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HomeMy WebLinkAboutCT 14-10; Lennar Homes of California Inc; 2019-0151230; Affordable Housing Agreement/ReleaseRECORDING REQUESTED BY: DOC# 2019-0151230 111111111111 lllll 111111111111111 lllll lllll 1111111111111111111111111111 City of Carlsbad AND WHEN RECORDED MAIL TO: Apr 25, 2019 09:37 AM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES $0.00 (S82 Atkins $0.00) City Clerk City of Carlsbad 1200 Carlsbad Village Dr Carlsbad,Ca.92008 PAGES 34 10 (Please fill in document title(s) otthis 1n ~and 01 Acc.1~ Exempt from fee per GC27388.1 due to being recorded in connection with concurrent transfurt~t -• U. IC'\ ;, subject to the ; mpos;i;o, of dorn meat a cy tea osfec ta>, oc, ~ 6' Um/ t..:, _.., 2 D Exempt from fee per GC27388.1 due to being recorded in connection with a transfer that was subject to documentary transfer tax which was paid on document recorded previously on _______ (date) as document number ____________ of Official Records, or, 3 D Exempt from fee per GC27388.1 due to the maximum fees being paid on documents in this transaction, or, 4 D Exempt from fee per GC27388.1 due to the maximum fees having been paid on documents in the transaction(s) recorded previously on __________ (date) as document number(s) _______________________ of Official Records, or 5 0 Exempt from fee per GC27388.1; document transfers real property that is a residential dwelling to an owner-occupier, or, 6 D Exempt from fee per GC27388.1 due to being recorded in connection with concurrent transfer that is a residential dwelling to an owner-occupier, or, 7 0 Exempt from fee per GC27388.1 due to it being recorded in connection with a transfer of real property that is a residential dwelling to an owner-occupier. The recorded document transferring the dwelling to the owner-occupier was recorded on __________ (date) as document number(s) --------------------------------, or, 8 D Exempt from the fee per GC 27388.1 (a) (1); Not related to real property, or, 9 [Z] Exempt from fee under GC27388.1 for the following reasons: GC27388.1 (2)(0): real estate document recorded by a municipality THIS PAGE ADDED TO PROVIDE SENATEBlll2EXEMPTIONINFORIV1AllON (Additional recording fee applies) Recording Requested by: City of Carlsbad When Recorded Mail to: City of Carlsbad City Clerk's Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad California 92008 (Space abovefor Recorder's Use) AFFORDABLE HOUSING AGREEMENT (Second or Accessory Dwelling Units) THIS AFFORDABLE HOUSING AGREEMENT ("Agreement") is entered into this ~•--l+b~ day of J\uqusf-: , 2018, by and between the CITY OF CARLSBAD, a municipal corporation ('·City"), and LENNAR HOMES OF CALIFORNIA, INC., a California Corporation, ("Developer'"), with reference to the following: RECITALS A. Developer is the owner of certain real property in the City of Carlsbad, County of San Diego, State of California, described in ·'Exhibit A", which is attached hereto and incorporated herein by this reference, and which is the subject of a Tentative Map CT 14-10, which provides conditional approval of the construction of one hundred twenty-three ( 123) single family dwelling units ("Project"). B. Condition No.15 of Planning Commission Resolution No. 7226 states that this Affordable Housing Agreement shall be entered into between the City and the Developer as a means of satisfying the Developer's affordable housing obligation, as such is defined under Chapter 21.85 of the Carlsbad Municipal Code ("Affordable Housing Obligation"). Planning Commission Resolution No.7226 provides that the affordable housing obligation will be satisfied by applying the requirements set forth in this Agreement for construction of fifteen ( 15) second or accessory dwelling units on affordable housing lots ("Affordable Housing Lots") together with the purchase of four ( 4) affordable housing credits in the Cassia Heights affordable housing development. The fifteen ( 15) Affordable Housing Lots which are subject to this Agreement are: Condominium Units numbered 3, 4, 15, 2 L 22, 34, 56, 69, 75, 87, 100, I 04, I 10, 116 and 117 depicted on the Vesting Tentative Map for Carlsbad Tract No. /4-10 in the City of Carlsbad, County of San Diego, State of California, the final map of which is Map No. 1Jp3 2. Cf , filed with the County Recorder of San Diego County on f.JbtllBY~ Z.. 'i-1 c.D{q C. Developer intends to construct the required inclusionary units concurrent with the project's market units that are also identified on Exhibit '·A''. The Affordable Housing Lots, Io 1/1 I' :'05'1:''15 I which are those lots upon which a second dwelling or accessory dwelling unit shall be constructed upon and subsequently restricted for affordability purposes to low income households, shall be subject to this Agreement and this Agreement shall be recorded on the title for each Affordable Housing Lot for a period of at least fifty-five years; the project's market rate units (located on lots not subject to this Agreement) shall be automatically released from the restrictions set forth within this Agreement upon sale of the market rate unit to an individual buyer. NOW, THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. The Recitals Are True and Correct. 2. THE AFFORDABLE HOUSING OBLIGATION SHALL BE SATISFIED BY CONSTRUCTION OF FIFTEEN SECOND OR ACCESSORY DWELLING UNITS AND THE PURCHASE OF FOUR AFFORDABLE HOUSING CREDITS IN THE CASSIA HEIGHTS AFFORDABLE HOUSING DEVELOPMENT Performance under this Agreement satisfies the Developers' obligation for affordable housing under Chapter 21.85 of the Carlsbad Municipal Code as applied to the land in Tentative Map CT 14-1 O_, by Condition No. 15 in Planning Commission Resolution No. 7226 and any other applicable condition of approval. 3. PURCHASE OF AFFORDABLE HOUSING CREDITS The Developer shall purchase four ( 4) affordable housing credits in the Cassia Heights Affordable Housing Development, based on availability, for an amount established by resolution of the City Council and required by Condition No. 15 of Planning Commission Resolution No. 7226 no later than two (2) years following execution and the date of effectives set forth for this Agreement. The housing credit fee shall be paid prior to the Developer receiving any building permits for the project. The subject housing credits will be reserved for said Developer for no longer than two (2) years following the date of execution of this Agreement. If the Developer does not purchase the subject credits within two (2) years of the date of execution of this Agreement, the City shall make the credits available to one or more alternate developers and the Developer for this Agreement shall then be required to satisfy its inclusionary obligation through alternate methods as approved by the City. 4. SECOND OR ACCESSORY DWELLING UNITS. (a) Construction of Second or Accessory Dwelling Units. Developer shall at the time a residential structure is constructed on the Affordable Housing Lot, include in such residential structure a Second or Accessory Dwelling Unit as defined under and subject to the requirements contained in Municipal Code Section 21.85.070. The second or accessory dwelling unit shall have no interior entrance into the single-family home, a separate exterior entrance to the second dwelling unit, and provide for a one bedroom unit with a full kitchen with full size appliances including but not limited to a full-size stove with oven, a full-size refrigerator and full-size sink. The second or accessory dwelling unit may be used for no purpose other than a residential rental unit; the unit may not be used as a short-term vacation rental or similar purpose at any time. 2 IOI0\1712059295.1 (b) Restriction on Rental of Second or Accessory Dwelling