parcel for the Master Developer Parcel is subject to review and approval by the Oversight Board and DOF, which make compliance with the time frames set forth in the DDA impossible and will require certain other criteria not contemplated by the DDA to be met; Q. WHEREAS, pursuant to Section 403 of the DDA and the Management Plan, the Successor Agency desires to dispose of the Channel Edge Exchange Parcel subject to the terms and conditions set forth herein, and Master Developer agrees to acquire such property; and R. WHEREAS, pursuant to Section 403 of the DDA, the Master Developer desires to dispose of the Master Developer Parcel subject to the terms and conditions set forth herein, Exchange Agreement Revised 05 21 2015 Page 2 and Successor Agency agrees to acquire such the Master Developer Parcel subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. Transfer of Channel Edge Exchange Parcel. The Successor Agency shall cause the Channel Edge Exchange Parcel to be transferred to Master Developer pursuant to, and in accordance with, the terms of the DDA and the terms and conditions set forth herein. Said transfer shall be by grant deed in substantially the form attached hereto as Exhibit A and incorporated herein by reference. The Successor Agency shall transfer the Channel Edge Exchange Parcel to Master Developer concurrently with Master Developer's transfer of the Master Developer Parcel to the Successor Agency; as set forth in Section 2 below. Possession of the Channel Edge Exchange Parcel shall be delivered to Master Developer concurrently with the recordation of the grant deed in the official'' records of the County Recorder of Riverside County. 2. Transfer of Master Developer Parcel. Master Developer shall cause the Master Developer Parcel to be transferred to the Successor Agency pursuant to, and in accordance with, the terms of the DDA and the terms and conditions set forth herein. Said transfer shall be by grant deed in substantially the form attached hereto as Exhibit B and incorporated herein by reference. Master Developer shall transfer the Master Developer Parcel to the Successor Agency concurrently with the Successor Agency's transfer of the Channel Edge Exchange Parcel to Master Developer as set forth in Section 1 above. Possession of the Master Developer Parcel shall be delivered to the Successor Agency concurrently with the recordation of the grant deed in the official records of the County Recorder of Riverside County. 3. Master Developer's Anticipated Use. Master Developer intends to utilize the Channel Edge Exchange Parcel for development and use consistent with the Diamond Specific Plan and all other governmental regulations`' applicable thereto ( "Master Developer's Anticipated Use "). Master Developer's Anticipated Use is intended to promote development of the Channel Edge Exchange Parcel and of Master Developer properties within the East Lake Specific Plan consistent with the DDA. 4. Escrow. Within ten (10) days after this Agreement is executed by both parties, Successor Agency and Master Developer shall open an escrow ( "Escrow ") with First American Title Insurance Company, - Attention: Debbie Fritz, Escrow Officer ( "Escrow Agent "), by delivering an executed copy; of this Agreement to Escrow Agent ( "Opening of Escrow'). The closing of the Escrow ( "Close of Escrow') shall occur in accordance with Section 7 of this Agreement. This Agreement shall constitute joint primary escrow instructions to the Escrow Agent; provided, however, that the parties shall execute such additional instructions as requested by the Escrow Holder not inconsistent with the provisions hereof. This Agreement and any such escrow instructions executed by the parties shall constitute the escrow instructions for this transaction. In the event of any inconsistency between such escrow instructions and this Agreement, this Agreement shall control the rights and obligations of the parties. Exchange Agreement Revised 05 21 2015 Page 3 5. Physical Condition of Properties. Successor Agency and Master Developer shall have thirty (30) days after the Opening of Escrow to conduct due diligence on their respective properties in accordance with Section 403 of the DDA (the "Due Diligence Period "). Pursuant to Section 403 of the DDA, (i) if Successor Agency reasonably determines that the Master Developer Parcel violates any Environmental Laws, it shall have the right to terminate the exchange and cancel the Escrow within the Due Diligence Period and (ii) if Master Developer determines that the Channel Edge Exchange Parcel is not physically suitable for its intended use, it shall have the right to terminate the exchange and cancel Escrow within the Due Diligence Period. In the event that Escrow shall be terminated in accordance with the foregoing, (i) Master Developer and Successor Agency shall each pay one -half of Escrow expenses incurred to date of termination; and (ii) neither party shall have any right against the other arising out of such termination 6. Condition of Title Title Insurance. Pursuant to Section 403 of the DDA, title to the Channel Edge Exchange Parcel and Master Developer Parcel shall be conveyed free and clear of all monetary liens and encumbrances with non - delinquent taxes and assessments prorated