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HomeMy WebLinkAboutD-2663 t ~ . .'. TITLE(S) : ... FEE. CODE 20 CODE 19 CODE 9 - This page is part of your document - DO NOT DISCARD r' " 05 054623"1 RECORDED/FILED IN . RECORDER~~~~~~RECORDS LOS ANGELES COUNTY CALIFORNIA 4:01 PM MAR 09 2005 .../ I I _._ _. _ _____ n_~ -'1--- - -. D,T.T i , r------ --I I I I , .- ______..L --1 IFREE LLlI6 --f' - ----. -..---.---- ~ .,. , ! I ' L _ ._ ..J _ _____ .__no___ ~ , , L_~ Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company in black ink. ... Number of AIN's Shown I . , ; . j L.]~J~] THIS FORM NOT TO BE DUPLICATED ... ... 'Y Ctty of Arcadta 240 West Huntington Drive Arcadia, California 91007 Attn: City Manager ) ) ) ) ) ) ) 05 0546231 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: (Space Above Lme Reserved For Use By Recorder) Exempt from Recording Fees - Govt. Code S 2738 CITY OF ARCADIA REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS Golden Duarte, LLC, Senior Citizen Condominium Proiect THIS CITY OF ARCADIA REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the "Regulatory Agreement"), tS dated as of March 1, 2005, for reference purposes only, and is entered mto by and between the CITY OF ARCADIA, a pubhc body corporate and politic (the "City"), and GOLDEN DUARTE, LLC, a California hmited liability company (the "Owner"), with reference to the following recited facts (the "ReCitals"). RECITALS A. Owner plans to construct and operate a thirty-three (33) umt multi-family senior residenttal complex commonly known as the Golden Duarte, LLC, Senior Citizen CondommlUm Project ("ProJect") on that certam real property (the "Site") generally referred to as 1120-1128 W. Duarte Road, and more specifically described in Exhibit "A." B. Owner is willing to enter mto this Regulatory Agreement to assure the City of the operation of the Project for the purpose of increasmg and improvmg the commumty's supply of senior housing. C. The Site is located in the City's Multiple-Famtly Residential land use designation of the General Plan, and is wlthm the R-3 zone. This zone permits twenty-two (22) dwelling units per acre, however, the General Plan allows a maximum density of 30 dwelling units per acre for semor housing projects. The R-3 Regulations require a two car garage plus one guest parking space per dwelling unit, and subterranean parking is not permitted in the R-3 zone. RVPUB\DGW\669677 4 1 ) " , , J 05 0546231 D. Owner has requested modIfications from the R-3 Regulations for the Project in order to permit a density of thirty (30) dwelling units per acre, to allow sixty-eight (68) onsite parking spaces rather than the than ninety-nine (99) spaces as required by the Code, and to permtt a subterranean parking structure for the Project. E. As a conditton to the willingness of the CIty to grant Owner's requested General Plan modificattons, Owner has agreed to develop and maintam the Project as a senior housing proJect, for the use and benefit of Senior Citizens and QualIfying Households as defined herem. To factlItate the same, Owner is willing to enter into certain restrictions upon Ownership and operation ofthe Project which will bind the Project and Owner, its successors and assigns. F, The purpose of this Regulatory Agreement IS to create such easements, condItions, covenants, restrictions, liens, servitudes, and charges upon and subject to which the Project and each and every part and portion thereof shall be occupied, owned, maintained, held, leased, rented, sold, and conveyed. The proVIsions ofthis Regulatory Agreement shall run with each and every portion of the Project and shall inure to and pass with each and every portion thereof and shall apply to and bind any successors-in-interest of Owner. Each of the proviSIOns hereof are imposed upon the Project as mutual and reciprocal equitable servitudes in favor of each and every other portIOn ofthe Proj ect. G, This Regulatory Agreement ensures that the Project increases and improves the supply of senior housing with the City. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND UNDERTAKINGS SET FORTH IN THIS REGULATORY AGREEMENT AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE OWNER AND THE CITY DO HEREBY COVENANT AND AGREE FOR THEMSELVES, THEIR SUCCESSORS AND ASSIGNS, AS FOLLOWS: Section I. Definitions. As used in this Regulatory Agreement, the following words, phrases and terms shall have the meamng as provided in the initial paragraph, Recttals or in this Section I, unless the specific context of usage of a particular word or term may otherwise require: (a) "City" means and refers to the City of Arcadia, California, (b) "Dwelling Unit" means any residential ac~ommodation other than a mobilehome, (c) "HUD" means and refers to the Secretary of the Umted States Department of Housmg and Urban Development. R VPUBIDGW\669677 4 2 L[ 05 0546231 (d) "Owner" means and refers to Golden Duarte, LLC, and each of its successors in ownership, management or control of the Site, the Project or any Dwelling Umt on the Site. (e) "Project" means and refers to a semor citizen condomimum housing project consisting of not more than thirty-three (33) condominium units (each of which is a Dwelling Unit) each reserved for purchase and occupancy by a Qualifying Household and all associated fixtures and equipment and on-sIte and off-sIte improvements reqUIred by the CIty, and utilityproviderrelative to the Proj ecl. (f) "Qualifying Household" means a household composed of one (1) or more persons who is a Senior Citizen and intends to reside in the Dwelling Unit as his or her pnmaryrestdence on a permanent basIs and whose members that are not Senior Citizens, if any, are each a "QualIfied Permanent Resident" as defined in California Civtl Code Section 51.3, as such code section may be amended from tIme to tIme. (g) "Senior Citizen" means a person sixty-two (62) years of age or older. (h) "Site" shall mean that certain real property located within the City of Arcadta, County of Los Angeles, State of CalifornIa, consisting of approximately 1.11 acres ofland (more or less) and more particularly described in the legal descriptIon attached to thtS Regulatory Agreement as Exhibit "A," which is incorporated into this Regulatory Agreement by this reference. (i) "Term" means the period of time beginning on the date of the recordation of this Regulatory Agreement in the official records of the Recorder of the County of Los Angeles, California, and ending on the sixtieth (60th) anniversary of such recording date, Section 2. Acknowledgment of the Owner. The Owner acknowledges that this Regulatory Agreement tmposes certain restrictions on the use and occupancy ofthe Project and the Site during the Term that may result in less than all of the DwellIng Units wIthin the Project or on the Site being sold or rented. ~7 Initials of Owner Section 3. Covenants of the Owner Regarding the Use and Occupancy of the Project. (a) The Owner covenants and agrees to reserve and restnct the Stte for tmprovement, use and residential occupancy by persons and familIes who, at the tIme of tmtial occupancy of a Dwelling Unit on the Site and continuously, thereafter, untIl the end of the Term, are members ofa Qualified Household. (b) Notwithstanding any other covenant or provision of this Regulatory Agreement, tlus Regulatory Agreement expressly permits temporary residency in a DwellIng Unit within the Project RVPUBIDGw\669677 4 3 !) 05 0546231 by guests of any member of the Qualified Household residing m the Dwelling Unit, for not more than ninety (90) days in each calendar year, (c) Notwithstanding any other covenant or provision ofthis Regulatory Agreement, this Regulatory Agreement expressly permits residency in a Dwelling Unit Within the Project by a "Permitted Health Care Resident," as thiS term is defined in Civil Code SectIOn 5U(b )(7), during any period in which such Permitted Health Care Resident tS actually providing live-m, long-term, or hospice health care to a Semor Citizen resident of the Dwelling Umt for compensation. The phrase "for compensation" includes, without limitation, provisions for lodging and food in exchange for health care, (d) Notwithstanding any other covenant or provision ofthis Regulatory Agreement, this Regulatory Agreement expressly permits continued occupancy of a Dwelling Unit by Qualified Permanent Residents, pursuant to Civil Code SectIOn 51.3(e). Section 4. Covenant of Owner Regarding Sale of Dwelling Units on the Site. In the transfer of any Dwelling Unit located on the Site, whether or not within the Project, the Owner for itself, its successors and assigns covenants and agrees that each and every one of the followmg covenants and restnctions, m addition to all other applicable laws, shall apply to such transaction: (a) One (I) or more Semor Citizens or trust estate for which the Semor Citizen(s) is the trustee or beneficiary shall be the record owner(s) of the Dwellmg Unit, except as applies to any transfer of a Dwelling Unit through a probate proceeding or a trust established by a Senior Citizen that was the Owner of such Dwelling Umt, either as an individual or beneficiary of such trust [provided that any future transfer of a Dwelling Unit by such person(s) will be subject to all of the Requirements of this Section 4] ; (b) The Owner shall provide a legible copy of this Regulatory