COMPLETED BOARD ORDER"�|E
��49
Before the Board of Directors of the
Redev lopment Agency of the County of Monterey
Agreement Nos. A-12020 & 12021
a. Approve a First Implementation Agreement to Disposition
and Development Agreement between the Redevelopment
Agency of the County of Monterey and UCP East
Garrison, LLC with resp t to the implementation of the
Disposition and Development Agreement for the East
Garrison Project;
b. Approve an Implementation Agreement Among UCP East
Garrison, LLC, Midpen ousing Corporation, County of
Monterey, and the Redev lopment Agency of the County
of Monterey with respect to the development of affordable
housing in Phase 1 of the ast Garrison Project; and
c. Authorize the Chair to exe ute both agreements
Upon motion of Director Salin s, seconded by Director Calcagno, and carried by those members
present, the Board hereby;
a. Approved a First Imple entation Agreement to Disposition and Development Agreement
between the Redevelopment Agency of the County of Monterey and UCP East Garrison, LLC
with respect to the implementation of the Disposition and Development Agreement for the
East Garrison Project;
b. Approved an Impleme tation Agreement Among UCP East Garrison, LLC, Midpen Housing
Corporation, County o Monterey, and the Redevelopment Agency of the County of
Monterey with respect to the development of affordable housing in Phase 1 of the East
Garrison Project; and
c. Authorized the Chair t execute both agreements
PASSED AND ADOPTED onlthis 28th day of June, 2011, by the following vote, to wit:
AYES: Directors Calcagno Salinas, and Parker
NOES: None
ABSENT: Directors Armenta nd Potter
1, Gail T. Borkowski, Clerk of the B
of California, hereby certify that the
and entered in the minutes thereof o
Dated: July 7, 2011
ard of Directors of the Redevelopment Agency of the County of Monterey, State
oregoing is a true copy of an original order of said Board of Directors duly made
Minute Book 75 for the meeting on June 28, 2011.
Gail T. Borkowski, Clerk of the Board of Directors
Redevelopment Agency of the County of Monterey,
State of California
By
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AGREEMENT A-12020�"�|E
��DUPLICATE
ORIGINAL
FIRST IMPPLEMENTATION AGREEMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS FIRST IMPLEMENTATION AGREEMENT TO DISPOSITION AND
DEVELOPMENT AGREEMENT this Amendment") is made this day of
2011, by and between THE, REDEVELOPMENT AGENCY OF THE COUNTY OF
MONTEREY the A enc and UCP EAST GARRISON, LLC UCP EG"). Agency and
UCP EG are each referred to herein as a Party" and together as the Parties." The COUNTY
OF MONTEREY the County") has consented to this Amendment as set forth in the Consent
and Agreement of the County appended hereto following the signature pages.
RECITALS:
A. Agency and East Garrison Partners I, LLC EGP") entered into that certain
Disposition and Development Agreement Together With Exclusive Negotiation Rights to
Certain Property) on October 4, 2005 the DDA"), which DDA, among other things, imposes
certain conditions including, without limitation, construction requirements, operating covenants,
and transfer restrictions) on the real property commonly known as East Garrison Track Zero
located in the unincorporated area of the County of Monterey, California and more particularly
described on Exhibit A to the DDA and incorporated herein by reference the Pro pert The
DDA is evidenced by a Memorandum of Disposition and Development Agreement Together
With Exclusive Negotiation Rights to Certain Property) dated October 4, 2005 and recorded on
May 16, 2006 in the official records of the Monterey County Recorder's Office the Official
Records") as Instrument NO. 2006044222 the Memorandum"). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the DDA.
B. On or around January 30, 2007, EGP obtained a loan from Residential Funding
Company, LLC, a Delaware limited liability company and RFC Construction Funding, LLC, a
Delaware limited liability company collectively, the Original Lender") in the original principal
amount of up to Seventy Fine Million Dollars $75,000,000) the Loan"), which Loan was
evidenced by, among other instruments, i) that certain Loan Agreement dated January 30, 2007
by and between EGP and Original Lender the Loan Agreement"); ii) that certain Revolving
Promissory Note dated January 30, 2007, made by EGP to the order of Original Lender the
Note"); and iii) that certain Construction Deed of Trust, Security Agreement and Fixture Filing
with Assignment of Rents, Proceeds and Agreements effective as of January 30, 2007, and made
by EGP, as trustor, to First American Title Company, as trustee, for the benefit of Original
Lender, as beneficiary, as a#nended by that certain Modification to Construction Deed of Trust,
Security Agreement and Future Filing with Assignment of Rents, Proceeds and Agreement
bearing a date of February 1, 2008 collectively, the Deed of Trust"), which Deed of Trust
encumbered the Property. The Loan Agreement, Note, Deed of Trust, together with all other
documents, instruments and modifications relating to the Loan are referred to herein collectively
as the Loan Documents."
C. Agency and County each provided their consent to the Loan pursuant to that
certain Consent, Subordination and Recognition Agreement dated as of January 30, 2007
CSRA") by and among the County, the Agency, EGP and Original Lender, which was
recorded in the Official Records on February 1, 2007 as Instrument No. 2007008911.
13330017.2
1
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��I
D. On or around January, 2009, EGP defaulted on its Loan obligations to Original
Lender by, among other things, failing to make debt service payments to Original Lender as and
when required under the Loan Documents.
E. As a result of EGP's defaults under the Loan Documents, on March 24, 2009,
Original Lender commenced trustee sale proceedings under the Deed of Trust by causing a
Notice of Default and Election to Sell under Deed of Trust to be recorded in the Official Records
as Instrument No. 2009011,137 the Trustee Sale Proceedings").
F. On August 2009, during the pendency of the Trustee Sale Proceedings, UCP
EG purchased the Loan and Loan Documents from Original Lender, as evidenced by, among
other instruments, i) that certain Purchase and Sale Agreement dated July 1, 2009 by and
between Original Lender and UCP EG; ii) that certain Assignment to Note dated August 7, 2009
made by Original Lender for the benefit of UCP EG; iii) that certain Assignment of Deed of
Trust made by Original Lender for the benefit of UCP EG dated and recorded in the Official
Records on August 7, 2009 as Instrument No. 2009050410; and iv) that certain Assignment of
CSRA made by Original Lender for the benefit of UCP EG dated and recorded in the Official
Records on August 7, 2009 as Instrument No. 200905041.
G. As a result of UCP EG's purchase of the Loan, UCP EG became the lender under
the Loan Documents and a',"Lender" as such term is defined in the CSRA) under the CSRA, all
as further confirmed by those certain Estoppel Certificates executed by both the Agency and the
County for the benefit of UCP, LLC UCP EG's parent company) on July 28, 2009.
H. On September 8, 2009, the Property was auctioned for sale as part of the Trustee
Sale Proceedings and UCP'EG, being the highest bidder at such sale, became the purchaser of
the Property pursuant to a credit bid equal to Twenty Two Million One Hundred Fifty Three
Thousand Four Hundred Twenty Five Dollars and 45/00 cents $22,153,425.45 This amount
will be considered the Initial Land Payment" as defined in the DDA.
1. Title to the Property was vested in UCP EG pursuant to that certain Trustee's
Deed Upon Sale dated September 8, 2009 and recorded in the Official Records on September 9,
2009 as Instrument No. 2009057220.
J. UCP EG's acquisition of the Property through the Trustee Sale Proceedings
resulted in the occurrence of a Transfer Event"(as such term is defined in the CSRA); thereby
rendering UCP EG a Succeeding Owner" as such term is defined in the CSRA) under the
CSRA and entitling UCP EG to a number of rights and benefits under the CSRA and DDA,
including, without limitation, the requirement that both the Agency be bound to UCP EG by the
provisions of the DDA as if the DDA was originally between the Agency and UCP EG.
K. However, UCP EG, as a Lender and Succeeding Owner, is not obligated to
perform any development or construction work at the Property until such time as it expressly
assumes in writing the continuing performance obligations of EGP under the DDA and officially
assumes the role of master Developer under the DDA.
13330017.2 2
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��L. UCP EG is now ready and willing to assume the role of master Developer under
the DDA and to continue the performance obligations required thereunder, as the DDA is
implemented pursuant to this and any subsequent Implementation Agreements.
M. The Agency is agreeable to the implementing measures identified in this First
Implementation Agreement and to deem UCP EG as the master Developer thereunder, and UCP
EG is willing to assume the role of master Developer, in accordance with the terms and
conditions set forth hereunder.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants, representations, warranties, conditions, and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Assumption of DDA.
1.1 Assumption 107 of DDA; 1 of CSRA). UCP EG hereby covenants
and agrees that, on and after the Effective Date as defined below), UCP EG will assume EGP's
role as Developer" under the DDA, and, except as otherwise set forth in Section 1.3 hereof, will
assume, observe, perform, fulfill and be bound by all terms, covenants, conditions and
obligations of EGP under the DDA as amended hereby). As of the Effective Date, UCP EG
shall have all rights of EGP in, to and under the DDA.
1.2 Agency Consent 107 of DDA; I of CSRA) The Agency hereby
consents to the foregoing assumption and hereby covenants and agrees that the Agency shall be
bound to UCP EG by the provisions of the DDA as if the DDA were originally between the
Agency and UCP EG. Thee Agency's obligations to UCP EG under the DDA shall include,
without limitation, all obligations to provide and/or otherwise assist with the financing of the
Project, as more specifically set forth in Attachment No. 4 to the DDA. The Agency further
agrees that UCP EG is hereby deemed to be the Master Developer" of the Site as such term is
defined in Attachment No.4 6 of the DDA) and shall be entitled to all rights granted to the
Master Developer under the DDA.
1.3 DDA Provisions Pertaining to EGP and Obligations Prior to Site
Conveyance. The Parties acknowledge and agree that UCP EG was not the original Developer
under the DDA and, as such, there are a number of DDA provisions that do not apply to UCP EG
given that EGP purchased the Site from the Agency in 200[5], including, without limitation,
Sections 200-203 relating to the purchase and sale of the Site by EGP), Sections 509-511
relating to the parties' rights and remedies that existed prior to the conveyance of the Site to
EGP), and Section 706 relating to property management services prior to the conveyance of the
Site).