at the Closing and subject to all existing easements, covenants, restrictions, and other non - monetary encumbrances of record as of the date of this Agreement. Within ten (10) days after this Agreement is executed by both parties, Successor Agency and Master Developer shall cause First American Title Insurance Company ("Title Insurer ") to deliver a preliminary title report for each of the Channel Edge Exchange Parcel and the Master Developer Parcel ( "Title Reports "), together with copies of any exceptions referred to in Schedule B of the Title Reports. Each party shall promptly review the exceptions, legal descriptions and other matters contained in the Title Report. Pursuant to Section 403 of the DDA, Master Developer shall have the right to terminate the exchange and cancel the Escrow if it reasonably determines that the condition of title to the Channel Edge Exchange Parcel renders it unsuitable for its intended use. The Title Insurer shall issue to each of the Master Developer and the Successor Agency a standard form CLTA owner's policy of title insurance. 7. Conditions Precedent to Exchange. The Close of Escrow for the exchange of title to the Channel Edge Exchange Parcel for title to the Master Developer Parcel under this Agreement shall be subject to, and occur upon, the satisfaction of the conditions precedent set forth in this Section 7 (unless waived in writing by the party to whom the benefit of the condition runs; unless otherwise noted; each condition shall run to the benefit of both parties). I. Delivery of Closing Documents. Execution, delivery to Escrow and acknowledgement as appropriate by Successor Agency and Master Developer of this Agreement, two (2) Grant Deeds and other necessary closing documents as may be reasonably required by Master Developer, ;Successor Agency or Escrow Agent. ii. Dissolution Act Compliance. In accordance with the applicable provisions of the Dissolution Act, the Oversight Board shall have adopted, at a regularly scheduled or special meeting, a resolution approving this Exchange Agreement and the exchange of the properties in accordance herewith, and such signed resolution shall have been submitted to DOF and DOF shall have approved, or not objected to after review, the resolution adopted by the Oversight Board approving this Exchange Agreement and the exchange of the properties in accordance herewith. iii. Issuance of Title Policies. Title Insurer shall be irrevocably committed to issue a CLTA Standard Title Policy to each of Successor Agency and Master Developer for their respective replacement properties at the Close of Escrow. Exchange Agreement Revised 05 21 2015 Page 4 iv. Recordation with the County Recorder. The Grant Deeds and any other recordable closing documents as may be reasonably required by Master Developer, Successor Agency or Escrow Agent shall have been recorded in the official records of the County Recorder of Riverside County. V. No Material Change. As set forth in Section 402.4(c) of the Original DDA, no material change in the status of the use, title, occupancy or physical condition of the Channel Edge Exchange Parcel and the Master Developer Parcel shall have occurred prior to Close of Escrow. 8. As -Is Transfer. The Channel Edge Exchange Parcel and Master Developer Parcel are being exchanged "as is, where is, and with all faults," with no other warranty express or implied by the respective grantors regarding the presence of Hazardous or Toxic Substances or Materials, compliance with Environmental Laws, or the condition of the soil, geology, the presence of known or unknown seismic faults, or the suitability; of the respective properties for any particular development or use by the grantee, and neither the Successor Agency or Master Developer, as grantor, shall have any liability or obligation after the closing of the transfer with respect thereto, and each of the Successor Agency and Master Developer shall execute the release of the grantor at the closing of the transfer in substantially the form set forth in Exhibit C and incorporated herein by reference. 9. Miscellaneous. (a) Successors and Assigns. All the terms and conditions of this Agreement are hereby made binding upon the executors, heirs, administrators, successors and permitted assigns of both parties hereto. (b) Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. (c) Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit or prescribe the scope or intent of this Agreement or any part hereof. (d) Construction. No provision of this Agreement shall be construed by any Court or other judicial authority against any party hereto by reason of such party's being deemed to have drafted or structured such provisions. (e) Entire Agreement. This Agreement, the Original DDA and DDA and any exhibits expressly incorporated herein and therein constitute the entire contract between the parties, and there are no other oral or written promises, conditions, representations, understandings or terms of any kind as conditions or inducements to the execution hereof and none have been relied upon by either party. (f) Time of Essence. Time is of the essence in this transaction. (g) Counterparts. This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer than all of the parties but all of which