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HomeMy WebLinkAboutCT 97-16; Kelly Land Company; 2002-0135148; Affordable Housing Agreement/ReleaseCily of Carlsbad City Clerk's Office 1200 Carlsbad Village Drive ABOVE SPACE FOR RECORDER'S USE DOC # 2002-0135148 FEB 153 2002 2: 13 PM ffFICIlV REcoRos W DIEGO DMTY REWRDER'S OFFICE GawRI J. SHITH, CoUNpl REMulER ms: 111.00 011327 .I IMPOSINGRESTRICTIONS ON REAL PROPERTY This AFFORDABLE HOUSING AGREEMENT IMPOS&G RESTRICTIONS ON REAL PROPERTY ("Agreement"), entered into this day of d*sr, , 1998 (the "Effective Date"), by and between the CITY OF CARLSBAD, a Municipal Corporation (hereinafter referred to as the "City"), KELLY LAND COMPANY, a Delaware corporation (hereinafter referred to as "Kelly"), and PTR DEVELOPMENT SERVICES INCORPORATED, a Delaware corporation (which is affiliated with Archstone Communities, a Maryland real estate investment trust, successor by merger to Security Capital Pacific Trust) (hereinafter referred to as "PTR')), is made with reference to the following: A. Kelly is the record owner of certain real property located in the City of Carlsbad, California (the "Kelly Ranch") described in "Exhibit A," which is attached hereto and incorporated herein by this reference. The Kelly Ranch consists of several planning areas, also designated in "Exhibit A." As used herein, the term "Planning Area" shall refer, as indicated, to one or more of such planning areas so designated on "Exhibit A," The various Planning Areas as shown on "Exhibit A" either are, or will become, separate legal parcels in accordance with the applicable legal requirements of the State of California and the City. B. Upon their creation as separa*e legal parcels, Kelly intends to convey or cause conveyance of record title to Planning Areas K and L, respectively, to other persons pursuant to contractual commitments not related to this Agreement. Any further development activity with respect to either Planning Area K orplanning Area L will he the responsibility of the respective transferee. All of the Planning Areas of the Kelly Ranch, other than Planning Areas K and L, are herein referred to collectively as the "Kelly Ranch Project." Kelly is the developer of the Kelly Ranch Project. '. C. The parties anticipate that the total number of dwelling units for the Kelly Ranch Project will not exceed eight hundred seventy-seven (877). In order to satisfy the affordable housing requirements for the entire Kelly Ranch Project, it is the intent ofthe parties that a combined inclusionary project (the "Combined Project") be developed on Planning Areas D, G and H, for the development of Affordable Units (as hereinafter defined) in relation to unrestricted Kelly Ranch AHA Agreement Final 09/01/98 -1 - 011328 units ("Market Units") in the Kelly Ranch Project (including the Combined Project) according to the chart set forth in "Exhibit B" . The parties acknowledge that the Affordable Units in the Combined Project will satisfy the inclusionary housing requirements for the Kelly Ranch Project, so long as the aggregate number of dwelling units does not exceed eight hundred seventy-seven (877) for the Kelly Ranch Project. D. Kelly has filed a separate application for tentative subdivision map and site plan with respect to Planning Area E. As of the Effective Date, Planning Area E is the subject of certain development approvals received from the City including without limitation: the Tentative Subdivision Map (C.T. 96-07), Planned Unit Development Permit (PUD 97-04), Hillside Development Permit (HDP 96-1 3) and Coastal Development Permit (CDP 96-13), approved by Resolution No. 96-68, adopted by the City on April 7, 1998. E. Kelly has filed a separate application for a General Plan Amendment, rezoning and a master tentative map (the "Master Tentative Map") with respect to Planning Areas D, F, G, H, I and J, as well as K and L. Planning Areas K and L are being processed merely to create them as legal parcels, with the Master Tentative Map intended to note that further mapping of parcels K and L, respectively, will he required prior to any development of them. Kelly has also filed a proposed amendment to the Zone 8 Local Facilities Management Plan. In addition, Kelly and PTR have filed or intend to file a separate application for approval of a site development plan with respect to Planning Area J, a planned development permit with respect to Planning Area I and a site development plan for Planning Areas D, G and H. F. Kelly and PTR have entered into that certain Purchase Agreement dated ~e~tember 4. , 1998 (the "Purchase Agreement"), whereby Kelly has agreed to sell Planning Areas D, G, H, I and J to PTR subject to the terms and conditions set forth therein. Among other things, said terms that allow PTR to take Title to all the Master Tentative Map Ian& but if so then concurrently with recordation of the final map for such land (i) PTR will Deed Planning Area F to Kelly, and (ii) PTR will Deed Planning Areas K and L to the Kelly Family Trust and to Wayne Callaghan, respectively. G. It is anticipated that the Combined Project will be developed by PTR within Planning Areas D, G and H (the "Security Property"). H. The City issued an approval for Planning Area E subject to certain conditions of approval, including a requirement that Kelly enter into an Affordable Housing Agreement in which Kelly causes to be provided at least twenty-two (22) units affordable to low income households (the "Planning Area E Inclusionary Requirement"). NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties herein contained, it is mutually agreed by and between the undersigned parties as follows: -2 - 1. Satisfaction of Affordable Housinc Obligation and Conditions of Approval. In order to satisfy the Conditions of Approval for CT 96-07 and the requirements of the City’s Inclusionary Housing Ordinance, Carlsbad Municipal Code Chapter 21.85, the developers of the Kelly Ranch Project shall provide a minimum of one hundred thirty-two (132) units which shall be restricted and affordable to lower income households according to the schedule and terms contained herein. This Agreement is an Affordable Housing Agreement pursuant to Section 21.85.030(b)(5) of Chapter 21.85 of the Carlsbad Municipal Code. Developer shall submit this Agreement to the City and this Agreement shall be recorded concurrently with the recordation of the final map for Planning Area E. 2. Inclusionarv Requirements for PlannineArea E. Prior to the recordation of the Affordable Housing Agreement, Kelly has voluntzdly agreed to provide additional security to insure the construction of the Affordable Units required for Planning Area,E. The additional security will include (I) a cash deposit or letter of credit in the amount of $220,000, (2) the recordation of a deed restriction, in a form acceptable to the City of Carlsbad, upon Planning Areas D, G and H which will limit development to that which can satisfl the affordable hwsing requirement for the Kelly Ranch Project, and (3) agreement to execute acknowledged grant deeds from Kelly or PTR to the City for Planning Areas D, G, and H, conveying fee simple title to the City (the “Security Grant Deeds”) upon final map approval for Planning Areas D, G and H.. The City shall hold the Seeurity Grant Deeds as additional security for the Developer’s construction of the Affordable Units required for Planning Area E but shall not accept the grant deeds or record them in the Official Records of the County of San Diego unless the Developer fails to obtain Site Development Plan approval for the Combined Project prior to July 1,2000, as required pursuant to Section 2.1 below. The acceptance and recordation of the Security Grant Deeds shall be solely at the discretion of the City. The additional security is not an In-Lieu contribution as defined by Chapter 21.85 of the Carlsbad Municipal Code. Subsequent to the recordation of this Agreement, the developer of Planning Area E shall be entitled to construct up to a maximum of one hundred forty-five (i45) Market Units. 