2. Project Costs.
2.1 Cost Basis Attachment No. 4, A(3 d) of DDA: 3 of CSRA).
Notwithstanding anything in the CSRA to the contrary, including, without limitation, Section
3(a)(i) thereof, the Parties hereby covenant and agree that the amount of Project Costs incurred
by UCP EG to acquire the Project shall equal Twenty Two Million One Hundred Fifty Three
13330017.2 3
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AGREEMENT A-12020�"�|E
��Thousand Four Hundred Twenty Five Dollars and Forty Five Cents $22,153,425.45), plus all
other Project Costs as defined in Attachment No. 4, Section 3(d) of the DDA) incurred by UCP
EG in the acquisition and development of the Property and EGP's rights as Developer under the
DDA, including all attorneys' fees and costs.
2.2 Management Fee Attachment No. 4, A(3)(d)). Agency hereby
covenants and agrees that either UCP EG or UCP, LLC UCP EG's parent company), as UCP
EG may determine in its sole discretion, is entitled to receive an ongoing management fee for the
supervision and development of the Project equal to i) One Hundred Fifty Thousand Dollars
$150,000) per quarter commencing on the Effective Date and continuing through the close of
escrow for the final lot to be sold in Phase 1 of the Project; ii) One Hundred Thousand Dollars
$100,000) per quarter commencing on the day after the close of escrow for the final lot to be
sold in Phase 1 of the Project and continuing through the close of escrow for the final lot to be
sold in Phase 2 of the Project; and iii) Fifty Thousand Dollars $50,000) per quarter
commencing on the day after the close of escrow for the final lot to be sold in Phase 2 of the
Project and continuing until such time the close of escrow for the final lot to be sold in Phase 3
of the Project. In addition,,the amount of Seventy-five Thousand Dollars $75,000) per quarter
may be assessed by UCP EG as a Management Fee, commencing on September 8, 2009, and
extending to the Effective Date of this First Implementation Agreement.
Agency acknowledges and agrees that the management fee amounts listed in this Section
2.2 are reasonable and equal to the amount that would be charged by third parties on an arms'
length basis and, as such, may be included by UCP EG as part of its Project Costs. UCP EG
acknowledges and agrees that these management fees represent all UCP EG management fees to
be assessed on the Project and does not included fees that may be assessed by future developers
or builders. Management fees for any partial quarter shall be prorated based on the number of
days that UCP EG or UCP,' LLC as applicable) is entitled to such management fee bears in
proportion to the actual number of days in such quarter.
3. Schedule of Performance.
3.1 Generally. The Parties recognize that the current Schedule of
Performance set forth in the DDA is no longer current or feasible due to EGP's failure to
complete development of the Project in accordance with the original timelines, EGP's invocation
of Enforced Delay in 2008,~and the dramatic change and downturn in the local real estate market
since the time the DDA was signed. As a result, the Parties desire to implement the DDA by
using the Schedule of Performance attached to this First Implementation Agreement.
3.2 Attachment No. 5. Attachment No. 5 to the DDA is hereby deleted in its
entirety and replaced with the new Attachment No. 5 attached hereto and incorporated herein by
reference
3.3 Perfortmance Schedule for Phases 2 and 3. As set forth in the new
Attachment No. 5, the Parties agreed to the performance schedules for Phases 2 and 3, based
upon current local market conditions. This revised Schedule of Performance does not alter the
performance conditions related to the provision of affordable rental housing as set forth in
Section B of Attachment No. 3 to the DDA, nor the conditions related to the provision of
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AGREEMENT A-12020�"�|E
��moderate-income housing set forth in the DDA. The Parties agree, however, that if by the time
that escrow has closed on the 250th lot sale in Phase 1, it appears that the performance
obligations for housing may not be achieved in a timely manner, the Parties shall begin a meet
and confer process with respect to the performance obligations. The Parties also agree that
among the matters to be included in the meet and confer process shall be the timing of
construction of affordable rental units, the possible self performance of any remaining affordable
housing obligations contained in Attachment No. 3 to the DDA, and the possible payment of the
applicable In-Lieu Fee for Monterey Peninsula/Coastal Area as an alternative to conditions on
the issuance of building permits. The Agency agrees to extend its best good faith efforts to assist
UCP EG in finding financial assistance for the completion of the affordable housing obligations,
consistent with the provisions of the existing pledge of tax increment contained in Section H of
Attachment No. 4 to the DDA.
4. Workforce II Housing Attachment No. 3, A &B; & Attachment No. 9, & 5)
4.1 Background and Implementation Effort.
a) Background. The DDA currently requires that one hundred and forty
140) units be offered to Workforce II buyers in Phase 3 of the Project. This requirement was
originally intended to guard against Workforce II homebuyers from being priced out of
purchasing units located in the Project. However, due to the recent decline in the local real
estate market, the Parties agree that a reasonable estimate for the purchase prices of the
majority of the market rate units that are anticipated to be sold in Phase I of the Project will be
at or below Workforce 11" levels.
b) Implementation of Workforce II Obligations. The Parties agree to
implement Section 5 of Attachment No. 9 of the DDA in the following manner and will be
embodied in the Workforce Housing II Agreement referenced in Attachment 3 to the DDA:
i) Developer shall satisfy all Workforce II Housing obligations
imposed upon Developer under the DDA with the sale upon the terms and conditions set forth
below) of forty-seven 47) residential units in Phase I of the Project as Workforce II units; forty-
seven 47) residential units in Phase 2 of the Project as Workforce II units; and forty-six 46)
residential units in Phase 3 of the Project as Workforce II units.
ii) The Workforce II unit must be sold at a Workforce II Purchase
Price, which price cannot exceed fair market value for the unit at the time of initial sale.
iii) The actual buyer(s) of such Workforce II residential unit(s) must
be a qualified Workforce II homebuyer and must agree to record a covenant committing to
owner-occupancy of the unit for a minimum of one 1) year.
iv) Agency agrees that it shall not require the placement of any deed
restrictions or deeds of trust, which requires equity sharing on the Workforce II residential units
developed and sold in Phases 1 and 2. Agency further agrees that any equity sharing
requirement for Workforce Housing residential units developed and sold in Phase 3 shall only be
imposed in the event that thirre is a differential between fair market value of an equivalent
residential unit on the Project of Fifty Thousand Dollars $50,000) or Thirty percent 30%),
13330017.2 5
BIB]
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AGREEMENT A-12020�"�|E
��whichever is less. Agency also agrees that the equity share requirement for any given Phase 3
Workforce Housing unit shall terminate if Developer documents to the Agency that Developer is
unable to find a willing qualified Workforce II homebuyer after making a good faith effort to sell
such unit for a period of 120 days.
4.2 Definitions. As used in this Section 5, the following capitalized terms
shall be defined as follows;
a) Monthly Housing Costs" shall mean a monthly debt service payment
under a 30 year fixed mortgage loan in the original principal amount of the Workforce II
Purchase Price with interest thereon at current market rates along with estimated monthly
payments for property taxes, homeowners' association dues, and special assessments.
b) Workforce II Buyeer" shall mean an actual qualified buyer who earns
not more than 180% of area median income for Monterey County, as adjusted for a household
size for the appropriate unit number of bedrooms plus one) as identified in the Workforce
Housing II Agreement.
c) Workforce II Housing" shall mean the one hundred and forty 140)
residential units to be developed as originally described in the DDA and priced for the initial
sale to persons and families whose incomes do not exceed 150-180% of the adjusted median
income for Monterey County, adjusted for household size.
d) Workforce II Purchase Prices" shall mean a purchase price for a
Workforce II Housing unit which is equal to that which could have been afforded by a
Workforce II Buyer after assuming i) a down payment not to exceed 10%; and ii) Monthly
Housing Costs equal to 40% of actual eligible gross income for such Workforce II Buyer
divided by 12, provided that the Workforce II Purchase Price cannot exceed fair market value
for the applicable unit as defined by appraisal or comparable sales whichever is greater.
5. Town Centel Attachment No. 4, G(2); Attachment No. 9, 6). The Parties
agree that UCP EG shall implement its obligations for the development of the Town Center
under the DDA, including Paragraph G, Section 2 of Attachment No. 4, in the following
manner: i) before the time that escrow has closed on the sale of the 1 st lot in Phase 3, UCP EG
shall post a completion bond with respect to 34,000 square feet of the Town Center, sized
sufficiently to compensate for costs related to the construction as well as cost related to accessing
the bond; ii) UCP EG shall complete construction of at least 20,000 square feet of the Town
Center by the time that escrow for the sale of the 200th lot in Phase 3 has closed, and shall
complete construction of an additional 14,000 square feet of the Town Center by the time the
escrow for the sale of the last lot in Phase 3 has closed; iii) if UCP EG shall not have
constructed at least 20,000 square feet of the Town Center by the time that escrow has closed on
the 200th lot in Phase 3, then UCP EG shall cause the bond funds to be released to the Agency,
13330017.2
BIB]
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AGREEMENT A-12020�"�|E
��and shall deliver to the Agency a Right of Entry onto the Town Center property, so that the
Agency may cause the completion of the Town Center.
6. Parks. The Parties agree that UCP EG shall implement Condition of Approval
122 Recreation Requirements/Land Dedication) of the East Garrison Specific Plan and Vesting
Tentative Map for Phase 1 as follows:
a) Neighborhood Parks."
Neighborhood Parks are parks which are generally one 1) acre or smaller in size and are
spread across the Project. There are two 2) Neighborhood Parks located in each Phase of the
Project. The Neighborhood Parks for each Phase shall be completed in full by the time of
issuance of a Certificate of Occupancy for the 200th residential unit for each such Phase.
b) Community Park"
The Community Palk is a park to constitute approximately 7 acres and consist of certain
improvements, including a baseball field and related improvements. By the time of the issuance
of a Certificate of Occupancy for the 200th residential unit for Phase 1, all necessary
infrastructure for the completed Community Park shall be installed, together with sufficient
grading and landscaping to allow for passive recreational use. The Community Park shall be
completely developed with all required amenities and improvements no later than the close of
escrow for the lot sale which represents fifty percent 50%) or greater of the lot sales for Phase 3,
and no further lot sales shall be permitted until completion of the Community Park in its entirety.
c) Town Center Park"
The Town Center Park is approximately one acre in size and is to be built in connection
with Developer's Town Center Construction Obligation. The Town Center Park shall be
completed no later than the time a Certificate of Occupancy for the 200th residential unit is
issued in Phase 3.