Unit. The maximum monthly rent for any Second or Accessory Dwelling Unit, subject to this Agreement, which becomes rented or leased shall not exceed an amount of I/12th of thirty percent (30%) of the gross monthly income of a low-income household, adjusted for household size, at seventy percent (70%) of the San Diego County median income, as such median income is published by the United States Department of Housing and Urban Development from time to time. For purposes of this Agreement, "Rent" shall include a utility allowance as established and adopted by the City of Carlsbad Housing Authority, as well as all required monthly payments made by the tenant to the lessor in connection with use and occupancy of a housing unit and land and facilities associated therewith, including any separately charged fees, utility charges, or service charges assessed by the lessor and payable by the tenant (but not including fees and charges resulting from any default by the tenant or damage caused by the tenant, or fees or charges paid by the tenant to third party utilities or other providers). A sample schedule showing the calculation of the maximum rental amount as for 2018 is attached to this Agreement as Exhibit "B". (c) Restriction on Tenant Income. The Affordable Units shall be available to households with incomes not exceeding 80% of the median income for San Diego County, adjusted for actual household size. (d) Covenants and Restrictions Governing Rental of Affordable Second or Accessory Dwelling Unit. Developer shall require the purchaser from Developer of an Affordable Housing Lot upon which a Second or Accessory Dwelling Unit has been constructed to execute and record the Agreement Containing Covenants and Restrictions Governing Rental of Affordable Second or Accessory Dwelling Unit as set forth in Exhibit "C" which sets forth the restrictions on use of the Second or Accessory Dwelling Unit and the income and monthly rental rate restrictions not to exceed the rate set forth in paragraph 3(b ). Developer shall complete the agreement, obtain purchaser signature and forward a purchaser executed copy of the Agreement to the City Housing and Neighborhood Services Director for review, approval and execution prior to close of escrow. Following execution of said Agreement by purchaser and the City of Carlsbad, the Agreement shall be deposited to escrow for recordation against said property with an affected lot. (e) Deed Restriction. Following sale of an affected lot, the Developer shall provide a copy of the recorded Agreement Containing Covenants and Restrictions Governing Rental of Affordable Second Dwelling Unit" owner agreement as set forth in Exhibit "C", which shall provide proof of the deed restriction and that said restriction will run with the land so as to restrict subsequent transfers. 4. REMEDIES Failure by the Developer to perform in accordance with this Agreement will constitute failure to satisfy the requirements of Chapter 21.85 of the Carlsbad Municipal Code and Condition No. l 5_of Planning Commission Resolution No. 7226. Such failure will allow the City to exercise any and all remedies available to it including but not limited to withholding the issuance of building permits for the lots shown on Carlsbad Tract No. 14-10. s. HOLD HARMLESS Developer will indemnify and hold harmless (without limit as to amount) City and its elected officials, officers, employees and agents in their official capacity (hereinafter collectively 3 1010117\2059295. I referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including attorneys' fees and expenses) sustained or incurred because of or by reason of any and all claims, demands, suits, and/or actions, allegedly caused by, arising out of or pertaining in any manner to Developer's actions or defaults pursuant to this Agreement, and Developer shall protect and defend Indemnitees, and any of them with respect thereto. This provision shall survive the term of this Agreement. 6. INSURANCE Developer shall obtain, at its expense, commercial general liability insurance for development of the Project naming Indemnities as additional insureds with aggregate limits of not less than one million dollars ($1,000,000) purchased by Developer from an insurance company duly licensed to engage in the business of issuing such insurance in the State of California, with a current Best's Key Rating of not less than A-:VII, such insurance to be evidenced by an endorsement which so provides and deliver to the City Clerk prior to the issuance of any building permit for the Project. 7. NOTICES All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested to the party to receive such notice at the address set forth below: TO THE CITY: TO THE DEVELOPER: City of Carlsbad Housing & Neighborhood Services Department Attn: Housing & Neighborhood Services Director 1200 Carlsbad Village Drive Carlsbad, California 92008 Jeremy Parness Division President Lennar-California Coastal Division 25 Enterprise, Suite #400 Aliso Viejo, Ca. 92656 Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above. 8. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and no modification hereof shall be binding unless reduced to writing and signed by the parties hereto. 4 1010117\2059295.1 9. DURATION OF AGREEMENT This Agreement shall terminate and become null and void upon repeal, termination, or modification of any applicable ordinance which act would render the Affordable Housing Obligation unnecessary or unenforceable. The restriction set forth in Paragraph 3(b) above shall terminate as to the Affordable Housing Lot at such time as the Second or Accessory Dwelling Unit on the Affordable Housing Lot has reached the end of its useful life, which is assumed to be not less than 55 years from the date of completion of original construction. 10. AUTOMATIC RELEASE OF PROPERTY The property is intended to be subdivided into condominiums and will be a common interest development governed by a homeowners association. Any portion of the Property that is conveyed to an association defined in Civil Code Section 4080 is deemed to be automatically released from this Agreement. Any portion of the Property that is not an Affordable Housing Lot as set forth within this Agreement shall be automatically released from this Agreement upon conveyance by Developer to a member of the homebuying public. No additional documentation is required from the City to accomplish this release; however, upon request of Developer, the City shall execute a recordable quitclaim confirming the release of said Agreement. All costs of preparing and recording the quitclaim shall be borne by Developer. 11. SUCCESSORS This Agreement shall benefit and bind Developers and any successive owners of Affordable Housing Lots. 12. SEVERABILITY In the event any provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless, be and remain in full force and effect. (Remainder of Page Intentionally Left Blank) 5 IO 10\1712059295.1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the day and year first above written. DEVELOPER Lennar Homes of California, Inc., a California Corporation By: t'frn11et¾--_ Name: -----'-~...L.N-'---L.>___.