2.1 Satisfaction ofthe Inclusionary Reauirements for Planning. Area E. Upon City approval of a Site Development Plan for the Combined Project, as defmed in Section 4.1 below, City inspection and final approval ofthe grading of Planning Areas D, G and H, and the installation by Kelly of one or more signs on the subject property acceptable to the City identifying the future apartment project to the satisfaction of the City, the additional security obligations described in paragraph 2 above shall be released by the City. In the event that the Site Development Plan for the Combined Project is not approved prior to July 1,2000, at the discretion of the City, the City may (i) cause Kelly to forfeit the cash deposit and record the Security Grant Deeds, or (ii) extend the deadline and require the developer to continue efforts to obtain approval of a Site Development Plan. In the event that Kelly or PTR does not obtain approval of aSite Development Plan and the City exercises its right to record the security grant deeds, the City shall have the options of (i) retaining ownership of the subject property or (ii) selling the subject property, or a portion thereof, at its discretion, as required to develop a feasible affordable housing project to satisfy the obligation to construct 22 affordable housing units for Planning Area E. If, as a result, of sale of the subject property, or a portion thereof, or development of an affordable housing project which exceeds the Planning Area E obligation, the City should receive cash proceeds which exceed the total amount of revenue required to actually construct the 22 affordable housing units deemed feasible by the City to -3 - 011330 satisfy the inclusionary housing obligation for Planning Area E andor has land left over in excess of that needed to construct such 22 affordable housing units, then Kelly shall receive any excess land and/or cash proceeds from the City minus the City’s costs of administration of the project, including expenses as verified by a third party audit. The City shall disburse any excess proceeds to Kelly following completion of a formal, third party audit. 3. Inclusionarv Reauirements for Plannine. Areas A, D, G, H, I and J 3.1 Conveyance to PTR. In order to satisfy the Inclusionary Ordinance with respect to the balance of the entire Kelly Ranch Project, and subject to the terms and conditions set forth in the Purchase Agreement, Kelly shall convey the Security Property to PTR for development of the Combined Project. When the obligations set forth below have been satisfied with respect to the Combined Project, the Combined Project shall he deemed to satisfy the Inclusionary Ordinance and all inclusionary housing requirements for the remainder of the Kelly Ranch Project. 4. Terms Governing Provision of Affordable Units. 4.1 Number of Affordable Units. The Combined Project shall include up to four hundred ninety-five (495) rental housing units, a minimum of one hundred thirty-two (132) of which shall be rent-restricted and affordable to lower income households as required and defined by Chapter 21.85 of the Carlsbad Municipal Code (the ”Affordable Units”), and as shown in “Exhibit B”. The requirement for one hundred thirty-two (132) Affordable Units is based on fifteen percent (1 5%) of eight hundred seventy-seven (877) aggregate dwelling units (including the Affordable Units) for the entire Kelly Ranch Project. The maximum number of dwelling units for the entire Kelly Ranch Project shall not exceed eight hundred seventy-seven (877). The maximum number of Market Units shall not exceed seven hundred forty-five (745). If the total number of housing units increases or decreases within the Kelly Ranch Project, the minimum number of affordable housing units shall increase or decrease accordingly, but shall never be less than 15% of the total number of housing units. This agreement shall be amended to reflect any changes to the total number of housing units and applicable affordable housing requirement. Amendments to this agreement to reflect changes in the total number of housing units and the minimum number of affordable units may be executed by the Community Development Director, subject to the review and approval of the City Attorney. 4.2 Location of Affordable Units. The Combined Project shall be located in Planning Areas D, G and H. Specific Affordable Units within the Combined Project shall be distributed throughout the Combined Project, and shall be as provided in an approved Site Development Plan. Modifications to the distribution and timing of the Affordable Units shall be subject to the prior written approval of the Community Development Director, with a recommendation from the Housing and Redevelopment Director. 4.3 Size and Bedroom Count. The Affordable Units in the Combined Project shall have the number of bedrooms and square footage as shown in “Exhibit C”. -4 - 011331 4.4 Affordabilitv Reauirements. 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. Monthly Rents of the Affordable Units shall not exceed 1/12th of 30% of 80% of median income for San Diego County, adjusted for assumed household size appropriate for the unit. 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 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. Median income figures shall be those published annually by the United States Department of Housing and Urban Development. Assumed household size figures shall be provided to Developer upon request to the City of Carlsbad.Housing and Redevelopment Department. With respect to each Affordable Unit, the affordability requirements of this Section 4.4 shall continue for fifty-five (55) years from the date of issuance of a Certificate of Occupancy by the City for such unit or another comparable unit based upon substitution provisions pursuant to the Regulatory Agreement. The affordability requirements of this Section 4.4 shall be set forth in the Regulatory Agreement between the Developer or its successor and the City, provided for in Section 5 below, which shall supersede this Agreement upon recordation of the Regulatory Agreement. 4.5 Schedule for Developing Affordable Units. 4.5.1 Prior to recordation of this agreement, Kelly shall provide the additional security as described in Section 2 of this Agreement. 4.5.2 Concurrent with the recordation of the first map for Kelly Ranch, this agreement shall be executed and recorded against the Kelly Ranch Project. 4.5.3 Prior to the Construction of any units within any Planning Area, other than Planning Area E. the developer of the Combined Project shall have received approval for a Site Development Plan for the Combined Project. The Site Development Ptan shall designate the location, size and phasing of constnrction of the Affordable Units. 4.5.4 The Affordable Units shall be developed in accordace with the approved Site Development Plan for the Combined Project and as more fully detailed in Exhibit B of this agreement. The release of building permits for all units within the Kelly Ranch Project shall be in accordance with Exhibit B of this Agreement. Subject to tentative receipt of all necessary City and other public agency approvals, PTR intends to complete the Combined Project by October 3 I, 2001. 4.5.5 The first 22 units completed within the Combined Project shall be designated Affordable Units to satisfy the inclusionary housing requirement of Planning Area E. -5 - 5. Citv Auuroval of Documents The following documents, in form and substance acceptable to the City, shall be used in connection with the rental of Affordable Units. Such documents shall be prepared by the PTR and shall be submitted to the Housing and Redevelopment Director for review and approval no later than the start of construction of the Affordable Units. 5.1 A marketing plan consistent with the terms of this Agreement, establishing the process for seeking, selecting and determining the eligibility of tenants of the Affordable Units. 