7. Application of Deposit Amounts Section 201.a). The Agency hereby covenants
and agrees that, within ten 10) business days after the Effective Date, it shall make a demand on
the Escrow Agent for payment of the Deposit including any interest earned and accrued thereon)
that was originally submitted by EGP to secure the performance of its obligations under the
DDA. Upon Agency's receipt of the Deposit amounts from Escrow Agent, it shall i) inform
UCP EG of the amount received from Escrow Agent; and ii) use such Deposit amount towards
the payment of the Agency and County's cost and expenses in providing services to timely
process, implement and administer the DDA and the Development Approvals and which would
otherwise be payable by UCP EG under the DDA or the Reimbursement Agreement.
8. Insurance.
8.1 FORA PLL Section 204). On or before the Effective Date, the Agency
shall have added UCP EG as a Named Insured under the FORA PLL and shall have furnished, or
caused to be furnished, a certificate or endorsement evidencing the same.
13330017.2 7
BIB]
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��8.2 UCP EG's Insurance Section 305). On or before the Effective Date, UCP
EG shall have added the Agency and the County as additional or coinsureds under the insurance
policies required to be maintained under Section 305 of the DDA and UCP EG shall have
furnished, or caused to be furnished, a certificate or endorsement evidencing the same.
9. Enforced Delay. This First Implementation Agreement reflects the fact that there
has been a significant downward change in the residential market since the DDA was first
approved. It also represents the fact that UCP EG acquired the Project after Enforced Delay was
invoked and after the prior Developer defaulted in its obligations. In recognition of these facts,
the Parties agree that Section 604 Enforced Delay) shall be implemented in the following
manner:
a) as of the Effective Date of this First Implementation Agreement, the Enforced
Delay provisions relating to market demand and absorption shall not apply to the installation of
infrastructure and completion of lots with respect to Phase 1 only; and
b) after all infrastructure and conditions of approval relative to the issuance of the
first building permit have been completed for Phase 1, UCP EG may invoke or assert
continuation of Enforced Delay if and as necessary) upon all conditions set forth in Section 604
of the DDA.
10. Miscellaneous.
10.1 Notices. From and after the Effective Date, all notices required or
permitted to be sent to Developer" under the DDA, Development Agreement, or any documents
executed in connection therewith, shall be sent to UCP EG at the following address and in the
manner required under the DDA:
To:
UCP East Garrison, LLC
6489 Camden Avenue, Suite 204
San Jose, CA 95120
Attn: James W. Fletcher
Phone: 408) 323-1113
Fax: 408) 323-1114
With a copy to: W. Allen Bennett, Esq.
Vice President & General Counsel
548 W. Cromwell, Suite 104
Fresno, CA 93711
Phone: 559) 439-4464
Fax: 559) 439-4477
10.2 Effective Date. This Amendment shall become effective as of the date
that the Agency executes this First Implementation Agreement the Effective Date").
10.3 Ratification. The DDA, as implemented hereby, is and shall remain in full
force and effect in accordance with its terms and is hereby ratified and confirmed in all respects.
The execution and delivery of this First Implementation Agreement shall not operate as a waiver
13330017.2 8
BIB]
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� �of or an amendment of any right, power or remedy of either Party in effect prior to the date
hereof.
10.4 Further Cooperation. At all times following the Effective Date, the Parties
agree to execute and deliver, or cause to be executed and delivered, such documents and to do, or
cause to be done, such other acts and things as might reasonably be requested to assure that the
benefits of the DDA as implemented herein and as implemented by any further Implementation
Agreement) are realized by the Parties.
10.5 Entire Agreement; Conflict; Amendments. This First Implementation
Agreement and the attachments hereto, which are hereby incorporated into and made a part of
this Agreement, constitutes the entire agreement between the Parties with respect to the matters
set forth herein and there are no representations, warranties or prior understandings with respect
to UCP EG's assumption of the DDA and the implementing measures to the DDA except as
expressly set forth herein or any subsequent implementation agreements. In the event of any
conflict between the provisions of this Amendment and the provisions of the DDA, the
provisions of this First Implementation Agreement shall control. No amendment or modification
to the DDA or any Implementation Agreement will be effective unless contained in a writing
signed by both Parties.
10.6 Severability The Parties agree that should any provision of this First
Implementation Agreement be deemed by a court of competent jurisdiction to be unenforceable
under applicable law, the remaining provisions of this agreement shall in no way be affected and
shall remain in full force. The Parties also agree that any such provision deemed unenforceable
shall be replaced automatically with an enforceable provision as close as possible, in meaning
and effect, to that deemed unenforceable.
10.7 Interpretation. This First Implementation Agreement shall be interpreted
in accordance with the plain meaning of its terms and not strictly for or against any of the
Parties. The Parties acknowledge that each party and its counsel have reviewed and revised this
agreement and that the rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this First Implementation
Agreement or any document executed and delivered by either Party in connection with the
transactions contemplated by this agreement. The titles or headings of the various sections and
paragraphs of this First Implementation Agreement are intended solely for convenience of
reference and are not intended and shall not be deemed to or in any way be used to modify,
explain or place any construction upon any of the provisions of this agreement. Unless the
context shall otherwise require, words using the singular or plural number shall also include the
plural or singular number, respectively.
10.8 Counterparts. This First Implementation Agreement may be executed in
any number of counterparts; each of which shall be deemed to be an original and all of which
together shall compromise but a single instrument.
10.9 Successors and Assigns. The terms and conditions of this First
Implementation Agreement', shall be binding upon and shall inure to the benefit of the Parties and
their respective successors and assigns.
13330017.2 9
BIB]
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HOUSING-U012
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OF-U012
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THE-U012
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AGREEMENT A-12020�"�|E
�
�10.10 Amendment to Memorandum. Upon UCP EG's request, the Agency shall
cooperate in executing an amendment to the Memorandum which evidences UCP EG's status of
Developer and recognizes the implementation measures to the DDA set forth herein, in form and
substance reasonably satisfactory to the Parties, which shall be recorded in the Official Records.
Signature Page Follows]
13330017.2 10
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AGREEMENT A-12020�"�|E
�
�IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and
year next to such Party's signature.
UCP EG:
Date: Z3.yN A Iy 2011 UCP EAST GARRISON, LLC,
a Delaware limited liability company
By: UCP, LLC, a Delaware limited liability company
Its: Sole Member
DUSTIN BOGUE, COO
6489 Camden Ave, STE. 204
San Jose, CA 95120
Date:
&,'l 2011
THE AGENCY:
Name: Y n e. B. R~ 1_
REDEVELOPMENT AGENCY OF THE COUNTY
OF MONTEREY
Approved as to Form: By:
Bv:
Name:k4,t VAt,A-r4'l1
Title: Cpom UOf`f`t &C)AjSd.-
By:
Name:
Title: l~R v. Pad D ir~ rs
Ma oy ede~ rv~-c~
C l
13330017.2
Signature Page
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AGREEMENT A-12020�"�|E
�
�CONSENT AND AGREEMENT OF THE COUNTY OF MONTEREY
The County of Monterey hereby consents to the terms of the foregoing First
Implementation Agreement between the Agency and UCP EG, and does hereby agree, for itself
and its officers, departments, boards and agencies:
DDA;
1. To cooperate with the Agency and UCP EG in implementing the provisions of the
2. To consider and act upon, in a timely and good faith manner, the matters
submitted to it by the Agency and/or UCP EG;
3. To undertake, in a timely and good faith manner, subject to applicable legal
requirements, those obligations, responsibilities and actions required of the County under and in
furtherance of the DDA, provided that nothing in the DDA shall constrain or limit the County in
the lawful exercise of its discretion in accordance with CEQA and its regulatory responsibilities;
and
4. To be bound by and comply with the terms of the DDA, to the extent expressly
required under the DDA, including but not limited to Section 310 of the DDA, in the
implementation of the Development Agreement and Development Approvals as defined in the
DDA).
Consented to, approved and accepted THE COUNTY:
by:
Date: 2011 THE COUNTY OF MON
Approved as to Form:
By:
Namq Cr &I 1414, Id
Title: s 000'fV1 &L>'4S(L.
13330017.2
Name: CQ h Gll~
Title: 4 P j) i're& e S
ev~'6 a? 4A C~,
County Consent
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AGREEMENT A-12020�"�|E
�
�Attachment No. 5
First Referenced, Section 202 1)
SCHEDULE OF PERFORMANCE
Updated: 2011
Attachment No. 5
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AGREEMENT A-12020�"�|E
��EXHIBIT 5
Revised)
1. Schedule of Performance as currently delineated in the DDA will be modified as
follows:
1. PHASE 1
A. Installation of all infrastructure and
completion of all Conditions of Approval
necessary to sell first lot, for market rate units.
Timeline shall be as outlined in the Manzanita
Place" Implementation Agreement for Sub-
phases A and B.
Sub-phase A improvements by
September 30, 2012.
Sub-phase B improvements by
March 31, 2013.
B. Close of Escrow for sale of last Market
Rate Residential Lot
i. Within 3 yrs from completion of
infrastructure and Conditions of
Approval
C. Certificate of Occupancy for last
Market Rate Residential Unit
i. Within 5 yrs of close of escrow
for sale of last market rate lot
2. PHASE 2
A. Installation of all infrastructure and
completion of all Conditions of Approval
necessary to sell first lot for market rate units
B. Close of Escrow for sale of last
Market Rate Residential Lot
C. Certificate of Occupancy for last
Market Rate Residential Unit
3/31/2016
3/31/2021
Initiate infrastructure construction
no later than the Close Of Escrow
of the 250th Market Rate
Residential Unit in Phase 1.