__._~\~~----c...,__---- Its: V l CE fRe:~ lt>~T Dated: B ·'l.O, l6 ~~~f~~~.? Title: U . •~ , ~~c:. \ \ c> 0 Dated: c3 •~. \.'r CITY OF CARLSBAD Dated: (Chairman, president or vice-president and secretary, assis 'C1nt secretary, treasurer must sign for corporations. Otherwise, the ca poration must attach a resolution certified by the secretary or assistant secretary under co porate seal empowering the office(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument.) (Proper notarial acknowledgment of execution by Developer must be attached.) APPROVED AS TO FORM: Dated q;/J Lf Ir'!) ( 6 IO 10\1712059295.1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE before me, ALBERTA L. SEAGER, NOTARY PUBLIC (insert name and title of the officer) personally appeared }re.. ~+-t-1 ,~M-ti'-( aoo ,.bHN l.1,Vev"JDee ' who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)~ subscribed to the within instrument and acknowledged to me that ~xecuted the same in hterher~uthorized capacity(ies), and that by · eir ignature(s) on the instrument the person(S).Or the entity upon behalf of which the person(s acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SignaturetlJJ& i~ (Seal) ALBERTA L. SEAGER COMM. #2158950 z Notary Public • California ~ Orange County .. M Comm. Ex ires Ju 2, 2020 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the day and year first above written. DEVELOPER CITY OF CARLSBAD ame) ____________ _ By: By <i),1~-+c0 Name: Debbie Fountain Title: ---....>.,,------------,,~----Community & Econ. Development Dir Dated: Dated: 3-~ I-I 9 By: Name: -+--------"<"---- Title: /ted: (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the ojjice(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument.) (Proper notarial acknowledgm nt of execution by De CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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 Qan[l\9,0? ) On March 0i\, clQ\9 before me, 0¢\C\Q \ C.,resc.e\"\--h ~o--hi~ ~b li2- Date Here Insert Name anciiftJe of the officer personally appeared Debcie Fou Db~, 0 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~ whose name{>f is/are- subscribed to the within instrument and acknowledged to me that he/she/t.f:tey executed the same in chts/her/tbeir authorized capacity(i,S), and that byflis/her.t#leir signatur~ on the instrument the person~ or the entity upon behalf of which the person{£) acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Si~~~~ Signature of N lie ---------------OPTIONAL--------------- tion is optional, completing this information can deter alteration of the document or fra ent reattachment of this form to an unintended document. Description of Attached Docu Title or Type of Document: _____ ...:::::,.--==------ Number of Pages: __ _ Capacity(ies) Claimed by Signer(s) Signer's Name:----------=..-,:::...- □ Corporate Officer -Title(s): -------==--~---- 1:::::; Partner -□ Limited □ □ Individual □ ney in Fact [J Trustee Guardian or Conservator □ Other=--: ~-------------- Signer Is Representing: ________ _ Signer's Name: _ _.::,,.~---------- 1 J Corporate Officer - · (s): ______ _ r J Partner - I J Limited eral I l Individual [] Attorney in r] Trustee LJ Guardian or Cons l J Other: ______________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that real property located in the City of Carlsbad, San Diego County, California, described as follows: A portion of the Southwest quarter of the Southwest quarter of Section 23 and a portion of the Northwest quarter of the Northwest quarter of Section 26, both of Township 12 South, Range 4 West, San Bernardino base and meridian, in the County of San Diego, State of California, according to the United States Government survey thereof. 7 IO 10\1712059295.1 EXHIBITB MAXIMUM MONTHLY RENT AL AMOUNT Maximum rent based on 2018 income levels. Rents may be adjusted to new income levels on an annual basis. Maximum rent also assumes that all utilities are included within the monthly rental rate. If utilities are not included in the monthly rental rate and the tenant must pay the utilities separately, an adjustment must be made in the monthly rental rate for a utility allowance. Owner should contact the City of Carlsbad Housing and Neighborhood Services Department for the applicable utility allowance. Rental Chart -2018 -70%of AMI maximum household income HH Size Bedroom Size 1 1.5 1 bedroom 2 Assumed HH size (for rent calculation): *1 bedroom = assumed 1.5 persons 1010117\2059295.1 Max. Gross HH Max. Monthly HH Income (80% AMI) Income $54,500 $ 4,542 $58,400 $ 4,867 $62,300 $ 5,192 8 Max. Rent* $1,362 $ 1,460 $1,557 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Carlsbad City Clerk's Office 1200 Carlsbad Village Drive Carlsbad, CA 92008 No fee for recording pursuant to Government Code Section 27383 E HIBIT C AGREEMENT CONTAINING COVENANTS AND RESTRICTIONS GOVERNING RENTAL OF AFFORDABLE SECOND OR ACCESSORY DWELLING UNIT THIS AGREEMENT CONTAINING COVENANTS AND RESTRICTIONS GOVERNING RENTAL OF AFFORDABLE SECOND OR ACCESSORY DWELLING UNIT (the "Agreement") is made and entered into as of __________ , 20 _ (the "Effective Date"), by and between the City of Carlsbad, a municipal corporation (the "City"), and _________ , or any successor in interest ( collectively, the "Owner") with reference to the following: RECITALS A. Owner is the fee owner of that certain property in the City of Carlsbad, California, which is more particularly described in Exhibit A (the "Property"). As of the Effective Date, two (2) housing units are located, or will be constructed, on the Property. One unit shall be referred to herein as the "Primary Unit" and the other unit shall be referred to herein as the "Second or Accessory Dwelling Unit". Such units are designated on Exhibit B. B. The Property, and other real property, are the subject of Tentative Map CT 14-10, and Site Development Plan 14-15, which provided conditional approval ofthe construction of one hundred twenty-three single family dwelling units (the "Master Development"). C. Condition No. 15 of Planning Commission Resolution No. 7226 for the Master Development required, among other things, that the City and Lennar Homes of California, Inc. (the "Developer") enter into that certain Affordable Housing Agreement dated as of _______ _ 2018, and recorded in the Official Records of San Diego County (the "Official Records") on ______ , 20_, as document _____ (the "Affordable Housing Agreement"). The Affordable Housing Agreement encumbers the Property and the other real property on which the Master Development is developed. D. The Affordable Housing Agreement satisfied the Developer's affordable housing obligation, as set forth in Chapter 21.85 of the Carlsbad Municipal Code (the "Affordable Housing Obligation"). The Owner, as the owner of the Property, is the successor-in-interest to the Developer. E. In conjunction with the approval of the Master Development, the Developer requested, and the City approved, the ability to satisfy the Master Development's Affordable Housing Obligation by providing the Second or Accessory Dwelling Unit on the Property as an alternative to providing for-sale single family dwelling units, as affordable units, in accordance with Chapter 21.85 of the Carlsbad Municipal Code. Such approval is a form of assistance specified in Chapter 4.3 ( commencing with Section 65915) of Division 1 of Title 7 of the Government Code (the "Incentive"). Accordingly, the Owner is required to make the Second or Accessory Dwelling Unit available for rent exclusively to Low Income Households (as defined below) at an Affordable Rent (as defined below). 9 I0!0\1712059295.1 F. This Agreement is required to be entered into by the City and the Owner, and recorded in the Official Records against the Property, in accordance with Section 4d of the Affordable Housing Agreement in order to comply with the requirements of the Affordable Housing Obligation and Chapter 21.85 of the Carlsbad Municipal Code. NOW THEREFORE, it is hereby agreed by and between the City and the Owner (each a "Party", and, collectively, the "Parties") as follows: ARTICLE 1 DEFINITIONS As used in this Agreement, the terms set forth below shall have the following meanings ( other defined terms herein not referenced below shall have the meanings where first used). 