5.2 Form of Rental Agreement. 5.3 A Property Management Plan. 5.4 A Form of Regulatory Agreement betweenPTR and City (the "Regulatory ,, Agreement"), consistent with this Agreement and the approved Site Development Plan and following the format designated by City and provided to PTR. 5.5 Any of the documents identified in section 5 may be revised by PTR from time to time with the prior written approval of the Housing and Redevelopment Director. 6. Request for Bond Issuance Particiuation Upon receipt of a written request from PTR, the City may consider to make all necessary applications for the issuance of revenue bonds pursuant to Health and Safety Code Section 52075, gt. & 7. Rental Terms. The Affordable Units shall be rent-restricted as described in "Exhibit D for a period of fifty-five (55) years commencing on the date the certificate of occupancy is issued for the first Affordable Unit. The Schedule of Maximum Eligible Tenant Incomes and Affordable Rents (the "Schedule") attached hereto and incorporated herein as "Exhibit D" sets forth the City's requirements for maximum household income of Tenants of the Affordable Units ("Eligible Tenants") and the methodology for calculation of the rents of Affordable Units which will be affordable to each of the Eligible Tenants (the "Affordable Rents"). The Affordable Rents will vary depending on the number of bedrooms in the Affordable Unit, and the applicable information from "Exhibit D" as the same varies from time to time. The Schedule also includes initial estimates of Eligible Tenant actual incomes and the corresponding Affordable Rents. The final Schedule shall be established prior to lease up based on the San Diego County Area Median Income and the cost factors applicable at the time. The final Schedule shall be submitted by PTR and approved by the City's Housing and Redevelopment Director. 8. Reporting and Compliance Monitoring. PTR shall submit an annual report to the City as required under the Regulatory Agreement, identifying which units are Affordable Units, the monthly rent, vacancy information for each Affordable Unit, and monthly income of the tenants of each Affordable Unit for the prior year, together with such other information as reasonably required by the City to verify compliance with this Agreement. -6 - 011333 9. Release of Subiect Property From Agreement. The covenants and conditions herein contained shall apply to and bind the heirs, executors, administrators, successors, transferees and assignees of all the parties having or acquiring any right, title or interest in or to any part of the Subject Property, and shall run with and burden the Subject Property, excluding Planning Area E, until terminated in accordance with the provisions hereof. Prior to the issuance of building permits, Developer shall expressly make the conditions and covenants contained in this Agreement a part of any deed or other instrument conveying any interest in the Subject Property, excluding Planning Area E. Notwithstanding anything to the contrary set forth in this Agreement, individual purchasers of single-family units pursuant to an approved public report in compliance with the California Subdivided Lands Act, and mortgage lenders holding deeds oftrust on such individual units after sale to such purchasers, shall not be subject to the terms of this Agreement; and the terms of this Agreement shall be of no further force or effect with respect to such completed unit on the date of the recordation of a deed to the individual purchaser. Upon final inspection and issuance of a certificate of occupancy for 132 Affordable Units, all Planning Areas, with the exception of Planning Areas D, G and H, shall be released from the burdens of this Agreement. The burdens of this agreement shall remain in full force and effect and recorded against Planning Areas D, G and H for the 55 year duration of this agreement. 10 Default. Failure of Kelly or PTR to cure any default in either Kelly's or PTR's obligations under the terms of this Agreement within ninety (90) days after the delivery of a notice of default from the City (or where the default is of the nature which cannot be cured within such ninety (90) day period, the failure of Kelly or PTR to commence to cure such default within the ninety (90) day period or Kelly's or PTR's failure to proceed diligently to complete the cure of such a default within I80 days) will constitute a breach of the Agreement and the requirements of the Carlsbad Municipal Code chapter 21.85 and the City may exercise any and all remedies available to it with respect to Kelly's and PTR's failure to satisfy the Conditions of Approval and chapter 21. 85 of the Carlsbad Municipal Code, including, but not limited to, the withholding of building permits for the market rate units within Kelly Ranch. 1 1. Appointment of Other-Agencies. At its sole discretion, the City may designate, appoint or contract with any other public agency, for-profit or non-profit organization to perform the City's obligations under this Agreement. 12. Hold Harmless. Kelly and PTR will each indemnify and hold harmless (without limit as to amount) the City and its elected officials, officers, employees arid agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating to PTR's construction of the Combined Project, and shall protect and defend Indemnitees, and any of them with respect thereto; provided, however, that this section shall not be applicable to matters involving any gross negligence or willful misconduct on the part of any Indemnitee. The foregoing obligation shall be covered by appropriate insurance policies for the Combined Project naming Indemnitees as additional named insureds with aggregate limits of not less than five million dollars ($5,000,000) purchased by PTR at its sole expense from an insurance company duly licensed to engage in the business of issuing such insurance in the State, with a current Best's Key Rating of not less than A-V, such insurance to be evidenced by an endorsement which so provides and delivered to the City Clerk prior to the issuance of the first building permit for the Combined Project. 14 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 addresses set forth below: TO THE CITY OF CARLSBAD: CITY OF CARLSBAD Housing and Redevelopment Department Attn: Housing and Redevelopment Director 2965 Roosevelt Street, Suite B Carlsbad, California 92008-2389 TO KELLY: Kelly Land Company Attn: D. L. Clemens c/o Hillman Properties West, Ine. 201 1 Palomar Airport Road, Suite 206 Carlsbad, California 92008 with copies to: Sheppard, MuUin, Richter & Hampton LLP Attn: Christopher B. Neils, Esquire 501 West Broadway, 19th Floor San Diego, California 92101-3598 PTR DEVELOPMENT SERVICES INCORPORATED Attn: Joseph G. DiCtistina 7670 South Chester Street Englewood, CO 80112 Archstone Communities Trust Attn: Michael BermadTamara Alexander 7670 South Chester Street Englewood, CO 801 12 -8 - 811335 Mayer, Brown & Platt Attn: Mark Mears, Esquire 190 South La Salk Street Chicago, Illinois 60603-3441 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. Such notice shall be deemed effective upon delivery, if personally delivered, two (2) business days after mailing in accordance with the requirements set forth above. 15. Integrated 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. 