Complete construction of Phase 2
horizontal improvements and
fulfill all Conditions of Approval
for Phase 2 Final Map within 18
months of start.
No later than 3 years after
completion of infrastructure and
Conditions of Approval.
No later than 5 years after the
close of escrow for the sale of the
last Market Rate Residential Lot.
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AGREEMENT A-12020�"�|E
��3. PHASE 3
A. Installation of all infrastructure and Initiate infrastructure construction
Completion of all Conditions of Approval no later than the Close Of Escrow
necessary to sell first lot for market rate units of the 250th Market Rate
Residential Unit in Phase 2.
Complete construction of Phase 3
horizontal improvements and
fulfill all Conditions of Approval
for Phase 3 Final Map within 18
months of start.
No later than 3 years after
B. Close of Escrow for sale of last completion of infrastructure and
Market Rate Residential Lot Conditions of Approval.
No later than 5 years after the
C. Certificate of Occupancy for last close of escrow for the sale of the
Market Rate Residential Unit last Market Rate Residential Lot.
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AGREEMENT A-12021�"�|E
��DUPLICATE
ORIGINAL
IMPLEMENTATION AGREEMENT AMONG
UCP EAST GARRISION, LLC, MIDPEN HOUSING CORPORATION, COUNTY OF
MONTEREY AND REDEVELOPMENT AGENCY OF THE COUNTY OF MONTEREY
FOR THE PHASE ONE RENTAL AFFORDABLE HOUSING DEVELOPMENT AT
EAST GARRISON PROJECT AT FORT ORD
THIS IMPLEMENTATION AGREEMENT this Agreement") is entered into as of
ji,.ii W 2011 the Execution Date") by and among the County of Monterey
County"), the Redevelopment Agency of the County of Monterey Agency"), UCP East
Garrison, LLC, a Delawaro limited liability company, as Lender/Succeeding Owner" pursuant
to the Consent, Subordination and Recognition Agreement dated January 30, 2007 the
Lender/Succeeding Owner") and the MidPen Housing Corporation, a California nonprofit
public benefit corporation MidPen"). The Lender/Succeeding Owner, Agency, MidPen and
County may each be referrled to herein as a Party" or collectively as the Parties."
RECITALS
A. The Lender/Succeeding Owner has acquired all of the rights, title and interest to
the property and developmjent rights for that development of a residential mixed use project
known as East Garrison hfreinafter, the Project"), located on the former Fort Ord, pursuant to
foreclosure process. A map showing generally the layout of lots for Phase I of the Project is
attached as Exhibit 1.
B. The Lender/Succeeding Owner has indicated a desire to resume construction
activities under the Agency's Disposition and Development Agreement DDA") and the
County's Development Agreement DA") for the Project.
C. One of the obligations under the DDA is the provision of affordable rental
housing in Phase One of the Project. This obligation is intended to be satisfied by the
development of affordable ental housing by MidPen, as evidenced by that Memorandum of
Agreement MOA") dated January 16, 2007, between MidPen and East Garrison Partners 1,
LLC, the predecessor in interest to Lender/Succeeding Owner.
D. MidPen has obtained a loan in the amount of Ten Million Dollars $10,000,000)
by, inter alia, the State of balifornia, through its Department of Housing and Community
Development HCD"), for the development of affordable rental housing in Phase One of the
Project, which loan require$ that the rental housing be ready for occupancy by September 30,
2012.
E. The terms and conditions of the HCD loan require that construction by MidPen
be substantially complete by June 30, 2012 and that Certificates of Occupancy be issued no later
than September 30, 2012. There are certain Conditions of Approval issued for the Project which
might otherwise delay or impair the ability of MidPen to comply with the timing requirements of
the HCD loan.
F. The intent of this Agreement is to agree on a process to implement the DDA, DA
and MOA in a manner which protects the public health and safety and still allows the timely
development of affordable mental housing consistent with the terms of the HCD loan.
Manzanita Place Implementation Ag*eement
I
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AGREEMENT A-12021�"�|E
��G. The Parties, hereto agree and understand that at the time of the issuance of the
Certificates of occupancy to MidPen that not all Phase 1 improvements will be complete,
specifically, the Sub-Phase B improvements may not be complete. Nevertheless, that failure of
completion will have no effect and shall not limit, hinder or defeat the issuance of the
Certificates of Occupancy so long as the Sub-phase A improvements are complete as
contemplated herein.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES
CONTAINED IN THIS AGREEMENT, COUNTY, AGENCY, MidPen AND
LENDER/SUCCEEDING OWNER AGREE AS FOLLOWS:
1. Conditions of Approval
1.01. The Parties agree that the following Conditions of Approval are affected by this
Agreement.
i) Condition of Approval No.77 Water System Capacity)
ii) Condition of Approval No. 106 Stormwater Detention Basins)
iii) Condition of Approval No. 133 HOA Brochure)
iv) Condition of Approval No. 146 Burglar Alarms)
v) Condition of Approval No. 157 On-site Private Streets)
vi) Condition of Approval No. 159 Hydrants and Fire Flow)
vii) Condition of Approval No. 160 On-site Streets Engineering)
viii) Condition of Approval No. 161 On-site Streets Road Access)
ix) Condition of Approval No. 185 On-site Streets) and
x) Condition of Approval No. 251 Off-site Roads: Reservation/Davis
Intersection and Traffic Signal)
The full description of these Conditions of Approval are set forth in Exhibit 2 to
this Agreement.
1.02. The intent of this Agreement and the Parties thereto is to determine a level of
substantial compliance" with the Phase I Conditions of Approval. Substantial
Compliance'? shall be achieved in two sub-phases. Sub-phase A activities will
enable the installation of all improvements necessary and appropriate to the
MidPen site so as to allow certificates of occupancy to be issued to the Sixty-Six
66) MidPen~residential units. Sub-phase B activities will be the installation of
the balance of the remaining Phase I improvements and achievement of all other
Manzanita Place Implementation Agreement
2
BIB]
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AGREEMENT A-12021�"�|E
��Conditions of Approval for Phase 1, as set forth herein. Sub-phase B activities
shall be implemented, to the extent feasible, on a concurrent basis with Sub-phase
A activities but it is acknowledged that Sub-phase B activities may take longer to
fully implement.
1.03. With respect to Sub-phase A activities, the Parties agree that the
Lender/Succeeding Owner shall be considered to be in substantial compliance
with above-referenced Conditions of Approval, if the following occurs with
respect to each such condition:
i) Condition of Approval No.77 Water System Capacity)
Prior to the delivery of flammable construction materials to the MidPen
site, the Lender/Succeeding Owner shall have completed, tested and
certified the capacity of those fire hydrants and on-site water lines
designated in Exhibit 3 such that the MidPen site shall have adequate fire
protection.
Additionally, prior to the delivery of flammable construction materials to
the l lidPen site, MidPen shall have completed, tested and certified the
capacity of those fire hydrants and on-site water lines located with the
Mid~en site, designated as MidPen Hydrants" in Exhibit 3.
ii) Condition of Approval No. 106 Stormwater Detention Basins)
Prior to the date of issuance of a building permit for the MidPen site, the
Lender/Succeeding Owner shall have provided a certification from a
Regibtered Civil Engineer that the drainage basins serving the MidPen site
as shown on Exhibit 4) are operationally complete and effectively
functioning.
Further, Lender/Succeeding Owner shall provide documentation
demonstrating it is responsible for operations and maintenance of such
drainage basins until they are accepted by the East Garrison Community
Services District.
iii) Co!ldition of Approval No. 157 On-site Private Streets & Open
Space)
Prior, to the delivery of flammable construction materials to the MidPen
site, the Lender/Succeeding Owner shall have completed the asphaltic
concrete base course for the roads shown on Exhibit 3.
iv) Condition of Approval No.159 Hydrants and Fire Flow)
Prior to the delivery of flammable construction materials to the MidPen
site, the Lender/Succeeding Owner shall have completed, tested and
certified the capacity of those fire hydrants and on-site water lines
designated in Exhibit 3.
Manzanita Place Implementation Agtieement
3
BIB]
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AGREEMENT A-12021�"�|E
��Additionally, prior to the delivery of flammable construction materials to
the MidPen site, MidPen shall have completed, tested and certified the
capacity of those fire hydrants and on-site water lines located within the
MidPen site, designated as MidPen Hydrants" in Exhibit 3.
v) Condition of Approval No. 160 On-site Streets Engineering)
Prior to the date of the issuance of the first Certificate of Occupancy for
the MidPen site, Lender/Successor Owner shall design and construct all
private streets within Sub-Phase A, as identified on Exhibit 3 in
accordance with the terms of COA No. 160, and shall obtain written
concurrence of the Monterey County Regional Fire District successor to
Salinas Rural Fire Department) of such design. Further, Lender/
Successor Owner shall provide documentation demonstrating it is
responsible for operations and maintenance of such streets until they are
accepted by the East Garrison Community Services District and/or the
umbrella Homeowners Association.
vi) Condition of Approval No. 161 On-site Streets Road Access)
Prior to the delivery of flammable construction materials to the MidPen
site, the Lender/Succeeding Owner shall have completed to a level of all-
weather access the roadways for Sub-phase A as highlighted in Exhibit 3.
vii) Condition of Approval No. 185 Traffic and Circulation)
The signal at Reservation Road and East Garrison Drive shall be fully
activated no later than the date of the issuance of the first Certificate of
Occupancy for the MidPen site. Prior to the activation of the signal, and
upon the commencement of construction activities at the MidPen site,
Midlen shall provide traffic controls, including flagging, consistent with
the Manual on Uniform Traffic Control Devices, at the intersection of
Reservation Road and East Garrison Drive. Further, prior to the delivery
of flammable construction materials to the MidPen site, the
Lender/Succeeding Owner shall have completed to all-weather access the
roads highlighted on Exhibit 3.