Agreement to each prospective purchaser of any such Dwelling Unit, prior to entenng into a contract for the purchase, sale or other transfer of any such Dwelling Unit; and (c) The instrument transferring any such Dwelling Unit from the Owner to another person shall expressly state that it is subject and subordinate to this Regulatory Agreement and shall incorporate each and every provtSlOn ofthis Regulatory Agreement, either expressly or by reference, Section 5. Covenant ofthe Owner Regarding Owner's Association. The Owner for itself, its successors and assigns covenants and agrees that the interest in the Site or the Project of any homeowner's association, condommmm owner's association, community association or other association shall be subject and subordinate to this Regulatory Agreement and each and every member of such associatIOn shall be either the Owner or a Senior Citizen owner of a Dwelling Unit on the Site or in the Project. RVPUBIDGW\669677 4 4 05 0546231 ~, Section 6. Covenant ofthe Owner Regarding the Rental of Dwelling Units on the Site. The Owner for itself, tts successors and assigns covenants and agrees that, if any Dwelling Units on the Stte are rented or leased dunng the Term, a1\ of the fo1\owing restnctions sha1\ apply: (a) The lease shall be for not less than one six (6) months. (b) The lease sha1\ not contain any of the fo1\owing provisions. (I) An agreement by the Qualifying Household to be sued, to admit guilt or to entry of a Judgment in favor of the Owner in a lawsuit brought m connection with the lease, (2) An agreement by the Qualifying Household that the Owner may take, hold or se1\ personal property of household members, without notice to the Qualifying Household and a court decision on the rights of the parttes, other than an agreement by the Household concerning disposition of personal property remaining in the Dwe1\ing Unit, after the Qualifying Household has moved out of the Dwe1\ing Unit; (3) An agreement by the Qualifying Household not to hold the Owner or its agents lega1\y responsible for any action or failure to act, whether intentional or negligent, (4) An agreement by the Qualifymg Household that the Owner may institute a lawsuit without notice to the Qualifying Household; (5) An agreement by the Qualifying Household that the Owner may eVict the Qualifying Household without instituting a civil court proceedmg in which the Qualifying Household has an opportumty to present a defense, or before a court decision on the rights of the parties; (6) An agreement by the QuahfYtng Household to waive any right to a tnal by JUry; (7) An agreement by the QualifYtng Household to waive the QuahfYtng Household's right to appeal, orto otherwise cha1\enge a court decision in connection With the lease; (8) An agreement by the Qualifying Household to pay attorney's fees or other legal costs, even tf the Qualifying Household wms m a court proceeding by the Owner agamst the Qualifying Household; provided, however, the Quahfying Household may be obhgated ,to pay costs, If the Household loses such a legal action, (c) The Owner sha1\ not terminate the tenancy or refuse to renew the lease of a QualifYtng Household, except for senous or repeated violations of the terms and conditions of the lease; for violation of apphcable Federal, State, or local law; or for other good cause, The Owner sha1\, m connection With a termination of a tenancy or a refusal to renew a lease, serve written notice upon the Qualifymg Household specifying the grounds for the action, at least thirty (30) days before the termmatlOn of the tenancy. RVPUB\DGW\6696774 5 05 0546231 '- (d) Except as may otherwise be required by the re~tal reqUIrements of the Construction Loan Documents and/or the Permanent Loan Documents, as applicable, all of the Dwelling Units in the Project shall be available for occupancy on a continuous basis to Qualifying Households. The Owner shall not give preference to any particular class or group of persons in renting the Dwelling Units. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual onentation, marital status, national ongm, or ancestry m the sale, leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Dwelling Umt on the Site. Neither the Owner nor any person claiming under or through the Owner, shall establish or permit any such practice or practices of discnmination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub lessees, subtenants, or vendees of any Dwelling Umt on the Site, or in connection with the employment of persons for the operation and management of the Project or the Site, All deeds, leases or contracts made or entered mto by Owner as to Dwelling Units of the Site, the Project or the Site Agreement, shall contain covenants prohibiting discrimination, as prescribed by this Regulatory Agreement. The Owner shall mclude a statement in all advertisements, notices and signs for the availabihty of Dwelling Units for sale or rent to the effect that owner is an Equal Housing Opportunity Provider. Section 7. Covenant of Owner Regarding Maintenance of Records. Records shall be established and mamtamed by the Owner relating to the sale, transfer, use and occupancy of Dwellmg Units on the Site, the Project and the Site, as authorized and restricted in this Regulatory Agreement. The Owner shall be responSible for estabhshing and maintaining such records throughout the Term, and the Owner shall provide the City with copies. of such records withm thirty (30) days of written request by the City. Section 8. Maintenance of the Project. The Owner, for itself, its successors and assigns, covenants and agrees that: (a) The extenor areas of the Project that are subject to public view (e,g.: all Improvements, pavmg, walkways, landscaping, and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted, In the event that at any time dunng the Term, there is an occurrence of an adverse condition on any area ofthe Project that is subject to pubhc view in contravention ofthe general maintenance standard described above (a "Maintenance Deficiency"), then the City shall notifY the Owner in writmg of the Maintenance Deficiency and give the Owner thirty (30) days from the date of such notice to cure the Maintenance Deficiency as identified in the notice. The words "Maintenance Deficiency" include, Without limitation, the following inadequate or non-conforming property mamtenance conditions and/or breaches ofresidential property use restrictions: (1) failure to properly maintain the windows, structural elements, and painted exterior surface areas of Dwelling Units on the Site in a clean and presentable manner; RVPUBIDGW\6696774 6 05 0546231 'b (2) failure to keep the common areas of the Project free of accumulated debris, appliances, inoperable motor vehicles or motor vehicle parts, or free of storage oflumber, budding materials or eqUIpment not regularly In use on the Site; (3) failure to regularly maintain, replace and renew the landscaping In a reasonable condition, free of weed and debris; (4) parkmg of any commercial motor vehicle in excess of 7,000 pounds gross weight anywhere on the Site; (5) the use of garage areas on the Site for purposes other than the parking of motor vehicles and the storage of personal possessions and mechanical equipment of persons residing m Dwellmg Units on the Site. (b) In the event the Owner fails to cure or commence to cure the Maintenance Deficiency withm the time allowed, the City may thereafter conduct a public heanng following transmittal of written notice to the Owner ten (10) days prior to the scheduled date of such public hearing in order to verify whether a Maintenance Deficiency eXists and whether the Owner has failed to comply with the proviSIOns ofSectJon 8(a). If, upon the conclusion of a public heanng, the City makes a finding that a Mamtenance DefiCiency exists and that there appears to be non-comphance with the general maintenance standard, of Section 8(a), thereafter, the City shall have the right to enter Site and the Proj ect (exterior areas only) and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or equity that the City may then have to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Mamtenance Deficiency as authorized by this Section 8(b) shall become a hen on the Site. If the amount of the lien tS not paid within thirty (30) days after written demand for payment by the Ctty to the Owner, the City shall have the right to enforce the lien m the manner as provided in Section 8(d). (c) Graffiti that is vtsible from any public right-of-way adjacent or contiguous to the Site shall be removed by the Owner from any extenor surface of a structure or improvement on the Site by either paintmg over the evidence of such vandahsm wtth a paint that has been color-matched to the surface on which the pamt is applied, or graffiti may be removed wtth solvents, detergents or water as appropriate, In the event that graffiti is placed on the Project (extenor areas only) and such graffitJ is visible from an adjacent or contiguous public right-of-way and thereafter such graffiti IS not removed wtthin 72 hours following the time of its applicatIOn; then m such event and without notice to the Owner, the City shall have the right to enter the Site and remove the graffiti. Notwithstanding any provision ofSectJon 8( c) to the contrary, any sum expended by the City for the removal of graffiti