16. Duration of Apreement: Effect on PTR- This Agreement shall terminate upon the earlier of 55 years from the date of this Aggreement and/or the granting of a written release by the Community Development Director. This Agreement, and any section, subsection, or covenant contained herein, may be amended only upon the written consent of Kelly, PTR and the Community Development Director. PTR shall have no obligations under this Agreement unless and until it becomes owner in fee simple of Planning Areas D, G and H. 17. Permitted Delavs. Performance by any party of its obligations under this Agreement shall be excused during any period of delay caused at any time by reason of acts of God or civil commotion, riots, strikes, picketing or other labor disputes, shortage of materials or supplies, damage to work in progress by reason of fire, floods, earthquake or other casualty, restrictions imposed or mandated by governmental or quasi-governmental entities, enactment of conflicting laws, litigation, acts or neglect of the other parties, or any other cause beyond the reasonable control of a party, but not including failure to obtain financing. Each party shall promptly notify the other parties of any delay hereunder as soon as possible after the same has been ascertained. The term of this Agreement and the time deadlines for such performance shall be extended by the period of any such delay. 18. Right to Transfer. Kelly shall have the right to sell, mortgage, hypothecate, assign or transfer ("Transfer") the Kelly Ranch Project in whole or in part to any person, partnership, joint venture, firm or corporation including, without limitation, PTR ("Transferee") at any time during the term of this Agreement. Kelly and PTR shall ais0 have the right to Transfer their respective rights under this Agreement as they pertain to the Combined Project, the Kelly Ranch Project, or any portion thereof. It is understood and agreed by the parties that portions of the Kelly Ranch Project may be subdivided after the date of this Agreement. One or more of such subdivided parcels may be Transferred to persons for development by them in reliance upon the provisions of this Agreement. The obligations of Kelly and any such Transferees are several and not joint. 19. Recording of Agreement. The parties hereto shall cause this Agreement to be recorded against the Kelly Ranch Project, which is the burdened land and the benefitted land, in the official Records of the County of San Diego. -9 - 20. 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, the remaining portions of this Agreement shall nevertheless, be and remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. KELLY: CITY: KELLY LAND COMPANY, CITY OF CARLSBAD, a Delaware A Municipal Corporation cor oration PTR: APPROVED AS TO FORM PTR DEVELOPMENT SERVICES INCORPORATED, a Delaware corporation -10 - Of1337 STATE OF CALIFORNIA ) On 9-/7 , 199x, before me-personally appeared .. m.5 and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) idare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hidheritheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. (SEAL) STATE OF 1 COUNTY OF hi%f%t%E ) ) ss. efore me, -&d h, kfc&yersonally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) idare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hislheritheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. -11 - 811338 "EXHIBIT A" DESCRIPTION OF KELLY RANCH -12 - Village 'A' LEGAL DESCRIPTION 1 /33q THAT PORTION OF LOT 'I' OF RANCHO HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON NOVEMBER 16, 1896, BEING MORE PARTICULARLY DESCRIBED AS A PORTION OF PARCEL B OF DOCU- MENT RECORDED SEPTEMBER 27, 1996 AS DOCUMENT NO. 1996-0489999 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO, BEING MORE PAR- TICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE LAND DESCRIBED IN SAID PARCEL B; THENCE ALONG THE WESTERLY LINE THEREOF 1. SOUTH 25'25'07" WEST 266.44 FEET; THENCE LEAVING SAID WESTERLY LINE 2. SOUTH 65Q09'04" EAST 7.57 FEET TO THE BEGINNING OF A TANGENT 5.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE 3. SOUTHEASTERLY AND 6.18 FEET THROUGH A CENTRAL ANGLE OF SOUTHERLY 70*49'14"; THENCE 4. SOUTH 05Q40'10" WEST 18.56 FEET TO THE BEGINNING OF A TANGENT 20.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE 5. SOUTHERLY, EASTERLY, 40.59 FEET THROUGH A CENTRAL ANGLE OF AND NORTHESTERLY 116'16'33''; THENCE 6. NORTH 69Q23'37" EAST 21.86 FEET; THENCE 7. NORTH 58Q14'06" EAST 35.24 FEET; THENCE 8. NORTH 49Q19'04" EAST 77.29 FEET TO THE BEGINNING OF A TANGENT 10.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE ALONG THE ARC OF SAID CURVE 9. NORTHEASTERLY AND 10.46 FEET THROUGH A CENTRAL ANGLE OF EASTERLY 59857'01"; THENCE 10. SOUTH 70Q43'55" EAST 38.58 FEET; THENCE 11. SOUTH 60Q59'24" EAST 32.80 FEET TO THE BEGINNING OF A TANGENT 10.00 FOOT RADIUS CURVE CONCAVE Page 1 of 11 12. SOUTHEASTERLY AND SOUTHERLY 13. SOUTH llQ18'51" WEST 14. SOUTH 23Q39'23" EAST 15. SOUTHERLY 16. SOUTH 18'15'44" WEST 17. SOUTHERLY 18. SOUTH OSQ58'26" EAST 19. SOUTHERLY AND SOUTH- EASTERLY 20. SOUTH 72*44'04" EAST 21. EASTERLY, NORTHEAST- ERLY, AND NORTHERLY 22. NORTH 16Q07'49" EAST 23. NORTHERLY, EASTERLY, AND SOUTHEASTERLY 24. SOUTH 51Q34'45" EAST 12.62 FEET 9.39 FEET; 6.10 FEET 73.16 FEET , 76.64 FEET 21.15 FEET 90.78 FEET 46.61 FEET 80.46 FEET 71.58 FEET 62.66 FEET 39.20 FEET 40.33 FEET; LEo112248OPAI\.Wc. 10/26/01 DER Page 2 of 11 SOUTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE' THROUGH A CENTRAL ANGLE OF 72Q18'15"; THENCE THENCE TO THE BEGINNING OF A TANGENT 100.00 FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 41255'07"; THENCE TO THE BEGINNING OF A TANGENT 50.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 24'14'10"; THENCE TO THE BEGINNING.. OF A TANGENT 40.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENT- ANGLE OF 66'45'38"; THENCE TO THE BEGINNING OF A TANGENT 45.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 91Q08'07"; THENCE TO THE BEGINNING OF A TANGENT 20.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 112'17'26"; THENCE THENCE Id C@J 011341 THENCE TO THE BEGINNING OF A TANGENT 15 .OO FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 87Q12'59"; THENCE TO THE BEGINNING OF A TANGENT 70.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 97p34'55"; THENCE TO THE BEGINNING OF A TANGENT 35.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 85'25'07"; THENCE'. TO THE BEGINNING OF A TANGENT 25.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 68906'11"; THENCE THENCE TO THE BEGINNING OF A TANGENT 10 .OO FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE - 25. SOUTH 57919'.45" EAST 26. SOUTH 67*49'54" EAST .. 27. SOUTHEASTERLY AND SOUTHERLY 28. SOUTH 19223'05" WEST 29. SOUTHERLY, SOUTHEAST- ERLY, AND EASTERLY 30. SOUTH 78O11'50" EAST 31. EASTERLY, NORTHEAST- ERLY, AND NORTHERLY 32. NORTH 16*23'03" EAST 33. NORTHERLY, NORTHEAST- ERLY, AND EASTERLY 34. NORTH 84'29'3.4" EAST 35. NORTH 77p00'36" EAST 36. EASTERLY, SOUTHEAST- ERLY, AND SOUTHERLY 37. SOUTH OOO34'55" WEST 42.26 FEET; 25.29 FEET 22.83 FEET 61.59 FEET 119.22 FgET 117.78 FEET 52.18 FEET 105.81 FEET 29.72 FEET 58.51 FEET; 59.73 FEET 18.08 FEET THROUGH A CENTRAL ANGLE OF 103934'19''; THENCE 71.15 FEET TO THE BEGINNING OF A TANGENT 40.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE LEC/122480PAP..DOC. 10126/01 DW Page 3 of 11 011342 38. SOUTHERLY SOUTH- - EASTERLY 39. SOUTH 7OP38'52" EAST 40. SOUTH 85*27'26" EAST 41. NORTH 88*59'03" EAST 42. EASTERLY AND NORTH- EASTERLY 43. NORTH 26*32'02" EAST . 44. NORTH 39*53'36" EAST 45. NORTHEASTERLY 46. NORTH 7OP51'21" EAST 47. NORTHEASTERLY 48. SOUTH 82*01'56" EAST 49. NORTH 20931'29'' EAST 50. SOUTH 82901'56" EAST LEG112248OPAA.wC, 10126l01 DER 49.73 FEET 31.74 FEET; 19.53 FEET; 65.60 FEET 38.15 FEET 34.26 FkET; 190.00 FEET 75.66 FEET 16.00 FEET 47.63 FEET 160.15 FEET; 122.94 FEET 84.60 FEET Page4of 11 THROUGH A CENTRAL ANGLE OF 71913'47"; THENCE THENCE THENCE TO THE BEGINNING OF A TANGENT 35.00 FOOT RADIUS CURVE CONCAVE NORTKWESTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 62'27'01"; THENCE THENCE TO THE BEGINNING OF A TANGENT 14 0.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 30957'45"; THENCE TO THE BEGINNING OF A TANGENT 120.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENT-L ANGLE OF 22944'24"; THENCE THENCE TO THE SOUTHERLY LINE OF AN EASE- MENT FOR STREET AND INCIDENTAL PURPOSES PER DOCUMENT RECORDED NOVEMBER 17, 1977 AS FILE NO. 77-416325 OF OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY LINE THE FOLLOWING SIX COURSES TO THE BEGINNING OF A TANGENT 434.