1.1 "Affordable Rent" means the maximum allowable Rent for the Second or Accessory Dwelling Unit, equal to one-twelfth (I/12th) of thirty percent (30%) of seventy percent (70%) of the Median Household Income for Low Income Households, adjusted for assumed household size of two persons in a one-bedroom or three persons in a two-bedroom. 1.2 "Eligible Household" means a household that has been determined to be eligible to be a Tenant of the Second or Accessory Dwelling Unit as a Low Income Household. 1.3 "HCD" means the State of California Department of Housing and Community Development, or any successor 1.4 "HUD" means the U.S. Department of Housing and Urban Development, or any successor. 1.5 "Low Income Household" means a household whose income does not exceed the low income limits applicable to San Diego County, adjusted for household size, as determined by HUD and published annually by the US Department of Housing and Urban Development and/or the State of California Department of Housing and Community Development. As of the Effective Date, such income limit is approximately equal to eighty percent (80%) of Median Household Income. 1.6 "Median Household Income" means median yearly income in San Diego County as determined by HUD and published by HCD. 1.7 "Rent" means the total monthly payment by the Tenant of the Second or Accessory Dwelling Unit for all of the following: (1) use and occupancy of the Second or Accessory Dwelling Unit and land and all facilities associated with the Second or Accessory Dwelling Unit, including but not limited to parking, storage, and use of any common areas; (2) any separately charged fees or service charges assessed by the Owner to the Tenant, except security deposits; (3) an allowance for utilities paid by the Tenant as established by the Carlsbad Housing Authority, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service, Internet, or cable or subscription TV; and (4) any other interest, taxes, fees or charges for use of the Property or associated facilities that are assessed by a public or private entity other than the Owner and paid by the Tenant. 10 10 l0\1712059295.1 1.8 "Tenant" means an Eligible Household entitled by written or oral agreement with the Owner to have the exclusive right to occupy the Second or Accessory Dwelling Unit as a home or residence to the exclusion of all others. ARTICLE 2 OWNER'S OBLIGATIONS 2.1 Rental of Second or Accessory Dwelling Unit to Eligible Households. The Owner shall ensure that the Second or Accessory Dwelling Unit is rented to, and occupied by, Eligible Households in accordance with this Agreement. The Owner shall not use the Second or Accessory Dwelling Unit for any other purpose other than as set forth in this Agreement; provided, however, nothing in this Agreement shall be deemed to prohibit the Second or Accessory Dwelling Unit from being vacant so long as such vacant Second or Accessory Dwelling Unit is not used by Owner (or any other person) for any purpose, including, but not limited to use by the Owner in conjunction with the use and occupancy of the Primary Unit. Except as set forth in the preceding sentence nothing in this Agreement limits the use or occupancy of the Primary Unit. (a) Income Certification. The Owner shall not enter into a lease or rental agreement, or receive Rent from a Tenant, for the Second or Accessory Dwelling Unit unless the Owner has made a good faith effort to verify that the income provided by an applicant in an income certification is accurate by taking one or more of the following steps as a part of the verification process: ( 1) obtain a pay stub for the most recent pay period; (2) obtain an income tax return for the most recent tax year; (3) conduct a credit agency or similar search; ( 4) obtain an income verification form from the applicant's current employer; (5) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (6) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. Copies of tenant income certifications shall be available to the City upon request. (b) Maximum Allowable Rent. The maximum Rent charged to the Tenant of the Second Dwelling Unit shall not exceed Affordable Rent. (c) Increased Income of Tenants. If, upon recertification of a Tenant's income pursuant to Section 2.2, the Owner determines that the Tenant's household income has increased and exceeds the qualifying income for a Low Income Household, then such Tenant shall continue to be considered an "Eligible Household", and shall be permitted to continue to occupy the Second Dwelling Unit, at the rent set forth in subsection (c), above; provided, however, nothing in this Agreement shall prohibit the Owner from terminating such tenancy upon the expiration of such Tenant's lease. Following such Tenant's vacancy, the Owner shall lease the Second Dwelling Unit to an Eligible Household. (d) Information. At the request of the Owner, the City shall provide the Owner with the low and very low income limits applicable to San Diego County, adjusted for household size, as published from time to time by HUD and/or HCD. 11 10 I 0\17\2059295.1 2.2 Annual Certification. The Owner shall certify the Tenant's household income on an annual basis. The Owner shall provide the City with a certification, in the form attached as Exhibit C, no later than June 30th of each year of the Term setting forth the following information with respect to the Tenant occupying the Second or Accessory Dwelling Unit: unit address, Tenant name, size of Tenant's household, unit size, and date first occupied, and a copy of the annual income certification obtained by the Owner from the Tenant. The purpose of the yearly Owner certification is to document Owner's compliance with the restrictions set forth herein. 2.3 Lease Provisions. The Owner shall use a form of Tenant lease (the "Tenant Lease") approved by the City for the Second or Accessory Dwelling Unit, a copy of which is attached as Exhibit D. The City shall either approve or specify its basis for disapproval, if any, within thirty (30) days after the Owner submits such proposed form lease to City. The Tenant Lease shall, among other matters: (a) provide that the Rent may not be raised more often than once every twelve (12) months. The Owner will provide the Tenant with at least sixty (60) days written notice of any increase in Rent, and any Rent increase shall not violate the limitations imposed by this Agreement; (b) prohibit the Second or Accessory Dwelling Unit (or any portion of the Second or Accessory Dwelling Unit) from: (i) any sublease, except as permitted by Section 2.6, below; (ii) use as a "short-term vacation rental" (as such term is defined in Chapter 5.60 of the City of Carlsbad Municipal Code, as may be amended from time to time); (iii) use for tourist or transient use, or any other short-term rental; and (iii) being listed on any "hosting platform" (as defined in California Business & Professions Code 22590, as may be amended from time to time), including, but not limited to any Internet-based "hosting platform", such as "airbnb.com", or any similar service; (c) require the Tenant to provide an annual income certification to the Owner; (d) include, at Owner's option, the obligation for Tenant to provide a security deposit not exceeding two months' rent; and (e) be for an initial term of one year. 2.4 Inspection. For purposes of confirming compliance with this Agreement, the Second or Accessory Dwelling Unit shall be made available by Owner to be inspected by the City during regular business hours upon seventy-two (72) hours' written notice; provided, however, that any such inspection shall occur only once during any twelve (12) calendar month period unless: (i) the City receives a complaint that a Tenant is occupying the Second or Accessory Dwelling Unit in violation of this Agreement (or that the Owner is otherwise violating this Agreement); or (ii) a new Tenant is occupying the Second or Accessory Dwelling Unit, in which case City may re-inspect. The Owner hereby irrevocably grants the City (and its agents) a right of entry to enter the Property for the purposes of such inspection. 