Because of the health and safety issues related to the ability to regulate
access to the MidPen site once occupied, failure of the Lender/Succeeding
Owner to fully activate the signal at Reservation Road and East Garrison
Drive by the time set forth above shall prevent the issuance of Certificates
of Occupancy for the MidPen site.
viii) Condition of Approval No. 251 Off-site Roads: Reservation/Davis
Intersection and Traffic Signal)
Prior to September 30, 2011, Lender/Succeeding Owner shall submit
improvement plans for the interim signalization of the Intersection for the
Department of Public Works to review and approve. Said interim
signalization plans shall consist of signalization and related improvements
Manzanita Place Implementation Agreement
4
BIB]
40742-U01
AGREEMENT-U02
A-12021-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
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AGREEMENT A-12021�"�|E
��within the existing right of way such as restriping if necessary) to ensure
the Intersection operates at LOS C or better during the construction of
Phase I. Additionally, within six 6) months after the issuance of a
Certificate of Occupancy for the MidPen site, but no later than March 31,
2013, Lender/Successor Owner shall complete construction of the interim
sigrlalization plans approved by the Department of Public Works. Failure
of the Lender/Succeeding Owner to install and activate the interim signal
at Reservation Road and Davis Road by the time set forth herein, shall
prevent the sale of lots or issuance of building permits other than related
to the MidPen site).
Further, Lender/Successor Owner shall conduct annual monitoring of the
intersection as further detailed in Exhibit 4 attached hereto. Attached is
Exhibit 5 detailing the intent of the parties relative to the compliance with
condition No. 251. The parties hereto acknowledge and agree that as long
as the Lender/Succeeding Owner is in compliance with the terms and
conditions of Exhibit 5, Condition No. 251 will be deemed satisfied for
the purposes of providing Certificates of Occupancy to the MidPen site.
1.04. With respect to Sub-phase B activities, the Parties agree that the
Lender/Succeeding Owner shall be considered to be in substantial compliance
with above-l eferenced Conditions of Approval, if the following occurs with
respect to each such condition:
i) Condition of Approval No. 106 Stormwater Detention Basins)
Within six 6) months after the date of the issuance of a Certificate of
Occ>jupancy for the MidPen site, but no later than March 31, 2013,
Lender/Succeeding Owner shall provide a certification from a Registered
Civil Engineer that the drainage basins for Phase 1 are complete and
operational.
Further, Lender/Succeeding Owner shall provide documentation
demonstrating it is responsible for operations and maintenance of such
drainage basins until they are accepted by the East Garrison Community
Services District.
ii) Condition of Approval No. 133 HOA Brochure)
Lender/Successor Owner shall create the umbrella Home Owners
Association for Phase I of the East Garrison Project within six 6) months
after the date of the issuance of the first Certificate of Occupancy for the
MidPen site but no later than March 31, 2013, and shall develop and
submit to the County's review, a Homeowner's brochure in compliance
with the terms of COA No. 133.
iii) Condition of Approval No. 146 Burglar Alarms)
Lendjer/Successor Owner shall create the umbrella Home Owners
Association for Phase I of the East Garrison Project within six 6) months
Manzanita Place Implementation Agreement
5
BIB]
40742-U01
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AGREEMENT A-12021�"�|E
��after the date of the issuance of the first Certificate of Occupancy for the
MidPen site but no later than March 31, 2013, and shall include in the
Homeowner's brochure information concerning Burglar Alarms in
compliance with the requirements of COA No. 133.
iv) Condition of Approval No. 157 On-site Private Streets & Open Space)
Within six 6) months after the date of issuance of the first Certificate of
Occjupancy for the MidPen site but no later than March 31, 2013,
Len}ier/Successor Owner shall complete construction of all private streets
within Phase 1, except that the private streets and alleys designated on
Exhibit 6 shall be allowed to be constructed to a level of one 1) inch
below finish grade until they are conveyed to the Umbrella Homeowners
Association, at which time they shall be completed to final finish grade.
Until such time as the street are constructed to final finish grade they shall
remain closed to the public.
Further, Lender/Succeeding Owner shall convey such streets, as well as
the proposed open space parcels C and D, and all common area parcels
shown on the Map attached as Exhibit 1, to the umbrella Homeowners
Association, consistent with the requirements of the State Department of
Rea Estate, which may include partial conveyances over time, as well as
any applicable provisions in any infrastructure improvement agreements.
Lender/Successor Owner shall be responsible for the maintenance and
operation of all such parcels until they are conveyed to the umbrella
Homeowners Association.
v) Condition of Approval No. 160 On-site Streets Engineering)
Within six 6) months after the date of the issuance of the first Certificate
of Occupancy for the MidPen site, but no later than March 31, 2013,
Lender/Successor Owner shall design and construct all private streets
within Phase 1, as shown on Exhibit 1, in accordance with the terms of
COA No. 160, except that the private streets and alleys designated on
Exhibit 6 shall be allowed to be constructed to a level of one 1) inch
below finish grade until they are conveyed to the Umbrella Homeowners
Association, at which time they shall be completed to final finish grade.
Until such time as the street are constructed to final finish grade they shall
remain closed to the public.
Lender/Successor Owner shall obtain written concurrence of the Monterey
County Regional Fire District successor to Salinas Rural Fire
Department) of such design of all private streets. Further, no later than
March 31, 2013, Lender/ Successor Owner shall provide documentation
demonstrating it is responsible for operations and maintenance of such
streets until they are accepted by the East Garrison Community Services
District and/or the umbrella Homeowners Association.
Manzanita Place Implementation Agreement
6
BIB]
40742-U01
AGREEMENT-U02
A-12021-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103334-U03
DO104290-U03
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16769-U05
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UCP-U012
EAST-U012
GARRISON,-U012
LLC,-U012
MIDPEN-U012
HOUSING-U012
CORPORATION,-U012
COUNTY-U012
OF-U012
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THE-U012
REDEVELOPMENT-U012
AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
RESPECT-U012
TO-U012
THE-U012
DEVELOPMENT-U012
OF-U012
AFFORDABLE-U012
HOUSING-U012
IN-U012
PHASE-U012
1-U012
OF-U012
THE-U012
EAST-U012
GARRISON-U012
PROJECT;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CHAIR-U012
TO-U012
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AGREEMENTS.-U012
AGREEMENT A-12021�"�|E
��vi) Condition of Approval No. 161 On-site Streets Road Access)
Within six 6) months after the date of the issuance of the first Certificate
of Occupancy for the MidPen site, but no later than March 31, 2013,
Lender/Successor Owner shall complete finished construction all private
streets within Phase I in accordance with the terms of COA No. 160 and
161; except that the private streets and alleys designated on Exhibit 6 shall
be allowed to be constructed to a level of one 1) inch below finish grade
until they are conveyed to the umbrella Homeowners Association, at
which time they shall be completed to final finish grade. Until such time
as the street are constructed to final finish grade they shall remain closed
to the public.
vii) Condition of Approval No. 185 Traffic and Circulation)
Within six 6) months after the date of the issuance of the first Certificate
of Occupancy for the MidPen site, but no later than March 31, 2013,
Lender/Successor Owner shall complete construction of all private streets
within Phase I in accordance with approved local engineering standards
and Specific Plan guidelines, except that the private streets and alleys
designated on Exhibit 6 shall be allowed to be constructed to a level of one
1) inch below finish grade until they are conveyed to the umbrella
Homeowners Association, at which time they shall be completed to final
finish grade. Until such time as the street are constructed to final finish
grade they shall remain closed to the public. Further, no later than March
31,2 013 Lender/Successor Owner shall provide documentation
demonstrating it is responsible for operations and maintenance of such
streets until they are accepted by the East Garrison Community Services
District and/or the umbrella Homeowners Association.
2. Conveyance of Property
Upon approval and execution of this Agreement by the Agency and County, the terms and
conditions required for Lender/Successor Owner to convey the MidPen site to MidPen, pursuant
to the terms of the DA, DDA and Assignment and Assumption Agreement between
Lender/Successor and MidPen, shall be deemed to be in substantial compliance. The Agency and
the County hereby approve the future transfer of the MidPen site to MidPen in accordance with
the DA, DDA, and Assignment and Assumption Agreement. Notwithstanding anything herein to
the contrary, the transfer of the MidPen site to MidPen is contingent upon Lender/Successor
and MidPen entering into a mutually agreeable Purchase Agreement with terms including, but
not limited to, MidPen obtaining funding necessary to construct and complete the contemplated
improvements.
2.01. Lender/Successor Owner and MidPen shall expedite such actions as necessary to
complete the', transfer of the site to MidPen on or before September 15, 2011.
2.02. The failure of Lender/Successor Owner to complete the conditions required in this
Agreement by the date of the issuance of a Certificate of Occupancy for the
Manzanita Place Implementation Agreement
7
BIB]
40742-U01
AGREEMENT-U02
A-12021-U02
LI21329-U03
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MG99940-U03
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AS99975-U03
AI103334-U03
DO104290-U03
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16769-U05
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KARINA-U09
TORRESK-U10
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AGREEMENT-U012
TO-U012
DISPOSITION-U012
DEVELOPMENT-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
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AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
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EAST-U012
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LLC-U012
RESPECT-U012
TO-U012
THE-U012
IMPLEMENTATION-U012
OF-U012
THE-U012
DISPOSITION-U012
DEVELOPMENT-U012
AGREEMENT-U012
THE-U012
EAST-U012
GARRISON-U012
PROJECT;-U012
B.-U012
APPROVE-U012
AN-U012
IMPLEMENTATION-U012
AGREEMENT-U012
AMONG-U012
UCP-U012
EAST-U012
GARRISON,-U012
LLC,-U012
MIDPEN-U012
HOUSING-U012
CORPORATION,-U012
COUNTY-U012
OF-U012
MONTEREY,-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
RESPECT-U012
TO-U012
THE-U012
DEVELOPMENT-U012
OF-U012
AFFORDABLE-U012
HOUSING-U012
IN-U012
PHASE-U012
1-U012
OF-U012
THE-U012
EAST-U012
GARRISON-U012
PROJECT;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CHAIR-U012
TO-U012
EXECUTE-U012
BOTH-U012
AGREEMENTS.-U012
AGREEMENT A-12021�"�|E
��MidPen site shall be the responsibility of Lender/Successor Owner and shall not
interfere with the issuance of the Certificate of Occupancy if MidPen has met all
conditions related to its development of the site and all Sub-phase A
improvements are complete. To the extent that any party other than
Lender/Successor Owner incurs any costs resulting from the failure of
Lender/Successor Owner to timely comply with the obligations described in
Sections 1, 2 or 3 of this Agreement, such party reserves all its rights to seek
compensation from Lender/Successor Owner.