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE 51. EASTERLY, NORTHEAST- - ERLY, AND NORTHERLY 52. NORTH 04243’04” WEST 53. NORTHERLY 54. NORTHEASTERLY AND EASTERLY 55. NORTH 78’41’33’’ EAST 56. NORTH 11’25’52” WEST 51. SOUTH 78’41‘33” WEST 58. SOUTHWESTERLY AND SOUTHERLY 59. SOUTHERLY 60. SOUTH 04O43.04” EAST 177.82 FEET 205.52 FEET 209.91 FEET . 432.52 FEET 319.97 FEET 34.00 FEET; 319.90 FEET 472.70 FEET 219.22 FEET 205.52 FEET THROUGH A CENTRAL. ANGLE OF 102241’08”; THENCE TO THE BEGINNING OF A TANGENT 7 66.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 15’42’03” TO THE BEGINNING OF A 366.00 FOOT RADIUS COMPOUND CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 79’01’01” WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 67’42’34”; THENCE TO THE NORTHERLY LINE OF THE LAND DESCRIBED AS PARCEL B OF SAID DOCUMENT RECORDED SEPTEMBER 21, 1996 AS DOCUMENT NO. 1996-0489999 OF OFFICIAL RECOWS; THENCE ALONG SAID NORTHERLY LINE THE FOLLOWING EIGHT COURSES THENCE TO THE BEGINNING OF A TANGENT 400.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 61242’34” TO THE BEGINNING OF AN 800.00 FOOT RADIUS COMPOUND CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 79*01’01” WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 15’42’03”; THENCE TO THE BEGINNING OF A TANGENT 400 -00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE LEG112248OPAA.DtC. 10/26/01 DER Page 5 of 11 011344 .~ 61. SOUTHERLY, SOUTHWEST- 716.88 FEET THROUGH A CENTRAL ANGLE OF ERLY, AND WESTERLY 102°41'08"; THENCE 62. NORTH 82Q01'56" WEST 1,278.18 FEET; THENCE 63. NORTH 59905'30" WEST 261.14 FEET TO THE TRUE POINT OF BEGINNING. RESERVING THEREFROM, A 15.00 FOOT WIDE EASEMENT TO CONSTRUCT, RECONSTRUCT, M7,.IMTAIN, OPERATE, AND REPAIR EARTH EMBANKMENT SLOPES, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS OVER, UNDER, ALONG, AND ACROSS ALL THAT PORTION, LYING SOUTHERLY AND EASTERLY OF AND CONTIGUOUS TO COURSES 50 THROUGH 55 DESCRIBED ABOVE. THE SIDELINES OF SAID 15.00 FOOT WIDE EASEMENT SHALL BE LENGTHENED OR SHORTENED TO TERMINATE WESTERLY IN COURSE NO. 49 AND EASTERLY IN COURSE NO. 56 PRODUCED SOUTHERLY. r ALSO RESERVING THEREFROM, A 20.00 FOOT WIDE EASEMENT FOR CONSTRUCTION PUR- POSES LYING SOUTHERLY OF AND CONTIGUOUS TO THE SOUTHERLY AND EASTERLY LINE OF THE ABOVE DESCRIBED 15.00 FOOT WIDE EASEMENT AND SOUTHERLY AND CONTIGU- OUS TO COURSES 48 AND 49 DESCRIBED ABOVE. THE SIDELINES OF SAID 20.00 FOOT WIDE CONSTRUCTION EASEMENT SHALL BE LENGTHENED OR SHORTENED TO TERMINATE WESTERLY IN COURSE NO. 47 AND EASTERLY IN COURSE NO. 56 PRODUCED SOUTHERLY. AREA EQUALS 13.34 ACRES MORE OR LESS NO. 6641 LEGIl2248OP~.WC, 10126/01 DER PLS 6641 EXPIRES 12/31/03 Page 6 of 1 I ,a I.) 011345 Kelly Ranch .. Village 'A' , MClNlTY MAP LEGAL DESCRIPTION: PORllON OF LOT 3' OF RANCHO AGUA HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE ASSESORS PARCEL NO. 's NO SCALE OF CALIFORNIA. ACCORDING TO MAP THEREOF NO. 823. 207-101-23 & 208-020-30, 38 BASIS OF BEARINGS: THE BASIS OF BEARINGS FOR THIS DRAWNG IS THE ESlERLY LINE OF EVANS POIN< CARLSBAD TRACT NO. 91-3, MAP NO. 13189 I.€ N 0071'52" E 011346 1 aCh) EXHIBIT 'B' .. EXHIBIT 'B' NOTE: SEE SHEET II FOR UNE/CURM DATA TABLE SEE SHEET 1 FOR BASIS OF BEARINGS GRAPHIC SCALE N I la (Q 011349 EXHIBIT ’B’ In 011350 LEGAL DESCRIPTION PLANNING AREA D BEING ALL OF LOTS 82, 161 THROUGH 165 INCLUSIVE AND 171 OF CARLSBAD TRACT NIA, ACCORDING TO MAP THEREOF NO. 14340, FILED IN THE OFFICE OF THE COUNTY NO. 97-16A IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFOR- RECORDER OF SAN DIEGO COUNTY ON FEBRUARY 1, 2002. LS 6641 EXPIRATION DATE 12/31/03 PAGE 1 OF 1 011351 .. LEGAL DESCRIPTION PLANNING AREA G BEING ALL OF LOT 168 OF CARLSBAD TRACT NO. 97-16A IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14340, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON FEBRUARY 1, 2002. LS 6641 EXPIRATION DATE 12/31/03 C:\TUIP\122490 PAG.docl02/04:02) JJH PAGE 1 OF 1 011352 LEGAL DESCRIPTION PLANNING AREA H BEING ALL OF LOTS 83 AND 169 THROUGH 170 INCLUSIVE OF CARLSBAD TRACT NO. 97-16A IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14340, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON FEBRUARY 1, 2002. REX S. PLUMMER DATE LS 6641 EXPIRATION DATE 12/31/03 PAGE 1 OF 1 011353 LEGAL DESCRIPTION PLANNING AREA I BEING ALL OF LOTS 81 AND 84 THROUGH 159 INCLUSIVE OF CARLSBAD TRACT NO. 97-16A IN THE CITY OF CARLSBAD, COUNTY OF SAN 'DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14340, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON FEBRUARY 1, 2002. Exp. date 12-31-03 NO. 6641 REX S. PLUMMER DATE LS 6641 EXPIRATION DATE 12/31/03 PAGE 1 OF 1 I a p) 011354 LEGAL DESCRIPTION PLANNING AREA J BEING ALL OF LOTS 1 THROUGH 79 INCLUSIVE OF CARLSBAD TRACT NO. 97-16A IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14340, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON FEBRUARY 1, 2002. \z I-d- REX S."PLUMMER ' DATE LS 6641 EXPIRATION DATE 12/31/03 C:\TWP;IZ24YC PiJ.doclOZ/O4<OZI JJH PAGE 1 OF 1 -13 - “Exhibit B” Action Requiredl Phasing Ceceive Approval of Affordable Hsg. igreement by City Council & ~rovide agreed upon security for 22 lffordable housing units for Village ~. Site Development Plan approved by lity Council for Affordable Housing ’roject (132 units). Villages D,G & -I must he graded. in addition, one or nore signs must he installed on the ;ite, which are acceptable to the City, o identify the future apartment xoject. 411 building permits issued and foundations complete, inspected and Ipproved for 132 apartment units. Final Certificate of Occupancy must be issued for at least 132 rental units and rent restricted at the affordable rates. KELLY RANCH - BUILDING PE # of Ruilding - r - I ” ” - Permits & Type Released 144 narket rate building permits ., 110 market rate building permits (SF and/or MF) and 132 building permits within mixed income MF project. At least 27% of the MF project must he affordable units. and Building Permits for clubhouse in MF project 346 building permits within mixed income MF project. At least 27% of the MF project must be affordable units: - 145 market rate building permits Permits for Project 16% 13% and 15% 40% 17% LAN Comments Allowed to proceed without formally approved Site Development Plan for affordable project. SDP, however, must be deemed supportable by Staff. At this point, the total market rate permits allowed to be issued would he 254 or 29% of the total number of units projected; these permits can he used to construct single family or multi-family units at the discretion of the developer/ builder. The total # of building the affordable, would be 386 or permits for housing, including 44% of the total # of housing units projected (877 units). At this point, there could be a total of 600 market rate units under construction which represents 68% of the total # of units w/in the project. These units will he a combination of single family and multi-family. The multi-family rental project is a mixed income (495 units) project which includes 132 affordable units. The 132 rental units must he designated for affordable housing purposes. Those need not he the first 132 units. -14 - 011357 “EXHIBIT C” AFFORDABLE UNlTS SIZE AND BEDROOM COUNT -15 - 011358 Exhibit C 1 Bedroom 2 Bedroom 3 Bedroom 53 580-767 0-73 6- 140 65 984-1 1254 0-115 7-103 14 1340 50 20 811359 “EXHIBIT D” SCHEDULE OF MAXIMUM ELIGIBLE TENANT INCOMES AND AFFORDABLE RENTS [ATTACH CITY SCHEDULE] -16 - RECORDING REQUESTED BY First American Title- SAN DIEGO Subdivision Mapping Dept. WHEN RECORDED MAIL TO: CITY OF CARLSBAD CITY CLERK'S OFFICE A'M'N: CITY CLERK 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 MAR 12. 2002 11:51 AM MlCI# am FEES: 61.00 7112 3 '# ORDERNo. 