12 1010\17\2059295.1 2.5 Records. The Owner shall maintain reasonably complete and accurate records pertaining to such rental of the Second or Accessory Dwelling Unit throughout the duration of each tenancy. Owner shall permit any authorized representative of the City to inspect such records of any current Tenant upon reasonable notice, including those resident files pertaining to said rental, for the purpose of confirming compliance with the terms, conditions and covenants of this Agreement. 2.6 Assignments and Subletting. The Owner shall at no time permit the Tenant to assign its leasehold interest in the Second or Accessory Dwelling Unit or to sublet all or a portion of the Second or Accessory Dwelling Unit to any person other than to another Eligible Household. Owner shall have the right to approve or disapprove any proposed assignment or sublease at Owner's sole discretion; provided that prior to approving any proposed assignment or sublease, Owner shall comply with the provisions of Section 2.1 above to confirm the eligibility of the proposed assignee or sub-lessee. 2.7 Agreement to Limitation on Rents. (a) The Owner acknowledges that the Property, as a component of the Master Development, received the Incentive from the City in connection with the approval of the Master Development, and the Incentive is a form of assistance specified in Chapter 4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code. Sections 1954.52(b) and 1954.53(a)(2) of the Costa-Hawkins Act provide that, where an owner has received such assistance, certain provisions of the Costa-Hawkins Act do not apply if a property owner has so agreed by contract. The Owner hereby agrees to limit the Rents for the Second or Accessory Dwelling Unit, as provided in this Agreement, in consideration of the Property's receipt of the Incentive and further agrees that any limitations on Rents imposed on the Second or Accessory Dwelling Unit are in conformance with the Costa-Hawkins Act. (b) The Owner further warrants and covenants that the terms of this Agreement are fully enforceable. The Owner agrees and acknowledges that the City would not have provided the necessary approvals for the Master Development without the obligation to record this Agreement against the Property in the Officials Records, and that in providing the necessary approvals for the Master Development, the City was relying on the restrictions imposed on the Second or Accessory Dwelling Unit by this Agreement. 2.8 Deeds. Owner acknowledges that this Agreement shall be recorded in the Official Records against the Property, and any deed transferring any fee interest in the Property shall include the following language; provided, however, the failure to include the following language shall not limit, waive, or impair the obligations set forth in this Agreement: NOTICE: THE SECOND OR ACCESSORY DWELLING UNIT ON THIS PROPERTY IS REQUIRED TO BE RENTED TO PERSONS MEETING CERTAIN ELIGIBILITY REQUIREMENTS AT A BELOW-MARKET RATE RENT, PURSUA\IT TO THE CITY OF CARLSBAD MUNICIPAL CODE. FOR MORE INFORMATION, SEE THE AGREEMENT RECORDED AGAINST THIS PROPERTY ENTITLED "AGREEMENT CONTAINING COVENANTS AND RESTRICTIONS GOVERNING RENT AL OF AFFORDABLE SECOND DWELLING UNIT". THE RESTRICTIONS SET FORTH IN SUCH AGREEMENT BIND ALL HEIRS AND SUCCESSORS TO THIS DEED. 13 IO 10117\2059295 I ARTICLE3 TERM 3.1 Term. This Agreement shall become effective as of the Effective Date and shall remain in full force and effect for a term of fifty-five (55) years following the recordation of this Agreement in the Official Records unless the City elects, in the City's sole discretion, to terminate this Agreement by written instrument recorded in the Official Records. ARTICLE 4 DEFAULT 4.1 Violations by Owner. Failure of the Owner to cure any default in the Owner's obligations under the terms of this Agreement within thirty (30) days after the delivery of a written notice of default from the City ( or such longer period of time up to an additional sixty (60) days as may be necessary to remedy such default, provided that the Owner has commenced action during the thirty (30) days necessary to remedy such default, and the Owner is proceeding with reasonable diligence to remedy such default) will constitute a default under this Agreement. 4.2 Remedies. Subject to the applicable notice and cure period set forth above, the City may exercise any and all remedies available to it at law or equity with respect to the Owner's failure to satisfy the terms of this Agreement. Owner acknowledges that any breach in Owner's performance of Owner's obligations under this Agreement shall cause irreparable harm to the City, and materially impair the public policy objectives set forth in the Carlsbad Municipal Code. Therefore, Owner agrees that the City is entitled to equitable relief in the form of specific performance, and that an award of damages may not be adequate to compensate the City for Owner's failure to perform according to the terms of this Agreement. Notwithstanding the foregoing, the City, in its sole and absolute discretion, may elect the appropriate remedy for Owner's default under this Agreement. ARTICLE 5 GENERAL PROVISIONS 5.1 Notices. All notices required pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) upon personal delivery, including delivery by courier, or (b) three (3) business days after the mailing by registered or certified mail, return receipt requested, to the Party to receive such notice at the addresses set forth below: 10 l011712059295.1 To the City: City of Carlsbad Housing and Neighborhood Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 14 To the Owner: Any Party may change the address to which notices are to be sent by notifying the other Parties of the new address, in the manner set forth above. 5.2 Entire Agreement. The Recitals set forth above, and all exhibits attached hereto, are hereby incorporated into this Agreement by this reference. This Agreement contains the entire agreement between the Parties as to the subject matter hereof, and supersedes any and all prior arrangements and understandings between the Parties, and no other agreement, statement or promise made by either Party hereto which is not contained herein shall be binding or valid provided, however, that nothing in this Section limits the effect or enforceability of the City of Carlsbad Municipal Code. This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared it. The Parties have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to Civil Code Section 1654 as may be amended from time to time) shall not apply to the interpretation of this Agreement. In the event of any conflict between the terms of this Agreement, and the terms of the disclosure statement executed by the City and the Owner in conjunction with this Agreement, the terms of this Agreement shall prevail. 5.3 Amendment. This Agreement may be amended only by the written agreement of the Parties. 5.4 Severability. In the event any limitation, condition, restriction, covenant, or provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, or if any provision of this Agreement is rendered invalid or unenforceable pursuant to any California statute which became effective after the Effective Date, the remaining portions of this Agreement shall nevertheless remain in full force and effect. 5.5 Waiver. The waiver of or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provisions hereof. 