2.03. A specific condition of the conveyance of the property to MidPen will be a
condition that the ultimate rental contract between MidPen and their end users
Renters") will contain strong and specific language regarding the Renters
understanding of the limits and boundaries of the Phase 3 property. Specifically,
it will need to be clearly understood and stated that there will be a zero tolerance
policy towards any trespassing, vandalism or malicious activity by Renters and/or
their dependents, guests or invitees on or about the Phase 3 property.
3. Further Implementing Activities.
3.01. To further implement the provision of Phase I Affordable Rental Housing
pursuant to the DDA and DA, Lender/Succeeding Owner agrees to take the
following actions by the following time periods:
a) To use commercially reasonable efforts to provide permanent
power to the MidPen site as soon as is feasible; and
b) To use commercially reasonable efforts to cause the sewer lift
station to be operational as soon as is feasible; and
c) Obtain a Will Serve" letter from MCWD that identifies that water
and sewer are available to the MidPen site.
4. Payment of Funds.
4.01. As part of the implementation of the DDA, and MOA with respect to MidPen, as
well as implementation of MidPen's loan from HCD, the Agency will incur
certain costs, Those costs were estimated and included in the loan application
which resulted in the HCD award, and MidPen hereby agrees to pay the Agency a
Project Implementation Fee" in the amount of One Hundred Thousand Dollars
$100,000) to pay for the services being provided by the Agency for this portion
of the project.
4.02. Payment of the Project Implementation Fee shall be made in the following
manner:
a. MidPen shall pay one-half of the Project Implementation Fee to the
gency no later than thirty 30) days after approval of this Agreement.
Manzanita Place Implementation Agreement
8
BIB]
40742-U01
AGREEMENT-U02
A-12021-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103334-U03
DO104290-U03
C5-U03
AGREEMENTS-U03
7/18/2011-U04
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16769-U05
2-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
FIRST-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
IMPLEMENTATION-U012
AGREEMENT-U012
TO-U012
DISPOSITION-U012
DEVELOPMENT-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
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AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
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EAST-U012
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RESPECT-U012
TO-U012
THE-U012
IMPLEMENTATION-U012
OF-U012
THE-U012
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DEVELOPMENT-U012
AGREEMENT-U012
THE-U012
EAST-U012
GARRISON-U012
PROJECT;-U012
B.-U012
APPROVE-U012
AN-U012
IMPLEMENTATION-U012
AGREEMENT-U012
AMONG-U012
UCP-U012
EAST-U012
GARRISON,-U012
LLC,-U012
MIDPEN-U012
HOUSING-U012
CORPORATION,-U012
COUNTY-U012
OF-U012
MONTEREY,-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
RESPECT-U012
TO-U012
THE-U012
DEVELOPMENT-U012
OF-U012
AFFORDABLE-U012
HOUSING-U012
IN-U012
PHASE-U012
1-U012
OF-U012
THE-U012
EAST-U012
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PROJECT;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CHAIR-U012
TO-U012
EXECUTE-U012
BOTH-U012
AGREEMENTS.-U012
AGREEMENT A-12021�"�|E
� �b. MidPen shall pay the remaining Project Implementation Fee to the Agency
no later than the issuance of the Certificate of Occupancy for the MidPen
site.
5. No Promise or Representation as to Future Actions.
Lender/Succeeding Owner, MidPen, Agency and County agree that nothing in this
Agreement is to be constrj ied as a representation, promise, or commitment on the part of the
County or Agency to give special treatment to, or exercise its discretion favorably for, the
Project or Lender/Succeeding Owner or MidPen with respect to any changes or variances in the
Project. The purpose of this Agreement is to implement the existing Project as it pertains to the
development of Affordable Rental Housing in Phase I.
6. Other Agreements Remain in Place.
All other agreements between and/or among the County, Agency, Lender/Successor
Owner or MidPen, or such of them as may exist, remain in place and effect. This Agreement
merely implements the DIVA and DA, and any changes or amendments to those agreements must
be made in separate documents.
7. Indemnification.
The Lender/Succeeding Owner and MidPen shall each defend, indemnify, and hold
harmless the County and Agency from and against any and all claims, liabilities, or losses in any
action brought by any third party challenging the validity of this Agreement or the authority of
the County or Agency to enter into this Agreement. This indemnification shall survive any
termination of this Agreement.
8. Assignment.
Neither the Lender/Succeeding Owner nor MidPen may assign, sell, mortgage,
hypothecate or otherwise transfer its obligations under this Agreement except as part of a
financial transaction or transfer to a transferee or assignee as permitted under or as otherwise
approved in writing by the County and Agency. This Agreement and the rights, privileges,
duties, and obligations of the Parties hereunder shall be binding upon and inure to the benefit of
the parties hereto and their respective, successors and permitted assigns.
9. Amendment.
This Agreement may be amended or modified only by an instrument in writing signed by
all the Parties hereto.
10. Authority tplement this Agreement.
The Director of Housing and Redevelopment shall have the authority to implement this
Agreement on behalf of thetounty and Agency, and to enter into such clarifying and/or
administrative memoranda or other documentation as he or she deems appropriate to carry out its
purpose and intent, provided that any change to a material term of this Agreement shall require
approval of both the Board of Supervisors of the County of Monterey and the Board of Directors
of the Redevelopment Agency of the County of Monterey. Lender/Succeeding Owner represents
Manzanita Place Implementation Agreement
9
BIB]
40742-U01
AGREEMENT-U02
A-12021-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103334-U03
DO104290-U03
C5-U03
AGREEMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16769-U05
2-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
FIRST-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
IMPLEMENTATION-U012
AGREEMENT-U012
TO-U012
DISPOSITION-U012
DEVELOPMENT-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
UCP-U012
EAST-U012
GARRISON,-U012
LLC-U012
RESPECT-U012
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THE-U012
IMPLEMENTATION-U012
OF-U012
THE-U012
DISPOSITION-U012
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AGREEMENT-U012
THE-U012
EAST-U012
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PROJECT;-U012
B.-U012
APPROVE-U012
AN-U012
IMPLEMENTATION-U012
AGREEMENT-U012
AMONG-U012
UCP-U012
EAST-U012
GARRISON,-U012
LLC,-U012
MIDPEN-U012
HOUSING-U012
CORPORATION,-U012
COUNTY-U012
OF-U012
MONTEREY,-U012
THE-U012
REDEVELOPMENT-U012
AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
RESPECT-U012
TO-U012
THE-U012
DEVELOPMENT-U012
OF-U012
AFFORDABLE-U012
HOUSING-U012
IN-U012
PHASE-U012
1-U012
OF-U012
THE-U012
EAST-U012
GARRISON-U012
PROJECT;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CHAIR-U012
TO-U012
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BOTH-U012
AGREEMENTS.-U012
AGREEMENT A-12021�"�|E
�
�and warrants that any individual executing or amending this Agreement on behalf of the
Lender/Succeeding Owner has been authorized by Lender/Succeeding Owner to enter into and
implement this Agreement on behalf of the Lender/Succeeding Owner and to bind the
Lender/Succeeding Owner to the terms and conditions of the same. MidPen represents and
warrants that any individual executing or amending this Agreement on behalf of MidPen has
been authorized by MidPen to enter into and implement this Agreement on behalf of MidPen and
to bind the MidPen to the terms and conditions of the same.
11. Waiver.
The failure of a Party hereto at any time or times to require performance of any provision
hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a
Party of any condition or of any breach of any term contained in this Agreement shall be
effective unless in writing and signed by the Parties hereto, and no waiver in any one or more
instances shall be deemed to be a further or continuing waiver of any such condition or breach in
any other instance or a waiver of any other condition or breach of any other term.
12. Governing Law.
This Agreement shall be construed, interpreted and governed by the laws of the State of
California, without regard to conflicts of law principles.
13. Negotiated Agreement.
The Parties acknowledge that each Party has reviewed and revised this Agreement and
that the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting Party shall not be employed in the interpretation of the Agreement.
14. Relationship of Parties.
This Agreement establishes only a funding and reimbursement arrangement between the
Parties, and nothing in this Agreement establishes a partnership or joint venture among the
Parties.
15. Notices.
Notice to the Parties in connection with this Project Reimbursement Agreement shall be
given personally, by first class, certified, or registered mail, or by an express mail delivery
service addressed as follows except as any Party may otherwise direct in writing to the other
Parties):
TO COUNTY AND AGENCY: Director, Redevelopment and Housing Office
County of Monterey
168 West Alisal, Third Floor
Salinas, CA 93901
Manzanita Place Implementation Agreement
10
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AGREEMENT-U02
A-12021-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103334-U03
DO104290-U03
C5-U03
AGREEMENTS-U03
7/18/2011-U04
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16769-U05
2-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
FIRST-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
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AGREEMENT-U012
TO-U012
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OF-U012
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OF-U012
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HOUSING-U012
IN-U012
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AGREEMENT A-12021�"�|E
�
�TO LENDER/SUCCEEDING OWNER:
UCP East Garrison, LLC
James W. Fletcher, Vice-President
6489 Camden Avenue, Suite 204
San Jose, CA. 95120
TO MIDPEN HOUSING CORPORATION:
MidPen Housing Corporation
303 Vintage Park Drive
Suite 250
Foster City, CA 94404
Notice shall be deemed effective at the time of personal delivery, five days after the notice is
deposited in the United States registered or certified mail, properly addressed, with postage
prepaid, or on the day of delivery if notice is sent by express mail delivery service.
16. Entire Agreement.
This Agreement constitutes the entire agreement between MidPen, Lender/Succeeding Owner,
Agency and County respecting the implementation of the DDA and DA with regard to the
provision of Affordable Rental Housing for Phase I of the East Garrison Project and shall
supersede all prior negotiations, representations or agreements, either written or oral, among the
Parties with respect to this issue. County, Agency, MidPen and Lender/Succeeding Owner each
represent that neither has relied on any promise, inducement, representation, or other statement
made in connection with this Agreement that is not expressly contained herein.