1156759-15 ADDENDUM NO. 1 TO AFFORDABLE HOUSING AGREEMENT KELLY LAND COMPANY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION 1 RECORDING REQUESTED BY AND WHEN RECORDED MAILTO: 71 13 City of Carlsbad Attn: City Clerk City Clerk's Office Carlsbad, California 92008 1200 Carlsbad Village Drive Above Space for Recorder's Use ADDENDUM NO. 1 TO AFFORDABLE HOUSING AGREEMENT KELLY LAND COMPANY This Addendum is entered into as of the 13 day of 9 , 2001, but retroactively effective as of the first day of July, 2000, amending the affordable housing agre ment imposing restrictions on real property, dated October 5, 199 $** by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and KELLY LAND COMPANY, a Delaware corporation, hereinafter referred to as "Kelly". RECITALS WHEREAS, the initial affordable housing agreement, dated October 5, 1998 set forth the affordable housing requirements for the Kelly Ranch Project to be developed on Planning Areas D, G and H of the Kelly Ranch Development; and whereas parties acknowledge that the Affordable Housing Units as set forth in the initial affordable housing agreement will satisfy the inclusionaly housing requirements for the Kelly Ranch Project, as long as the aggregate number of dwelling units does not exceed eight hundred seventy-seven (877) for the Kelly Ranch Project; and WHEREAS, the initial affordable housing agreement, dated October 5, 1998, set forth security provisions for development of affordable housing to satisfy the inclusionaly housing requirements for Planning Area E of the Kelly Ranch Project in order to allow the development of Planning Area E to proceed ahead of the remaining Kelly Ranch Project; and WHEREAS, due to delays in required entitlement approvals for the development of the Kelly Ranch Project, the City has requested additional land security to ensure the satisfaction of the inclusionary housing requirements for Planning Area E of the Kelly Ranch Project before Planning Area E may proceed with final development; and **and recorded on February 15, 2002 as document no. 2002-0135148 of Official Records** 71.14 Amendment #1 to Kelly Ranch Affordable Housing Agreement Page 2 WHEREAS, due to changes among the developer parties, PTR Development Services is no longer a patty to said affordable housing agreement; and WHEREAS, the City of Carlsbad and the Kelly Land Company mutually desire to amend the initial affordable housing agreement, dated October 5, 1998, to provide for additional land security and to extend the security provisions set forth within Section 2 of said agreement to allow Kelly additional time in which to satisfy its inclusionary housing requirements for Planning Area E, NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Kelly hereby agree as follows: 1. PTR DEVELOPMENT SERVICES Incorporated, a Delaware corporation (which is affiliated with Archstone Communities, a Maryland real estate investment trust, successor by merger to Security Capital Pacific Trust) has been removed as a developer party to the initial affordable housing agreement dated October 5, 1998, and subsequently shall no longer be a patty to this agreement. All references to PTR Development Services within the initial affordable housing agreement shall apply to Kelly Land Company with approval of this amendment. 2. As set forth in Section 2 of the initial affordable housing agreement dated October 5, 1998, Kelly has voluntarily agreed to provide additional security to ensure the construction of the Affordable Units required for Planning Area E of the Kelly Ranch Project. Section 2 of the initial affordable housing agreement shall be hereby amended to include additional land security through recordation of a deed restriction, in a form acceptable to the City of Carlsbad, for Parcel 5 of the Kelly Ranch Project and as described in Exhibit "B to this amendment, which shall be deemed the appropriate land security to ensure construction of the Affordable Units required for Planning Area E if the land security indicated within the initial agreement, known as Planning Areas the City of Carlsbad or California Coastal Commission. All other requirements as set forth in Section 2 for the D, G and H, is not provided for any reason, including denial of the appropriate land use permits and/or maps by as Parcel 5. land security in the initial affordable housing agreement shall also apply to the additional land security, known 3. The period of time in which Kelly shall accomplish certain matters as related to the provision of the affordable units described in the initial affordable housing agreement dated October 5, 1998 and for which the City shall hold the additional security (land and cash deposit or letter of credit) to ensure the construction of affordable units required for Planning Area E within the Kelly Ranch Project, as set forth in Section 2 of the initial affordable housing agreement approved on October 5, 1998, shall be extended from July 1, 2000 to December 31, 2001. Kelly is required to extend the additional security of a cash deposit or letter of credit in the amount of $220,000, and any other applicable security requirements, to December 31, 2001. At the sole discretion of the City, this deadline for accomplishment of certain matters by Kelly and time for which the written approval of the Community Development Director. City may hold the security to ensure the construction of the affordable units may be extended six (6) months by 4. All other provisions of the aforementioned agreement entered into on October 5, 1998, by 2 1 19/01 Amendment #1 to Kelly Ranch Affordable Housing Agreement Page 3 and between City and Kelly shall remain in full force and effect, with the exception that if the additional land security known as Parcel 5 must be forfeited to the City for any reason, the City hereby agrees to convey or cause conveyance of record title to Planning Areas K and L, respectively, to other persons pursuant to contractual commitments which run with the land and which are not related to this or the initial affordable housing agreement. Planning Areas K and L shall be excluded from Parcel 5 as additional land security to the initial affordable housing agreement shall apply to Parcel 5 as additional land security. ensure the construction of the inclusionary housing units for Planning Area E. All other requirements set forth in IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. KELLY: CITY: KELLY LAND COMPANY, a Delaware CITY OF CARLS~AD, a' municipal State of California APPROVED AS TO FORM:' (Proper notarial acknowledgment Sf execution by Kelly must be attached. Chairman, president or vice- Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. corporate seal empowering the officer(s) signing to bind the corporation.) 3 1 1910 1 STATE OF CALIFORNIA) , personally appeared , personally known e person(s) whose name(s) i&e subscribed to the within instrument and acknowledged io me that helsheithey executed the same in hisheritheir authorized capacity (ies), and that by hishedtheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand ad official seal. (SEAL) 71 17 Amendment #I to Kelly Ranch Affordable Housing Agreement Page 4 EXHIBIT "A" DESCRIPTION OF LAND This Addendum to the original Kelly Ranch Affordable Housing agreement approved on October 5, 1998 applies to the same land as originally described in the previously approved said agreement. -4- 1/9/0 1 71 18 Amendment #1 to Kelly Ranch Affordable Housing Agreement Page 5 EXHIBIT "B" The additional land security set forth in this Amendment #1 to the Kelly Ranch Affordable Housing Agreement is known as Parcel 5 and is further described as Parcel A in the attached Certificate of Compliance for Adjustment Plat recorded in the San Diego County Recorder's Onice on August 28, 1998. -5- 1/9/0 1 E 12117101 . . . . . . . . . 