5.6 Covenant Running with the Land. The covenants and conditions herein contained shall apply to and bind, during their respective periods of fee ownership, Owner and its heirs, executors, administrators, successors, transferees, and assignees ( each a "Transferee") having or acquiring any right, title or interest in or to any part of the Property, whether by operation of law or in any manner whatsoever, and shall run with and burden the Property for the entire Term unless or until released in accordance with Article 3. All of the provisions of this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to applicable laws, including without limitation Section 1468 of the California Civil Code. Each covenant to do, or to refrain from doing, some act on the Property hereunder: (a) is for the benefit of the Property and is a burden on the Property, (b) runs with the Property, and (c) is binding upon each Party and each successive owner during its ownership of 15 1010117\2059295.1 the Property or any portion thereof, and shall be a benefit to and a burden upon each Party and the Property hereunder and each other person or entity succeeding in an interest to the Property. 5.7 Assignment and Assumption; Release. Provided that a Transferee expressly assumes Owner's obligations hereunder pursuant to an assignment and assumption agreement in a form approved by the City in connection with the transfer of any part of the Property, the Owner shall be released from all obligations following the recordation of such assignment and assumption agreement in the Official Records. 5.8 Non-Discrimination. The Second or Accessory Dwelling Unit shall be available for occupancy to members of the general public. The Owner shall not give preference to any particular class or group of persons in renting the Second Accessory Dwelling Unit or selling the Property, except to the extent that the Second or Accessory Dwelling Unit is required to be rented to Eligible Households; provided, however, there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income ( e.g., SSI), age, ancestry, disability, or any other basis prohibited by the Fair Housing Act or the Fair Employment and Housing Act in the leasing, transferring, use, occupancy, tenure, or enjoyment of the Second Dwelling Unit nor shall the Owner or any person claiming under or through the Owner, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of Tenants of the Second or Accessory Dwelling Unit. The Owner has agreed to the obligations set forth in this Section in consideration for the Incentive. 5.9 Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the Parties or any third party to create the relationship of principal and agent or of partnership or of joint venture or of association. The relationship of the Parties is that of an owner of real property and an administrator of a City inclusionary housing program; furthermore, the Parties agree and acknowledge that this Agreement is in furtherance of the inherent power of City to regulate the use ofland within City's jurisdiction. Owner further acknowledges, understands and agrees that the City does not undertake or assume any responsibility for or duty to Owner to select, review, inspect, supervise, pass judgment on, or inform Owner of the quality, adequacy or suitability of the Second or Accessory Dwelling Unit (or any other portion of the Property). The City owes no duty of care to protect Owner against negligent, faulty, inadequate or defective building or construction or any condition of the Property and Owner agrees that neither Owner, or Owner's heirs, successors or assigns shall ever claim, have or assert any right or action against the City for any loss, damage or other matter arising out of or resulting from any condition of the Property and will hold the City harmless from any liability, loss or damage as set forth in Section 5 .10. Any review by the City of any documents submitted by the Owner to the City pursuant to this Agreement, including, but not limited to any Tenant Lease, is solely to confirm compliance with the requirements of this Agreement and shall not be deemed to be a representation of any kind of the validity or legal enforceability of such document(s ). 5 .10 Hold Harmless; Indemnity. Owner shall indemnify, defend (with counsel reasonably selected by the City), and hold harmless the City and its officers, officials, agents, and employees against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury or death of any person or damage to property or other 16 10 I 0\1712059295.1 liability of any nature, or any claims by a Tenant, a former Tenant or prospective Tenant, arising out of Owner's performance of its obligations hereunder, except where the cause of such is the gross negligence or willful misconduct of the City. The indemnification obligations set forth in this Section shall survive any termination or expiration of this Agreement. 5.11 Applicable Law and Venue. This Agreement shall be governed by California law. Venue for any dispute arising out of this Agreement shall be San Diego County. 5 .12 Attorneys' Fees and Costs. In the event any action or proceeding in court or other dispute resolution mechanism permitted under this Agreement is commenced by either party to interpret or enforce the terms of this Agreement, the prevailing Party therein shall be entitled to recover from the non-prevailing Party all of the prevailing Party's reasonable costs and expenses in connection therewith, including on any appeal and including expert witness fees, document copying expenses, exhibit preparation costs, carrier expenses and postage and communication expenses, and reasonable attorneys' fees and costs for the services rendered to the prevailing Party in such action or proceeding (which shall include the reasonable costs for services of the City's in-house counsel). 5.13 Mortgagee Protection. No lien created under this Agreement, nor any breach of this Agreement, nor the enforcement of an provision hereof defeats or renders invalid the rights of the mortgagee under any recorded mortgage upon the Property made in good faith and for value. After a mortgagee or other person obtains title to the Property by judicial foreclosure or by other means set forth in the mortgage, the Property shall remain subject to the Agreement. 5.14 Time is of the Essence. In all matters under this Agreement, the Parties agree that time is of the essence. References in this Agreement to days shall be to calendar days. If the last day of any period to give or reply to a notice, meet a deadline or undertake any other action occurs on a day that is not a day of the week on which the City of Carlsbad is open to the public for carrying on substantially all business functions (a "Business Day"), then the last day for giving or replying to such notice, meeting such deadline or undertaking any such other action shall be the next succeeding Business Day. In no event shall a Saturday or Sunday be considered a Business Day. 5 .15 Interpretation. The use in this Agreement of the words "including", "such as" or words of similar import when used with reference to any general term, statement or matter shall not be construed to limit such statement, term or matter to the specific statements, terms or matters, unless language of limitation, such as "and limited to" or words of similar import are used with reference thereto. The headings of this Agreement are for convenience only and do not in any way limit or amplify the terms or provisions hereof. All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, or neuter, and to the singular or plural, as the identity of the party or parties may require. 