20. Counterpart.
This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the County, Agency, Lender/Succeeding Owner and MidPen have
executed this advance funding Agreement as of the day and year written below.
Manzanita Place Implementation Agreement
11
BIB]
40742-U01
AGREEMENT-U02
A-12021-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103334-U03
DO104290-U03
C5-U03
AGREEMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16769-U05
2-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
THE-U07
REDEVELOPMENT-U07
AGENCY-U07
OF-U07
THE-U07
COUNTY-U07
OF-U07
MONTEREY:-U07
A.-U07
APPROVE-U07
A-U07
FIRST-U07
294-HOUSING-U08
&-U08
REDEVLOPMENT-U08
TORRES-U09
KARINA-U09
TORRESK-U10
6/20/2011-U011
IMPLEMENTATION-U012
AGREEMENT-U012
TO-U012
DISPOSITION-U012
DEVELOPMENT-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
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AGENCY-U012
OF-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
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EAST-U012
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LLC-U012
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TO-U012
THE-U012
IMPLEMENTATION-U012
OF-U012
THE-U012
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AGREEMENT A-12021�"�|E
�
�Date:
z2kll /u, f zo/~
APPROVED AS TO FORM:
Z&q
Kay Reifnann
Deputy County Counsel
Date: le 2g l i
AND-
Date:
APPROVED AS TO FORM:
call
Kay R mann
Deputy County Counsel
Date: a & //
AND-
COUNTY:
AGENCY:
REDEVELOPMENT AGENCY OF THE
COUWFY OF MONTEREY
Chair 7~ r-,,e_
Manzanita Place Implementation Agreement
12
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40742-U01
AGREEMENT-U02
A-12021-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99975-U03
AI103334-U03
DO104290-U03
C5-U03
AGREEMENTS-U03
7/18/2011-U04
MARCELLAC-U04
16769-U05
2-U06
ACTING-U07
AS-U07
THE-U07
BOARD-U07
OF-U07
DIRECTORS-U07
OF-U07
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AGREEMENT A-12021�"�|E
�
�LENDER/SUCCEEDING OWNER:
UCP East Garrison, LLC, a Delaware Limited
Liability Company
BY: UCP, LLC, a Delaware Limited Liability
Company, its sole member
Dustin L. Bogue, President
AND-
Manzanita Place Implementation Agreement
13
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AGREEMENT A-12021�"�|E
��MIDPEN HOUSING CORPORATION
Date: June 17, 2011
Manzanita Place Implementation Agreement
14
MidPen Housing Corporation, a California
nonprofit public benefit corporation
BY:
By:
M&W
Matthew O. Franklin
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AGREEMENT A-12021�"�|E
��RESERVATION ROAD
PARK
MONTEREY COUNTY
EXHIBIT I
EAST GARRISON PHASE I
PARKIDETENTION BASIN
DRAWING PATH: T:\Monterey Projects\2615\CAD\Exhibits-WE\Mid Pen Implementation Agreement\1-Phase 1.dwg
WHITSON ENGINEERS 9699 BLUE LARKSPUR LANE, SUITE 105 MONTEREY, CALIFORNIA 93940
CALIFORNIA
SEWER
PUMP
STATION
DATE: JUNE 16, 2011
SCALE:
DRAWN:
1" 400'
APH
CHECKED: RPW
PROJECT No.: 2615.00
SHEET
I
TEL 831) 649-5225 FAX 831)373-5065 WWW.WHITSONENGINEERS.COM
OF 6
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AGREEMENT A-12021�"�|E
��EXHIBIT 2
Conditions of Approval
in this
Implementation Agreement
77 PUBLIC SERVICES: Based on MCWD's Water Distribution System Master Plan,
CapitalImproveynent Program, Table 7-1, MCWD will be required to construct new
reservoirs by Year 2007, or as determined by MCWD, based on water demands modeled
within their system. Prior to issuance of the first building permit for commercial
development within the EGSP, the project applicant shall be required to obtain written
verification front MCWD that sufficient fire flow/fire suppression capacity is available in
the Existing Reservoir F", or excess storage in Zone C or that the capacity in the new
reservoir is available to accommodate the commercial fire flow suppression requirements
associated with commercial development of the EGSP. If any portion of the commercial
development is accelerated within the EGSP area to occur in earlier phases of project
implementation, the project applicant shall be required to coordinate with MCWD to
determine whether a portion of the existing excess storage in Zone C could be reserved
for commercial fe flow. Such reservation would need to be confirmed and validated in
writing by MCWD, and would need to be balanced against any remaining capacity for
residential development. Fire, Planning and Building Inspection)
106 WR8 COMPLETION CERTIFICATION: Certification that stormwater detention
facility has been constructed in accordance with approved plans shall be provided to the
County Water Resources Agency by a registered civil engineer or licensed contractor
who constructed the facility. Water Resources Agency)
133 WRSP NON-STANDARD HOA BROCHURE: The applicant shall prepare a
homeowner's brochure that describes the following:
Homeowner BMPs for preventing siltation and providing clean runoff.
The importance of the adjacent land areas and provides recommendations for
landscaping and wildfire protection. The brochure shall also describe measures for
protecting wildlife and vegetation in the habitat areas.
Provide rideshpring, public transportation and nearby child care facilities information
to tenants and property owners.
Water Resources Agency)
146 SP NON-STANDARD SAFETY: Businesses and homeowners installing alarm
systems or concerned with neighborhood safety should consult with the Sheriff's Office.
Businesses in the Town Center should also consult with the Sheriff's Office regarding
landscaping safety, Sheriff)
157 PBDSP NON-STANDARD OPEN SPACE: The proposed open space and common
area parcels C and D parcels) and private roads shall be conveyed to the Homeowners'
Association, non-profit organization, or CSD, as appropriate. Planning and Building
Inspection, Public Works)
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AGREEMENT A-12021�"�|E
��159 FIRE030 NON-STANDARD- HYDRANTS AND FIRE FLOW: Hydrants for fire
protection shall, be provided at locations approved by the Salinas Rural Fire District and
shall conform to the following requirements:
a. FIRE FLOW BUILDINGS OTHER THAN ONE-AND TWO-FAMILY
DWELLINGS Pursuant to Uniform Fire Code Appendix III-A, the minimum fire
flow requirement for buildings other than one- and two-family dwellings with
automatic fire sprinkler systems installed is 1,500 gallons per minute with a duration
of 20 psi under normal operating conditions for a duration of 2 hours. Buildings with
Type V-N construction that are greater than 20,600 square feet shall require up to
2,000 gallons per minute with a residual pressure of 20 psi under normal operating
conditions for a duration of up to 4 hours, as prescribed by the Uniform Fire Code.
b. FIRE FLOW ONE- AND TWO-FAMILY DWELLINGS Pursuant to Uniform
Fire Code Appendix III-A, the basic minimum fire flow requirement for one- and
two-family dwellings with automatic fire sprinkler systems installed is 500 gallons
per minute with a residual pressure of 20 psi under normal operating conditions for a
duration of 2lhours.
c. TIMING OF INSTALLATION Approved fire protection water supply systems must
be installed and made serviceable prior to the time of construction.
d. HYDRANT/FIRE VALVE LOCATION) The hydrant or fire valve shall be 18
inches above grade, 8 feet from flammable vegetation, no closer than 4 feet nor
further than 12 feet from a roadway, and in a location where fire apparatus using it
will not block the roadway.
e. FIRE HYDRANTS Hydrants shall be installed in accordance with spacing set forth
in Uniform Fire Code Appendix III-B and in accordance with the following
specifications
f. HYDRANT SIZE The hydrant shall have a minimum of two 2) 2-1/2 inch outlets
NST and one 1) 4-1/2 inch outlet NST. The riser shall be a minimum of six 6)
inches and shall be wet barrel type with a coefficient of 0.9.
g. SIGNING OF WATER SOURCES Hydrant or fire valve identification maybe
allowed as specified in the State Fire Marshal's Guidelines for Fire Hydrant
Markings along State Highways and Freeways, May 1988.
Salinas Rural Fite District.)
160 FIRE002 ROADWAY ENGINEERING: The grade for all roads shall not exceed 15
percent. Where road grades exceed 8 percent, a minimum structural roadway surface of
0.17 feet of asphaltic concrete on 0.34 feet of aggregate base shall be required. The
length of vertical curves in roadways, exclusive of gutters, ditches and drainage structures
designed to hold or divert water, shall not be less than 100 feet. No roadway turn shall
have a horizontal inside radius of less than 50 feet. A roadway turn radius of 50 to 100
feet is required to have an additional 4 feet of roadway surface, or as approved by the
Salinas Rural Fire District. A roadway turn radius of 100 to 200 feet is required to have
an additional 2 feet of roadway surface, or as approved by the Salinas Rural Fire District.
Roadway turnarounds shall be required on dead-end roads in excess of 150 feet of surface
length. The minimum turning radius for a turnaround shall be 40 feet from the center line
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AGREEMENT A-12021�"�|E
��of the road. If a hammerhead/T is used, the top of the T" shall be a minimum of 60 feet
in length. Salinas Rural Fire District.)
161 FIRE030 NON-STANDARD ROAD ACCESS: Access roads shall be required for
every building when any portion of the exterior wall of the first story is located more than
150 feet from fire department access. All roads shall be constructed to provide a
minimum width of 20 feet with an unobstructed vertical clearance of not less than 15 feet.