'M Order: !3P-15-00025303 Description: 1998.550156 Page I of 11 Comment: CATHY . LEG/lZZ46LLA.WC, 6/8/98. SH/JC 815 EXHIBIT 'A' 71 26 PARCEL 'A' THAT PORTION OF LOT -18 OF RANCHO AGUA HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 16, 1896, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT POINT NO. 18 AS SHOWN ON SAID MAP 823; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 'I' 1. NORTH 86O50'44" WEST 0°2 2. NORTH 0 5' 05" EA ST 3. NORTH 23"17'58" WEST 4, NORTH 66"42'02" EAST 5. EASTERLY 6. NORTH 88°12'02" EAST 7. NORTHEASTERLY 8. NORTH 56O32'23" WEST 9. NORTH 46O04'58" WEST 10. NORTH 06"4!3'58" WEST 11. NORTH 29'27'02'' EAST 1,172.76 FEET TO THE TRUE POINT OF BEGINNING AND THE SOUTHEAST CORNER OF PAR- CEL 'A' AS DESCRIBED IN CERTIFI- CATE OF COMPLIANCE RECORDED APRIL 21, 1998 AS DOCUMENT NO. 1998- THENCE ALONG THE EASTERLY LINE OF SAID LOT 'A' 0223037 OF OFFICIAL RECORDS; 6 63.79 FEET; THENCE 30.00 FEET; THENCE 40.97 FEKT TO THE EEGINNTNG OF A NON-TANGENT SOUTHERLY; THENCE ALONG THE ARC 300.00 FOOT RADIUS CURVE CONCAVE OF SAID CURVE 112.57 FEET THROUGH A CENTRAL ANGLE OF 21°30'00"; THENCE 94 -81 FEET TO THE BEGINNING OF A NON-TANGENT' 300.00 FOOT RADIUS CURVE CONCAVE ARC OF SAID CURVE NORTHWESTERLY; THENCE ALONG THE 286.62 FEkT THROUGH A CENTRAL ANGLE OF 54'44'25"; THENCE 30.00 FEET; THENCE 459.10 FEET; THENCE 378.65 FEET; THENCE 30.00 FEET; THENCE PAGE 1 OF 3 Order: EXP-15-00025303 Description: 1998,550156 Page 2 of I1 Comment: CATHY ~ ~~ 12. SOUTH 60O32'58" EAST 13. NORTH 29"27'02" EAST 14. NORTH 35O32'17" EAST 15. NORTH 64O00'24" WEST 16. SOUTH 5E013'O5'' WEST 17. NORTH 65'03'51'' WEST 18. NORTH 41°25'21" WEST 19. SOUTHWESTERLY 20. SOUTH 45°20'12" WEST 21. SOUTHWESTERLY 22. SOUTH 00°57'40" WEST 23. SOUTH 68O19'26" WEST 24. SOUTH 12"09'33" WEST 25. SOUTH 12'29'18'' WEST 26. SOUTH 11°22'17" EAST 21. SOUTH 20°42'02" EAST 816 54.67 FEET: 30.00 FEET; 332.53 FEET; L, 073.85 FEET; 2 67.32 FEET: 313.73, FEET; 238.13 FEET 167.41 FEET 4 92.73 FEET 852.72 FEET 222.80 FEET: 535.66 FEET; 248.90 FEET: 36.00 FEET: 42.37 FEET: 444.52 FEET; LEG/lZ246LLR.CCC, 6/8/98, SHlJC THENCE 7121 THENCE THENCE THENCE THENCE THENCE TO THE BEGINNING OF A NON-TANGENT 1,951.00 FOOT RADIUS CURVE CON- CAVE SOUTHEASTERLY, A RADIX TO SAID BEGINNING BEARS NORTH ARC OF SAID CURVE 39'44'49'' WEST: THENCE ALONG THE THROUGH A CENTRAL ANGLE OF 04"54'59": THENCE TO THE BEGINNING OF A NON-TANGENT 1,101.00 FOOT RADIUS CURVE CON- CAVE SOUTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4402Zr 32" ; THENCE THENCE THENCE THENCE THENCE THENCE LOT 'I' ; THENCE TO THE SOUTH LINE OF SAID PAGE 2 OF 3 Order: EXP-l5-00025303 Description: 1998.550156 Page 3 of I1 Comment: CATHY 28. SOUTH 86O50'44" EAST 2,490.34 FEET TO THE TRUF: POINT OF BEGINNING. CONTAINS 118.98 ACRES MORE OR LESS. 1122 " ,"rJ.JlL, - EXPIRATION DATE 6/30/99 PLS 5127 PAGE 3 OF 3 . . . . Order: EXP-15-00025303 Description: 1998.550156 Page 4 of I1 Comment: CATHY 818 7123 LEG112246LLA.DM). 12/16/97 SH EXHIBIT 'A' PARCEL 'B' THAT PORTION OF LOT 'I' OF RANCHO AGUA HEDIONDA, Ihi THE CITY OF CARLSBAD, COUNTY OF SAM DIEGO, STATE OF CALIFORNIA ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY ON NOVEMBER 16, 1896, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE LAND DESCRIBED AS PARCEL \A' OF BOUNDARY ADJUSTMENT NO. 496 FILED APRIL 21, 1998 AS DOCUMENT NO. 1998-0223037 OF OFFICIAL RECORDS, IN SAID THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, TOGETHER WITH THE LAND RECORDED AUGUST 17, 1973 AS FILE/PAGE NO. 73-231802 OF OFFICIAL RECORDS,.IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN CARLSBAD TRACT NO. 73-45, ACCORDING TO MAP THEREOF NO. 8033, FILED IN THE OFFICE OF SAID COUNTY RE- CORDER OCTOBER 23, 1974 AS FILE NO. 74-282025 OF OFFICIAL RECORDS ALSO EXCEPTING THEREFROM ALL THAT PORTION MORE PARTICULARLY DESCRIBED AS FOLLOWS : COMMENCING AT POINT NO. 18 AS SHOWN ON SAID MAP NO. 823; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT' 'I' 1. NORTH 86'50'44'' WEST 2. NORTH OO"25'05" EAST 3. NORTH 23O17'58" WEST 4. NORTH 66'42'02'' FAST 5. EASTERLY 6. NORTH 88"12'02" EAST 1,172.76 FEET TO THE TRUE POINT OF BEGINNING AND THE SOUTHEAST CORNER OF PAR- CEL 'A' AS DESCRIBED IN SAID CERTIFICATE OF COMPLIANCE RE- NO. 1998-0223037 OF OFFICIAL CORDED APRIL 21, 1998 AS DOCUMENT RECORDS; THENCE ALONG THE EAST- ERLY LINE OF SAID LOT 'A' 663.79 FEET: THENCE 30.00 FEET; THENCE 40.97 FEET TO THE BEGINNING OF A NON-TANGENT 300.00 FOOT RADIUS CURVE CONCAVE OF SAID CURVE SOUTHERLY: THENCE ALONG THE ARC 112.57 FEET THROUGH A CENTRAL ANGLE OF 21°30'00"; THENCE 94.81 FEET TO THE BEGINNING OF A NON-TANGENT 300.00 FOOT RADIUS CURVE CONCAVE PAGE 1 OF 3 Order: u(P-l5-00025303 Description: 1998.550156 Page 5 of I1 Comment: CATHY 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18 i 19. 20. 21. 22. 23. 24. 25. NORTHEASTERLY NORTH 56'32' 23" WEST NORTH 46'04'58'' WEST NORTH 06'45'58'' WEST NORTH 29'27'02" EAST SOUTH 60O32'58" EAST NORTH 29'27'02" EAST NORTH 35'32'17" EAST NORTH 64'00'24'' WEST SOUTH 58°13'05'' WEST NORTH 65'03' 51" WEST NORTH 41*25'21" WEST SOUTHWESTERLY SOUTH 45"20' 12" WEST SOUTHWESTERLY SOUTH OO"57'40" WEST SOUTH 68OJ.9'26'' WEST SOUTH 12"09'33" WEST SOUTH 12'29'18'' WEST I ! 7124 819 LEGf12246LL4.DX, 12/16/91 SH NORTHWESTERLY; THENCE ALONG THE ARC OF SAID CURVE 286.62 FEET THROUGH A CENTRAL ANGLE OF 54°44'25"; THENCE 30.00 FEET; THENCE 459.10 FEET; THENCE 378.65 FEET; THENCE 30.00 FEET; THENCE 54.67 FEET; THENCE 30.00 FEET; THENCE 332.53 FEET; THENCE 1,07 3.8 5 FEET ; THENCE 267.32 FEET; THENCE 313.73 FEET; THENCE 238.13 FEE.T TO THE BEGINNING OF A NON-TANGENT CAVE SOUTHEASTERLY, A RADIAL TO 1,951.00 FOOT RADIUS CURVE CON- SAID BEGINNING BEARS NORTH 39'44'49'' WEST; THENCE ALONG THE ARC OF SAID CURVE 167.41 FEET THROUGH A CENTRAL ANGLE OF 04°54159"; THENCE ,492.73 FEET TO THE BEGINNING OF A NON-TANGENT CAVE SOUTHEASTERLY; THENCE ALONG 1,101.00 FOOT RADIUS CURVE CON- THE ARC OF SAID CURVE 852.72 FEET THROUGH A CENTRAL ANGLE OF 44'22'32''; THENCE 222.80 FEET; THENCE 535.66 FEET; THENCE 248.90 FEET; THENCE 36.00 FEET; THENCE PAGE 2 OF 3 Order: EXP-15-00025303 Description: 1998.550156 Page 6 Of 1 I Comment: CATHY 820 LEG/12246Lu\.OOC, 12/16/97 SH 26. SOUTH ll"22'17" EAST 42.37 FEET; THENCE 27. SOUTH 20'42'02" EAST 444.52 FEET: TO THE SOUTH LINE OF SAID LOT 'I' ; THENCE 28. SOUTH 86'50'44" EAST 2,490.34 FEET TO THE TRUE POINT OF BEGINNING. CONTAINS 204.525 ACRES MORE OR LESS. ~- EXPIRATION DATE 6/30/99 PAGE 3 OF 3 Order: u(P-15-00025303 Description: 1998.550156 Page 7of 11 Comment: CATHY 7126 82 1 LEGAL DEW?IPRON: Pmnm OF LOT 7' OF RANGIO ACOA HEMONDA, IN THE WTY OF CARLSBAD. COUNTY 01F SAN WEGO, STA lE F CALIFi3WIA ACCORDING TO MAP IHEREF NO. 823. ASESWS PAREL NO.3 OWER/AWUOVVT KELLY LAND WPAN): A DELAWARE WPO?An(m 2011 PALOMAR AIRPCRT RD. SUIT 206 CARLSBAD. CAUFCRNIA 92009 207-101-23 & 208-020-30, 38 PHWE (619) 931-1190 BAYS W REARING2 THE BASIS OF I4uIRINGS FO? lHlS DRA WNG IS WE ESlERLY LINE Cuc EVANS POINC CARLSBAD lRACT NO. 91-3, MAP NO. 13189 1.E N 00'1 1'37' E """_ MQNER OF MAW (( )) PROSECT DESYGN CONSULTANE 0 SAN DIEGO, CALIFORNIA 92101 701 B STREET PHONE (619) 255-6471 P. 0. c. T.P.O.B. r1 NO SCALE LEGRVD INDICATES ADvvsTEo PARCEL BOUNDARY UNE WWCATES ADUVSTED LOT LINE TO RE REMOMD INDICATES EMSllNG LOT UNE TO REMAIN INDICATES RECORD DATA PER MAP NO. 13189 INMCATES REGiWD DATA PER R.O.S. 7958 INDICA 7Es RECORD DA TA PER MAP 823 tNMCA?ES POlNT OF COMMENEMENT INMCAES RUE PaNT OF BEGINNING DALE R. GREE~ REWSTRATlON EXPIKES 6/30/99 J LS. 5127 208-020-30, 38 1224ADJl.DwG Order: EXP-15-00025303 Description: 1998,550156 Page 8 of I1 Comment: CATHY AUGUST 17, 1973 AS F/p NO. LAND LIEWED .W DEEO RE%. 73-231802 hc O.R. EXEPllNG 7HA T PLX?llGN L YlNG WHIN UAP NO. 803. EXHIBIT "8" Order: EXP-15-00025303 Description: 1998.550156 Page 9 of 11 Comment: CATHY lR0.B. PCL 'a' 1" CURE LWTA RADIUS LENGIH EXHIBIT 3" glEEf3ff.3 ADJUSMENT PLA T-CIN ff CARLSAD B. ADJ. NO. 520 ." ......... Order: EXP-15-00025303 Description: 1998.550156 Page 10 of I I Comment: CATHY 824 State of California ) County of San Diego ) 1 On 08/24/98 before me, Belinda R. Guzman, Notary Public, personally appeared Lloyd Hubbs, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the or entity upon behalf of which the person acted, executed the instrument. same in his authorized capacity, and that by his signature on the instrument the person, WITNESS my hand and officiai seal I Signature of Notary U (Thls area for official notary seal) Title or Type of Document Certificate of compliance for Adjustment Plat CE 848 ADJ 520 Date of Document 8-20-98 No. of Pages 1 Signer@) other than named above None Kelly Ranch 208-20-30.38,207-101-23 Order: EXP-15-00025303 Description: 1998.550156 Page I I of I I Comment: CATHY RECORDING REQUESTED BY: First American Title- SAN DIEGO Subdivision Mapping Dept. WHEN RECORDED MAIL TO: ooc # 2002-0206980 CITY OF CARLSBAD CITY CLERK’S OFFICE ATTN: CITY CLERK 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 ORDERNo. 