5 .16 Government Standards. In the event any standard established and maintained by any governmental agency which is necessary to give effect to this Agreement ceases to exist, and no comparable replacement is issued, the Parties shall create a replacement standard utilizing the formula and factors previously used to create the discontinued standard. 17 10 I0\1712059295.1 5.17 No Limitation on Municipal Powers. Nothing in this Agreement shall limit, waive, or otherwise impair the authority and discretion of: (a) the City's Building Department, in connection with the review and approval of any proposed construction plans for the Property ( or any change to such plans), or any use, or proposed use, of the Property; or (b) any other office or department of the City acting in its capacity as a governmental regulatory authority with jurisdiction over the development, use, or operation of the Property. 5.18 Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts, which shall constitute one and the same agreement. Remainder of Page left Intentionally Blank 18 IO 10\17\2059295.1 Date. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective CITY: CITY OF CARLSBAD, a municipal corporation By: Name: Its: OWNER: By: Name: By: Name: (Signatures must be notarized) 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. 1010\17\2059295.1 10 I0\1712059295.1 EXHIBIT A PROPERTY LEGAL DESCRIPTION [To be Inserted] A-1 LEGAL DESCRIPTION OF PROPERTY Portions of Sections 23 and 24, Township 12 South, Range 4 West, San Bernardino Meridian in the County of San Diego, State of California, According to United States Government Survey Thereof. Gross Area: 50.80 acres, Number of Lots: 10 IO I 0\ 17\2059295. I EXHIBIT B DRAWING DEPICTING PRIMARY UNIT AND SECOND OR ACCESSORY DWELLING UNIT ON PROPERTY [To be Inserted] 8-1 EXHIBIT C FORM OF OWNER CERTIFICATION To: City of Carlsbad ("City") From: ----------~ [name ofowner(s)] ("Owner(s)") Address of Property: _____________ ("Property") Date: By signature below, I/we _________ [insert name or names ofOwner(s)] hereby certify to the City, under penalty of perjury, that the second dwelling unit located on the Property (the "Second Dwelling Unit") is being utilized in accordance with the "Agreement Containing Covenants and Restrictions Governing Rental of Affordable Second Dwelling Unit" (the "Agreement") recorded against the Property. In accordance with Section 2.2 of the Agreement. I/we provide the following information regarding the Second Dwelling Unit: I. Tenant name: 2. Size of Tenant's household: 3. Second Dwelling Unit size (number of bedrooms): 4. Date Second Dwelling Unit first occupied by Tenant: _________ ~ 5. A copy of the Tenant's annual income certification is attached. This Owner Certification is signed on-------~' 20_, under penalty of perjury. By: Owner signature Date: Due Date: June 30 of each calendar year. 2 CA 05/27/2016 LENNAR HOMES OF CALIFORNIA, INC. CERTIFICATE OF INCUMBENCY APRIL 20, 2018 The undersigned, Mark Sustana, as a duly elected, qualified and acting Secretary of LENNAR HOMES OF CALIFORNIA, INC., a California corporation (the "Corporation"), hereby certifies that: I. Ryan Gatchalian is a duly elected and qualified Vice President of Lennar Homes, serving continuously in such capacity since his election on November 15, 2006; 2. Donna Mathiasen (formerly Donna Kelly) is a duly elected and qualified Vice President of Lennar Homes, serving continuously in such capacity since her election on January 13, 20 l O; 3. Susy Chu is a duly elected and qualified Vice President of Lennar Homes, serving continuously in such capacity since her election on October 26, 2011; and 4. As a Vice President of the Corporation, the foregoing individuals each have the power and authority in the name and on behalf of this Corporation to execute and deliver execute and deliver contracts, agreements, deeds, bills of sale, mortgages, notes, releases, and any other necessary documents relating to the business, operations and properties of the Corporation. IN WI1NESS WHEREOF, the undersigned has executed this Certificate of Incumbency on behalfof the Corporation effective as of the date first above written. \ \ STATE OF FLORIDA COUNTY OF MIAMI-DADE Sworn to and subscribed before me this 20th day of April, 2018, by Mark Sustana, as Secretary of LENNAR HOMES OF CALIFORNIA, INC., a California corporation, on behalf of the Corporation. He is personally known to me and did not take an oath. NOTARY PUBLIC, State of Florida CERTIFICATE OF SECRETARY OF LENNAR HOMES OF CALIFORNIA, INC. FEBRUARY 7, 2018 The undersigned, Mark Sustana, as the duly elected, qualified and acting Secretary of LENNAR HOMES OF CALIFORNIA, INC., a California corporation (the "Corporation"), hereby certifies that: Attached hereto as Exhibit A are true, correct and complete copies of certain resolutions duly and unanimously adopted by the Board of Directors of the Corporation by Written Consent, dated June 28, 2006. Such resolutions have not been amended or repealed and remain in full force and effect. Attached hereto as Exhibit B is a list of the duly elected officers of the Corporation and each person is incumbent in such office(s) opposite his/her respective name as of the date hereof. IN WI1NESS WHEREOF, the undersigned has executed this Certificate of Secretary on behalf of the Corporation effective as of the date first written above. STATE OF FLORIDA COUNTY OF MIAMI-DADE Sworn to and subscribed before me this 7th day of February, 2018, by Mark Sustana, Secretary of Lennar Homes of California, Inc., a California corporation, on behalf of the Corporation. He is personally known to me and did not take an oath. ~~~ CHARLES GAMBLE It~·· .. \ MY COMMISSION I GG 037920 ~. J;} EXPIRES: Nowmber 7, 2020 -~ o, .. ~ Bandld 'T11III Nolllly PIAlllc Undlrwrftarl ....... NOTARY PUBLIC , RESOLUTION OF THE BOARD OF DIRECTORS OF LENNAR HOMES OF CALIFORNIA, INC, WHEREAS, the Board of Directors (the "Board of Directors") of Lennar Homes of California, Inc,, a California corporation (the "Corporation"), has, as authorized by the By-Laws of the Corporation, elected one or more Vice Presidents; WHEREAS, as provided in the By-Laws of the Corporation, the Vice Presidents of the Corporation "will have such powers and perform such duties in the management of the property and affairs of the Corporation, subject to the control of the Board of Directors and the President, as generally pertain to their respective offices, as well as such powers and duties as from time to time may be prescribed by the Board of Directors;" WHEREAS, the Board of Directors desires to enumerate certain of such "powers and duties" conferred upon the Vice Presidents and to ratify certain documents executed, delivered, or filed by such Vice Presidents in exercising such powers and carrying out such duties; NOW, THEREFORE, the Board of Directors does hereby resolve as follows: SECTION 1, The foregoing recitals are each of them true and correct. SECTION 2, 'rhe Vice Presidents of the Corporation, and each of them, acting alone, be, and each hereby is, authorized, empowered and directed to manage the day-to- day business of the Corporation subject to the control of the Board of Directors and the President. SECTION 3, The Vice Presidents of the Corporation, and each of them, acting alone, be, and each hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute, deliver, file and/or perform the Corporation's obligations under any and all documents deemed by such person necessary or appropriate in connection with the Corporation's (a) purchase and sale of property (including, but not limited to, bulk parcels of real property and residential, commercial, or industrial properties), (b) land improvement and construction activities, (c) land improvement and development activities, (d) development of real pl'Operty, (e) marketing of property owned by the Corporation, (f) participation in