shall be taken together as a single instrument. The unconditional delivery by any party of an electronic image of a signed counterpart of this Agreement shall be Exchange Agreement Revised 05 21 2015 Page 5 sufficient to constitute such party's execution and delivery of this Agreement, provided that such party shall nevertheless provide at least one originally executed counterpart of this Agreement to the other party as promptly as practicable. (h) Governing Law; Venue. This Agreement shall be construed, and the rights and obligations of the parties hereunder shall be determined in accordance with the laws of the State of California and shall be filed in the court having appropriate jurisdiction located in Riverside County, California, and each of the parties hereto consent to such venue. (i) Further Assurances. The parties hereto agree to execute and deliver such further documents and take such additional actions as may be reasonably contemplated to carry out the purpose and intent of this Agreement. Q) Recitals and Exhibits. The Recitals above and Exhibits attached hereto are hereby incorporated herein by this reference for all purposes. SIGNATURES APPEAR ON NEXT PAGE Exchange Agreement Revised 05 21 2015 Page 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement date specified herein SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic Name: Grant M. Yates Its: Executive Director ATTEST: By: Name: Virginia J. Bloom Its: Successor Agency Secretary APPROVED AS TO FORM: LEIBOLD MCCLENDON & MANN,; P.C. By: Name: Barbara Z. Leibold Its: Successor Agency Counsel CIVIC PARTNERS= ELSINORE, LLC, a California limited liability company By: Name: Steven P. Semingson Its: Manager Exchange Agreement Revised 05 21 2015 Page 7 EXHIBIT A FORM OF GRANT DEED (CHANNEL EDGE EXCHANGE PARCEL) 629970.4 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: FRIEDMAN STROFFE & GERARD 19800 MacArthur Blvd., Ste 1100 Irvine, CA 92612 Attn: James D. Stroffe APN: 373 - 210 -030 Mail Tax Statements To: Civic Partners Elsinore, LLC 7777 Center Avenue, Suite 300 Huntington Beach, CA 92647 Space Above This Line for Recorder's Use Only (Exempt from recording fee per Gov. Code § 27383) GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic ( "Grantor'), hereby grants to CIVIC PARTNERS- ELSINORE, LLC, a California limited liability company ( "Grantee ") that certain real property located in the City of Lake Elsinore, County of Riverside, State of California more particularly described in Exhibit 1 attached hereto and incorporated herein by reference ( "Property "). 1. It is understood and agreed that the property conveyed by this Grant Deed includes all improvements to the Property which are, either generally or for purposes of acquisition by Grantee, a part of the Property. 2. Grantee expressly acknowledges and accepts that the Property is subject to the concentration of surface water drainage along with inundation and flooding from the waters of the San Jacinto River and Lake Elsinore. Upon acceptance of this Grant Deed as provided herein, Grantee hereby waives and releases any and all claims, actions, or liability against Grantor and the City of Lake Elsinore, a California municipal corporation, arising from or related to such waters. EXPRESSLY WAIVED AND RELEASED BY GRANTE. 4. The Property is conveyed in accordance with and subject to the Redevelopment Plans for the Rancho Laguna Redevelopment Project Area Nos. II and III (collectively, the "Redevelopment Plans "). The Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. II was approved and adopted by the City Council of the City of Lake Elsinore by its Ordinance No. 671 on July 11, 1983, as amended by Ordinance No. 987 on November 22, 1994. The Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. III 629970A was approved and adopted by the City Council of the City of Lake Elsinore by its Ordinance No. 815 on September 8, 1987, as amended by Ordinance No. 987 on November 22, 1994. Grantee shall not use the Property or permit the Property to be used other than as authorized or permitted under the applicable provisions of the Redevelopment Plans; provided, however, that no future amendments to the Redevelopment Plans that change the uses or development permitted on the Property shall become effective or apply to the Property without the prior written consent of Grantee. 5. Grantee covenants and agrees that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property nor shall the Grantee establish or permit any such practice or practices of discrimination or segregation with reference to the location, subtenants, or vendees of the Property or in connection with the employment of persons for the construction, operation and management of the Property. Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph. All deeds, rental agreements, leases, or contracts made or entered into by the Grantee as to the Property or any portion thereof shall contain and be subject to the following nondiscrimination and no segregation clauses: a. In deeds: 'The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph. 629970A b. In leases: 'The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Sections 512, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o)', and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph. C. In contracts: 'There shall, be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in connection with the performance of this contract nor shall the contracting party himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, contractors, subcontractors or vendees with respect to the premises." Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Sections 51.2, 51.3, 51 A, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior' citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing; paragraph. The covenants established herein shall, without regard to technical classification and designation, be binding on Grantee and any successors in interest to the Property, or any part thereof, for the benefit and in favor of Grantor and its successors and assigns. The covenants against discrimination shall run with the land and remain in effect in perpetuity. 4. All conditions, covenants, and restrictions contained in this Grant Deed shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by Grantor, its successors and assigns, against Grantee, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof. 629970.4 SIGNATURES APPEAR ON NEXT PAGE 629970.4 Date: SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic Bv: Name: Grant M. Yates Its: Executive Director ATTEST: Bv: Name: Virginia J. Bloom Its: Successor Agency Secretary APPROVED AS TO FORM: LEIBOLD MCCLENDON & MANN, P.C. By: Name: Barbara Z. Leibold Its: Successor Agency Counsel ACC The undersigned hereby accepts conveyat subject of the covenants, conditions and rest CIVIC PARTNERS- ELSINORE, LLC, a California limited liability company By: Name: Steven P. Semingson:'`' Its: Manager 629970A he property described in this Grant Deed hereinabove set forth. 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 ORANGE On SS. before me, a personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity, and that by his /her /their signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (29970.4 EXHIBIT 1 Legal Description [TO FOLLOW] 629970A m FORM OF GRANT DEED (MASTER DEVELOPER PARCEL) 629970.4 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Successor Agency of the Redevelopment Agency of the City of Lake Elsinore 130 S. Main Street Lake Elsinore, California 92530 Attention: Agency Secretary APN: 371 - 100 -015 Space Above This Line for Recorder's Use Unly (Exempt from recording fee per Gov. Code § 27383) Mail Tax Statements To: Successor Agency of the Redevelopment Agency of the City of Lake Elsinore 130 S. Main Street Lake Elsinore, CA 92530 Attn: Agency Secretary GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CIVIC PARTNERS- ELSINORE, LLC, a California limited liability company, hereby grants to THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic, that certain real property located in the City of Lake Elsinore, County of Riverside, State of California more particularly described in Exhibit 1 attached hereto and incorporated herein by reference, subject to real property taxes and assessments for the current tax year and all easements, covenants, encumbrances and restrictions of record. Date: CIVIC PARTNERS- ELSINORE, LLC, a California limited liability company Name: Steven P. Semingson Its: Manager 629970A ACCEPTANCE The undersigned hereby accepts conveyance of the property described in this Grant Deed subject of the covenants, conditions and restrictions hereinabove set forth. SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic By: Name: Grant M. Yates Its: Executive Director ATTEST: Name: Virginia J. Bloom Its: Agency Secretary APPROVED AS TO FORM: LEIBOLD MCCLENDON & MANN, P.C. By: Name: Barbara Z. Leibold ` Its: Successor Agency Counsel 629970A 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. r. • G_ •C► G SS. COUNTY OF ORANGE On before me, , a personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity, and that by his /her /their signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ez9970A EXHIBIT 1 Legal Description [O FOLLOW] APN: 371- 100 -004 -4 629970.4 EXHIBIT C FORM OF RELEASE TO BE EXECUTED BY MASTER DEVELOPER AND SUCCESSOR AGENCY AT CLOSING 629970.4 LIMITED RELEASE THIS LIMITED RELEASE (this 'Release ") is made and entered into effective as of , by and between the Successor Agency of the Redevelopment Agency of the City Of Lake Elsinore, a public body, corporate and politic ( "Successor Agency "), on the one hand, and Civic Partners - Elsinore, LLC, a California limited liability company ( "Master Developer'), on the other hand. Any capitalized terms that are not defined herein shall have the definition as set forth in that certain Amended and Restated Disposition and Development Agreement effective March 8, 2011 executed by and among, Successor Agency, Master Developer and McMillin Summerly LLC ( "DDA "). Master Developer Release of Successor Agency. (a) The physical condition of the Channel Edge Exchange Parcel is being transferred "AS IS, WHERE IS, AND WITH ALL FAULTS," with no other warranty express or implied by the Successor Agency regarding the presence of Hazardous or Toxic Substances or Materials, compliance with Environmental Laws, or the condition of the soil, geology, the presence of known or unknown seismic faults, or the suitability of the Channel Edge Exchange Parcel for