1156759-15 ADDENDUM NO. 2 TO AFFORDABLE HOUSING AGREEMENT KELLY LAND COMPANY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION 1 RECORDING REQUESTED BY AND WHEN RECORDED MAILTO: ."- 7131 City of Carlsbad City Clerk's Office Attn: City Clerk Carlsbad, California 92008 1200 Carlsbad Village Drive Above Space for Recorder's Use ADDENDUM NO. 2 TO AFFORDABLE HOUSING AGREEMENT KELLY LAND COMPANY This Addendum is entered into as of the 13 day of February , 2002, amending the affordable housing agreement imposing restrictions on real property, dated October 5. 1998 by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and KELLY LAND COMPANY, a Delaware corporation, hereinafter referred to as "Kelly", and ARCHSTONE-SMITH OPERATING TRUST a Maryland real estate investment trust, formerly known as Archstone Communities Trust, hereinafter referred to as "Archstone". I ** RECITALS WHEREAS, the initial affordable housing agreement, dated October 5, 1998' set forth the affordable housing requirements for the Kelly Ranch Project to be developed on Planning Areas D, G and H of the Kelly Ranch Development; and whereas parties acknowledge that the Affordable Housing Units as set forth in the initial affordable housing agreement will satisfy the inclusionary housing requirements for the Kelly Ranch Project, as long as the aggregate number of dwelling units does not exceed eight hundred seventy-seven (877) for the Kelly Ranch Project; and WHEREAS, the initial affordable housing agreement, dated October 5, 1998, set forth security provisions for development of affordable housing to satisfy the inclusionary housing requirements for Planning Area E of the Kelly Ranch Project in order to allow the development of Planning Area E to proceed ahead of the remaining Kelly Ranch Project; and WHEREAS, due to delays in required entitlement approvals for the development of the Kelly and recorded concurrently hel;ewith Ranch Project, Addendum No. 1 to the Affordable Housing Agreement, dated February 13, 2001,'granted **and recorded on February 15, 2002 as document no. 2002-0135148 of Official Records** 1/30/02 Amendment #2 to Kelly Ranch Affordable Housing Agreement Page 2 71 32 additional land security to the City to ensure the satisfaction of the inclusionary housing requirements for Planning Area E of the Kelly Ranch Project: and WHEREAS, the City of Carlsbad and the Kelly Land Company mutually desire to amend the initial affordable housing agreement, dated October 5, 1998, and the subsequent Addendum, dated February 13, 2001, to extend the security provisions set forth within Section 2 of said agreement to allow Kelly additional time in which to satisfy its inclusionary housing requirements for Planning Area E and to revise the total housing unit count from 877 to 800 dwelling units; and WHEREAS, Addendum No. 1, dated February 13, 2001, amended the initial affordable housing agreement, dated October 5, 1998, to remove PTR Development Services Incorporated, which was affiliated with Archstone Communities, as a developer party to said agreement; and WHEREAS, Kelly Land Company has now requested that Archstone-Smith Operating Trust, a Maryland real estate investment trust, be added as a developer party to said agreement and the City has agreed to such addition. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City, Kelly and Archstone hereby agree as follows: 1. ARCHSTONE-SMITH OPERATING TRUST, a Maryland real estate investment trust, shall be added as a developer party to the initial affordable housing agreement dated October 5, 1998 and the Addendum date February 13, 2001. All references to Kelly Land Company shall now apply to both Kelly Land Company and Archstone-Smith Operating Trust with approval of this amendment. 2.The period of time in which Kelly and/or Archstone shall accomplish certain matters as related to the provision of the affordable units described in the initial affordable housing agreement dated October 5, 1998 which was subsequently amended on February 13, 2001, and for which the City shall hold the security Area E within the Kelly Ranch Project, as set forth in Section 2 of the affordable housing agreement shall be (land and cash deposit or letter of credit) to ensure the construction of affordable units required for Planning extended from December 31, 2001 to December 31, 2002. Kelly and/or Archstone is required to extend the security of a cash deposit or letter of credit in the amount of $220,000, and any other applicable security requirements, to December 31, 2002. At the sole discretion of the City, this deadline for accomplishment of certain matters by Kelly and/or Archstone and time for which the City may hold the security to ensure the construction of the affordable units may be extended six (6) months by written approval of the Community Development Director. 7133 Amendment #2 to Kelly Ranch Affordable Housing Agreement Page 3 3. The aggregate number of dwelling units to be constructed within the Kelly Ranch Development has been reduced from 877, as indicated within the original Affordable Housing Agreement entered into on October 5, 1998, to a total of 800 dwelling units, thereby reducing the fifteen percent (15%) affordable housing construction requirement accordingly. The affordable housing units shall be constructed within the project to be developed on Planning Areas D, G and H of the Kelly Ranch Development as indicated within the original affordable housing agreement. 4.All other provisions of the aforementioned agreement entered into on October 5, 1998, by and between City and Kelly and subsequent Addendum No. 1 entered into on February 13, 2001 shall remain in full force and effect. Archstone shall assume all rights and responsibilities set forth within the initial agreement for PTR Development Services, and shall be subject to the provisions of Addedum No. 1 that were applied to Kelly. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. KELLY: KELLY LAND COMPANY, a Delaware corporation:,, BY , Its ARCHSTONE: ARCHSTONE CITY: CITY OF CARLSBAD, a municipal corporation of the State of California Community Development Director APPROVED AS TO FORM: RONALD R. BALL. CITY AlTORNEY (Proper notarial acknowledgment of execution by Kelly and Archstone must be attached. Chairman, corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for 3 1 /30/02 71 34 Amendment #2 to Kelly Ranch Affordable Housing Agreement Page 4 secretary under corporate seal empowering the officer@) signing to bind the corporation.) 4 1130102 71 3S STATE OF CALIFORNIA) U O&, before me 4 ;fl& , personally appeared and 5&& -5&d , personally known to me'(or proved to me on the basis of satisfactory evidence) td be the person(s) whose name(s) isiare subscribed to the within instrument and achow-ledged to me that heisheithey executed the same in hisheritheir authorized capacity (ies), and that by hisheritheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand ad official seal. (SEAL) STATE OF CALIFORNIA) COUNTY OF % , \ ss. 1 U and - , personally known (D ,2002, before me r2, 0x4 , personally appeared to me (or pkvedyJe2he basis of satisfactory evidence) to be the personHwhose nameM is/@ subscribed to the within instrument and acknowledged to me that he/sF/tpy executed the same in his/'I#r/thglr authorized capacity (&), and that by his/h$/tI$ir signature$) on the instrument the perso , or the entity upon behalf of which the person($ acted, executed the instrument. ;ksI WITNESS my hand ad official seal. (SEAL)