land-secured or other municipal bond financing of improvements (including, but not limited to, community facilities district, assessment district, or other special district financing of improvements), and (g) financing of any of the foregoing activities. SECTION 4. In order to effect and carry out the activities contemplated in Section 2 and clauses (a) through (g) of Section 3 herein, the Vice Presidents of the Corporation, and each of them, acting alone, be, and each hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to, among other things, (a) acquire and dispose of property, (b) encumber the property of the Corporation, (c) involve the property of the Corporation in any "off-balance sheet" transactions, ( d) C:\winnt\temp\notes2CBB50\Lennar Homes of CA Inc Resolution-VP Authorityl.doo consent to and authorize the inclusion of property of the Corporation in a community facilities district, assessment district, or other special district (as further set forth in Section 6 below), and (e) obtain all necessary pennits and approvals from federal, state, or local agencies related to the improvement, development, or entitlement of property. SECTION 5. In order to effect and carry out the activities contemplated in Section 2 and clauses (a) through (g) of Section 3 herein, the Vice Presidents of the Corporation, and each of them, acting alone, be, and each hereby is, authorized, empowel'ed and directed, for and on behalf of the Corporation, to execute, deliver, file, and/or perfonn the Corporation's obligations under, any and all agreements, instruments, contracts, documents, consents, certificates, petitions, reports, notices, applications, requests, and any amendments and assignments thereto (a) relating to federal, state, and local governmental approvals necessary for the development or entitlement of property, including, but not limited to, applications, plats and maps, easements, declarations of ·covenants and restrictions, zoning and re-zoning applications and agreements, utility agreements, acquisition agreements, subdivision improvement agreements, and development agreements, and (b) in connection with the posting of tax bonds as they relate to property. SECTION 6. The Vice Presidents of the Corporation, and each of them, acting alone, be, and each hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute, deliver, file and/or perform the Corporation's obligations under, any and all agreements, instruments, contracts, documents, consents, certificates, petitions, reports, notices, applications, requests, and any amendments and assignments thereto, in connection with the Cotporation's land improvement and development activities, including the public facilities necessary to serve such development, including, but not limited to, (a) the formation of special districts, including but not limited to, assessment districts and community facilities districts, pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, or any other comparable or similar statute or regulation, (b) authorizing the levy of assessments or special taxes against the real property of the Corporation by any such special districts, and (c) authorizing the issuance of bonds or other debt ins'truments by any such special districts, secured by a pledge of the proceeds of the special taxes or assessments levied on the real property of the Corporation. SECTION 7. The Vice Presidents of the Corporation, and each of them, acting alone, be, and each hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute, delivet, file and/or perform the Corporation's obligations under, in addition to the documents and instruments specifically listed in Sections 3, 4, 5, and 6 herein, any and all other documents or agreements deemed necessary or appropriate in connection with the .activities contemplated in Sections 3! 4, 5, and 6 herein, SECTION 8. The Board of Directors hereby ratifies any and all documents executed, delivered, or filed by the Vice Pl'esidents of the Corporation, and each of them, acting alone, including, but not limited to, the following documents and instruments: agreements and contracts (including purchase and sale agreements, sales contracts, option agreements, joint commwiity facilities agreements, deposit agreements, mitigation C;\winnt\temp\notes2CBB50\Lennar Homes of CA Ino Resolution-VP Authority] .doc agreements, school funding agreements, asset agreements, development agreements, acquisition agreements, continuing disclosure agreements, assumption agreements, credit enhancement agreements, contracts or subcontracts for labor and materials, utility agreements, subdivision improvement agreements, purchase orders, regulatory agreements, reimbursement agreements, and financing agreements); letters of credit; escrow instructions; certificates (including closing certificates and continuing disclosure certificates); reports (including environmental reports and continuing disclosure reports); deeds (including grant deeds, deeds of trust, and quitclaim deeds); easements; promissory notes; mortgage notes; applications; petitions; waivers; declarations of covenants, conditions, and restrictions; requests; consents; notices; plats and maps (including survey maps and subdivision maps); zoning and re-zoning applications and agreements; and any appendices, attachments, exhibits, schedules, amendments, and assignments thereto and any documents related or supportive thereto. This Resolution may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. It is agreed that a telefaxed signature of any party hereto may be accepted as a binding signature by the other parties for purposes of this Resolution. C:\winnt\tomp\notes2CBB50\Lennar·Homes of CA Inc Resolution-VP Authority! ,doc EXHIBITB Lennar Homes of California, Inc. Officers Name Corporate Position Miller. Stuart A. Chief Executive Officer Gross. Bruce Chief Financial Officer Jaffe. Jonathan M. Chief Operating Officer Beckwitt. Richard President Baayoun). John Baayoun {Yahya Zakour Vice President Balken. Kristi Vice President Barker. Dustin Bessette. Diane Bums. Michele Chu. Susy Clemens. Jeffrey T. Collins. David Condon.Joy Conklin. Tara Davey. Anita L. Denius. Danyl S. Gatchalian. Ryan George. Brian Goldberg. Sandy Gross. Bruce Gualco. Lany Jaffe. Jonathan M. Keith. Earl Kelly, Donna Kiltz. Chad Larson. Don Lavender. John Lee.Al Marlin. L. Christian Mayer. Joan McGuff. Greg Miller. Merrill (Mike) Olin. Brian Parness. Jeremy Roos. Jeffrey Sheaff. Thomas Smith. Monica Stough. Kelley Sustana. Mark Torres. Mark Tummolo. Robert Sustana. Mark Bessette. Diane Collins. David Decker. Becca Escamilla. Isabelle Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Secretary Treasurer Controller Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Homebuilding/Sales Operations Lavender.Jennrrer Pennebaker. Lori Smith. Monica Taylor. Christine Torres. Jennrrer Vance-Copen. Valarie Velky. Michelle Gardner. Jamne Geist. David Schroeder. Randy Smith. Geoff Steam. David Tucker. John Lester Murjas. Manuel Petrolino. Michael Schaan.Todd Vogt. Feng Galloway. Lisa Geist. David Holley. Julie Houk. Melanie Lewa. Sandra Mayer. Joan McGuff. Greg Santaella. Grace Wilson. Trudie Desouza. Jacqueline S. Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Homebuilding/Sales Operations Authorized Agent -Land Development Operations Authorized Agent -Land Development Operations Authorized Agent -Land Development Operations Authorized Agent -Land Development Operations Authorized Agent -Land Development Operations Authorized Agent -Land Development Operations Authorized Agent -Payroll Operations Authorized Agent -Tax Operations Authorized Agent -Tax Operations Authorized Agent -Tax Operations Authorized Agent Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary Assistant Treasurer