any particular development or use by Master Developer. Accordingly, the Successor Agency shall have no liability or obligation after the recordation of the grant deed for the Channel Edge Exchange Parcel. (b) Except to the extent the Successor Agency has breached any of its covenants, representations, or warranties set forth in the DDA and except as provided hereinbelow, Master Developer hereby waives, releases, and discharges forever the Successor Agency, and its and their respective officers, employees, tenants, licensees, occupants, contractors, consultants, volunteers, agents, and representatives (the "Releasees"), from all present and future claims, demands, suits, legal and administrative proceedings, and liabilities for damages, losses, costs, fees, and expenses, present and future, arising out of or in any way connected with the physical or environmental condition of the Channel Edge Exchange Parcel, any Hazardous or Toxic Substances or Materials on, under, or about the Channel Edge Exchange Parcel, or the existence of Hazardous or Toxic Substances or Materials contamination due to the generation of Hazardous or Toxic Substances or Materials from the Channel Edge Exchange Parcel, howsoever they came to be placed there, except that arising out of the active negligence or willful misconduct of any of such Releasees. Notwithstanding the foregoing, however, this release shall not apply to any claim for indemnity or contribution that Master Developer may have against any of the Releasees in the event a lawsuit, administrative proceeding, arbitration, or other similar action is brought against Master Developer with respect to the acquisition of the Channel Edge Exchange Parcel by Master Developer by any of the Releasees or any third party. (c) Master Developer is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 629970.4 To the extent applicable to the transfer of the Channel Edge Exchange Parcel by the Successor Agency, Master Developer hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code: Master Developer's Initials Successor Agency's Initials Successor Agency Release of Master Developer. (d) The physical condition of the Master Developer Parcel is being transferred "AS IS, WHERE IS, AND WITH ALL FAULTS," with no other warranty express or implied by Master Developer regarding the presence of Hazardous or Toxic Substances or Materials, compliance with Environmental Laws, or the condition of the soil, geology, the presence of known or unknown seismic faults, or the suitability of the Master Developer Parcel for any particular development or use by the Successor Agency. Accordingly, Master Developer shall have no liability or obligation after the recordation of the grant deed for the Master Developer Parcel. (e) Except to the extent Master Developer has breached any of its covenants, representations, or warranties set forth in the DDA and except as provided'hereinbelow, the Successor Agency hereby waives, releases, and discharges forever Master Developer, and its and their respective officers, employees, tenants, licensees, occupants, contractors, consultants, volunteers, agents, and representatives (the "Releasees"), from all present and future claims, demands, suits, legal and administrative, proceedings, and liabilities for damages, losses, costs, fees, and expenses, present and future, arising out of or in any way connected with the physical or environmental condition of the Master Developer Parcel, any Hazardous or Toxic Substances or Materials on, under, or about the "Master Developer Parcel, or the existence of Hazardous or Toxic Substances or Materials contamination due to the generation of Hazardous or Toxic Substances or Materials from the Master Developer Parcel, howsoever they came to be ,placed there, except that arising out of the active negligence or willful misconduct of any of such Releasees. Notwithstanding the foregoing, however, this release shall not apply to any claim for indemnity or contribution that the Successor Agency may have against any of the Releasees in the event a lawsuit, administrative proceeding, arbitration, or other similar action is brought:' against the Successor Agency with respect to the acquisition of the Master Developer Parcel by Successor Agency by any of the Releasees or any third party. (f) The Successor Agency is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 629970A To the extent applicable to the transfer of the Master Developer Parcel by Master Developer, the Successor Agency hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code: Master Developer's Initials Successor Agency's Initials IN WITNESS WHEREOF, the parties hereto have executed this Limited Release as of the date specified herein. SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic By: Name: Grant M. Yates Its: Executive Director ATTEST: By: Name: Virginia J. Bloom Its: Successor Agency Secretary APPROVED AS TO FORM:< i FIRM n mr rt FNnr)N R MANN_ P_C_ By: Name: Barbara Z. Leibold Its: Successor Agency Counsel CIVIC PARTNERS- ELSINORE, LLC, a California limited liability company By: Name: Steven P. Semingson Its: Manager EXHIBIT D -1 F29970A SURVEY OF CHANNEL EDGE PARCEL [O FOLLOW] 629970A EXHIBIT D -2 LEGAL DESCRIPTION OF CHANNEL EDGE EXCHANGE PARCEL [TO FOLLOW] 629970.4