The width may be reduced to 18 feet on neighborhood streets when rolled curb and
drivable sidewalks have been provided with the approval of the Salinas Rural Fire
District. One-way roads shall be not less than 14 feet wide, shall be connected to two-
way roads on both ends, shall have rolled curbs and drivable sidewalks. Additional width
shall be provided for on-street parking. Roads with street widths of less than 20 feet shall
have signs and other street furniture on only one side of the street. Drivable sidewalks
shall be constructed to support the weight of the fire engine 22 tons). The roadway
surface shall provide unobstructed access to conventional drive vehicles including sedans
and fire apparatus and shall be an all-weather surface designed to support the imposed
load of fire apparatus 22 tons). Each road shall have an approved name. Salinas Rural
Fire District)
185 PWSP NON-STANDARD TRAFFIC AND CIRCULATION: In addition to the
FORA impact fee, the applicant shall construct at its cost or cause to be constructed all
streets and roads within the Project. All roads shall be maintained by a Community
Services District CSD) or other suitable or appropriate entity. All roads and traffic
improvements shill be constructed in accordance with acceptable local engineering
standards and Specific Plan standards. Public Works)
251 PWSP0079 TRAFFIC AND CIRCULATION RESERVATION ROADIDAVIS
ROAD INTERSECTION IMPROVEMENTS: Applicant shall construct intersection
improvements and install a traffic signal at the intersection of Reservation Road and
Davis Road. This intersection shall be designed to operate at level of service LOS) C or
better in the year of project buildout with a street section approved by the Public Works
Director. Public Works)
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AGREEMENT A-12021�"�|E
��RESERVATION ROAD
t I i i
m_ i NA
11111111111111111111 1
ICHAMBERLAIN A PARK
ont-a-fa *
MONTEREY COUNTY
MANZANITA
PLACE PROJECT
SITES
EXHIBIT 3
EAST GARRISON SUB PHASE A IMPROVEMENTS
DRAWING PATH: T:\Monterey Projects\2615\CAD\Exhibits-WE\Mid Pen Implementation Agreement\3-Sub Phase A.dwg
TRAFFiC SIGNAL TO BE
OPERATIONAL BY MANZANITA
PLACE OCCUPANCY
SEWER
PUMP
STATION
LEGEND
MANZANITA PLACE PROJECT SITE
INTERIM ACCESS ROADS FOR THE
MANZANITA PLACE PROJECT
INTERIM STREET BARRICADE FOR
THE MANZANITA PLACE PROJECT
INTERIM ALL WEATHER ROCK
1111111111111 ROAD FOR SECONDARY EVA
ACCESS
Jul COMPLETED FIRE HYDRANT BY UCP
l COMPLETED FIRE HYDRANT BY
MID-PEN
CALIFORNIA
DATE: JUNE 16, 2011
SCALE:
1" 400'
DRAWN: APH
CHECKED: RPW
PROJECT No.: 2615.00
SHEET
3
OF 6
WHITSON ENGINEERS 9699 BLUE LARKSPUR LANE, SUITE 105 MONTEREY, CALIFORNIA 93940 TEL 831)649-5225 FAX 831)373-5065 WWW.WHITSONENGINEERS.COM
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��y//~/[Y W
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EXHIBIT 4
EAST GARRISON MANZANITA PLACE STORMWATER BASINS
DRAWING PATH: T:\Monterey Projects\2615\CAD\Exhibits-WE\Mid Pen Implementation Agreement\4-Basins.dwg
SEWER
PUMP
STATION
CALIFORNIA
DATE: JUNE 16, 2011
SCALE:
1"=500'
DRAWN: APH
CHECKED: RPW
PROJECT No.: 2615.00
SHEET
4
WHITSON ENGINEERS 9699 BLUE LARKSPUR LANE, SUITE 105 MONTEREY, CALIFORNIA 93940 TEL 831) 649-5225 FAX 831)373-5065 WWW.WHITSONENGINEERS.COM
OF 6
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AGREEMENT A-12021�"�|E
��EXHIBIT 5
SCHEDULE OF MONITORING/IMPROVEMENTS
DAVIS ROAD/RESERVATION ROAD INTERSECTION
DATE REQUIRED ACTION
No later than Submission of updated Improvement Plans for Reservation
September 30, Rd/Davis Rd intersection, including responses to prior plan check
2011 comments. Additionally, submission of plans for interim
pignalization within existing rights of way for review and approval
by Department of Public Works
No later than Department of Public Works reviews and approves/provides
October 31, 2011 comments on Improvement Plans and interim signalization plans
No later than Completion of interim signalization improvements
March 31, 2013
May, 2013 precise Begin monitoring of Level Of Service for Intersection, continue on
dates per Dept. of annual basis with the precise dates set by Department of Public
Public Works) Works. If monitoring shows decrease of LOS to D or lower,
institute further interim improvements sufficient to raise level of
service to LOS C within six 6) months.
As required to Completion of COA No. 251 in full.
ensure LOS C at
intersection, but
not later than the
close of escrow for
the sale of the
250th lot in Phase
11
BIB]
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AGREEMENT A-12021�"�|E
��ww-
MONTEREY COUNTY
EXHIBIT 6
COA 157: STREETS AND ALLEYS ALLOWED TO BE ONE INCH BELOW FINISHED GRADE
DRAWING PATH: T:\Monterey Projects\2615\CAD\Exhibits-WE\Mid Pen Implementation Agreement\6-Streets and Alleys.dwg
CALIFORNIA
LEGEND
STREETS AND ALLEYS ALLOWED
TO BE ONE INCH BELOW
FINISHED GRADE UNTIL
CONVEYANCE TO HOA
DATE: JUNE 16, 2011
SCALE:
DRAWN:
1" 400'
SH
CHECKED: RPW
PROJECT No.: 2615.00
SHEET
6
OF 6
WHITSON ENGINEERS 9699 BLUE LARKSPUR LANE, SUITE 105 MONTEREY, CALIFORNIA 93940 TEL 831) 649-5225 FAX 831)373-5065 WWW.WHITSONEGINEERS.COM
BIB]
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SIGNED BOARD REPORT"�|E
�BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY
OF THE COUNTY OF MONTEREY
MEETING: June 28, 2011 AGENDA NO.:
4�1
SUBJECT Acting as the Board of Directors of the Redevelopment Agency of the County of
Monterey:
a. Approve a F rst Implementation Agreement to Disposition and Development
Agreement between the Redevelopment Agency of the County of Monterey and
UCP East Garrison, LLC with respect to the implementation of the Disposition
and Development Agreement for the East Garrison Project;
b. Approve an mplementation Agreement Among UCP East Garrison, LLC, Midpen
Housing Corporation, County of Monterey, and the Redevelopment Agency of the
County of onterey with respect to the development of affordable housing in
Phase 1 oft e East Garrison Project; and
c. Authorize the Chair to execute both agreements
DEPARTMENT: Redevelopment and Housing Office
RECOMMENDATION:
It is recommended that the Board of Supervisors, acting as the Board of Directors of the
Redevelopment Agency of the ounty of Monterey:
a. Approve a First Impleme itation Agreement to Disposition and Development Agreement between
the Redevelopment Agen y of the County of Monterey and UCP East Garrison, LLC with respect
to the implementation o the Disposition and Development Agreement for the East Garrison
Project;
b. Approve an Implements ion Agreement Among UCP East Garrison, LLC, Midpen Housing
Corporation, County of Monterey, and the Redevelopment Agency of the County of Monterey
with respect to the develo ment of affordable housing in Phase 1 of the East Garrison Project; and
c. Authorize the Chair to execute both agreements.
SUMMARY:
The recommended actions wil~ allow for the immediate resumption of work on Phase 1 of the East
Garrison Project, a mixed use development of up to 1,470 dwelling units, some 34,000 square feet of
commercial, retail and community uses the Town Center"), and the rehabilitation of the Historic
District. The First Implementation Agreement adjusts the time for performance of development to
reflect current market conditions, and allows the Developer to phase the development of Workforce II
Housing across all three phases, rather than require it only in Phase 3. The Implementation Agreement
with the County, Redevelopment Agency, the Developer and MidPen Housing Corporation MidPen")
sets forth the terms and conditions by which the affordable rental housing component of Phase 1 can be
accelerated, in order to meet State funding requirements.
DISCUSSION:
The Disposition and Development Agreement DDA") for the East Garrison Project was approved in
2006, but the housing market risis resulted in the foreclosure of the property in 2009. The property
was purchased by UCP East Garrison, LLC UCP EG") towards the end of 2009. UCP EG has been in
discussions with the Redevelopment Agency over how to restart the East Garrison Project in a manner
that promotes job creation during the economic downturn and encourages the development of housing
now, when it is most affordable. The First Implementation Agreement does not make any major
changes to the obligations in the DDA; rather, it primarily adjusts the performance schedule to reflect
better the market conditions.
BIB]
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SIGNED BOARD REPORT"�|E
�Among the developer obligations under the DDA is the provision of affordable rental housing in each
of the three phases of the project. Under the DDA, this obligation may be accomplished with the aid of
affordable housing providers, such as MidPen. In 2010, the State of California made funds available
for the development of affordable rental housing and, working with the Redevelopment Agency,
MidPen was awarded $10 million to facilitate the development of the East Garrison Phase 1 affordable
housing referred to as Manzaita Place").
In order to meet the timing re uirements for the $10 million award, construction on Manzanita Place
needs to begin in July, 2011 arid certificate(s) of occupancy issued by the end of July, 2012. To meet
this schedule, and after extended consultation with affected departments and agencies, certain
conditions of approval will be considered to be in substantial conformance" to allow the issuance of
necessary permits, if specific actions are taken within specific time periods, as detailed in the
Agreement.
OTHER AGENCY INVOLVEMENT:
These Implementation Agreements were negotiated under the direction of the Ad Hoc Fort Ord
Subcommittee on Real Estate Negotiations. The specific terms and conditions related to implementing
the Manzanita Place affordable rental housing portion of the project have been reviewed and concurred
in by appropriate staff from the Planning, Building and Public Works departments, as well as the Water
Resources Agency and the Mo terey County Regional Fire District.
FINANCING:
These actions will have no impact on the General Fund. As part of the East Garrison Project, certain
staff costs are paid for by the Developer, pursuant to existing reimbursement agreements. Additionally,
development at East Garrison will trigger the payment of fees. Other costs associated with the East
Garrison Project are paid for out of Fort Ord redevelopment funds.
Prepared by:
Kathryn Reifnann
Deputy County Counsel
Approved by:
Ji Cook, irector
edevelopment and Housing Office
D
t
a
e:
Attachments:
First Implementation Agreement
Implementation Agreement
BIB]
40742-U01
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