from the Project as authorized by this Section 8( c) shall become a hen on the Project. If the amount of the lien is not paid Within thirty (30) days after written demand for payment by the City to the Owner, the City shall have the nght to enforce its lien in the manner as provided in SectJon 8( d), RVPUBIDGW\6696774 7 05 0546231 t (d) The Stte nghts conferred upon the City under this Section 8 expressly include the power to establish and enforce a hen or other encumbrance against the Site In the manner provtded under Clvtl Code Sections 2924, 2924b and 2924c in the amount as reasonably necessary to restore the Site to the maintenance standard reqUIred under Section 8(a) or SectIOn 8( c), Including attorneys fees and costs of the City associated wIth the abatement ofthe Maintenance DeficIency or removal of graffiti and the collection of the costs of the City in connection with such action. In any legal proceedIng for enforCIng such a lien agaInst the SIte, the prevatling party shall be entitled to recover its attorneys' fees and costs of suit. The provisions of this Section 8shall be a covenant running with the land for the Term and shall be enforceable by the City In Its dIscretion, cumulative wIth any other rights or powers granted to the Ctty under apphcable law. Nothing in the foregOIng provisions of this Section 8 shall be deemed to preclude the Owner from making any alteraltons, addiltons, or other changes to any structure or improvement or landscaping on the Site, provided that such changes comply with the zoning and development regulations of the City and other applicable law, Section 9. No City Responsibility for Project, The City shall have no responsibility for the constructIOn, installation, management, operation or maintenance ofthe ProJ ect or the development or maintenance of the Site. Section 10. Covenant to Pay Property Taxes Regarding the Site. The Owner covenants and agrees that unless othelWise consented to in wnting by the City, in the event the SIte, a person or any portion of the Site, or any Dwelling Unit on the Site is used or occupied by a person or entity that is partially or wholly exempt from the payment of ad valorem property taxes, then In such event the Owner shall pay the City a fee in heu of payment of property taxes each year thereafter in an amount determIned by the City to be one percent (I %) ofthe full cash value ofthe Site portion ofthe Site or Dwelhng Unit on the Site that is subject to such exemplton Section 11. Covenants to Run With the Land. The Owner and the City hereby declare their specific intent that the covenants, reservations and restrictions set forth in this Regulatory Agreement are part of a plan for the promotion and preservation of Senior Citizen housing within the tern tonal jurisdiction of the Ctty and that each shall be deemed covenants running with the land and shall pass to and be binding upon the Site and each Dwelling Unit on the Site and each successor-in-interest of the Owner in the Site for the Term. The Owner hereby expressly assumes the duty and obligation to perform each ofthe covenants and to honor each ofthe reservations and restnctions set forth in this Regulatory Agreement. Each and every contract, deed or other instrument hereafter executed covering or conveying the Stte or the Project or any interest in the Site or the Project or any Dwelling Unit on the Si,te or in the Project shall incorporate all of the provisions of this Regulatory Agreement, either expressly or by reference, and any contract, deed or other instrument transfernng such interest shall conclusively be deemed to have been executed, delivered and accepted subject to the covenants, reservations, and restrictions of thIs Regulatory Agreement, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument. Section 12. Burden and Benefit. The Ctty and the Owner hereby declare their understanding and intent that the burden of the covenants, reservatIOns and restnctlOns set forth In this Regulatory RVPUBlDGWl6696774 8 05 0546231 lP Agreement touch and concern the land of the Site. The City and the Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land of the Site by enhancing and increasing the enjoyment and use ofthe Site by the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the Senior Citizen housmg goals and objectives of the City. Section 13. Events of Default. The occurrence of any of the following events shall constitute a material breach ofthis Regulatory Agreement by the Owner and, tf not corrected, cured or remedted in the time period set forth in Section 14, shall constitute an "Event of Default": (a) failure of the Owner or any person under its direction or control to comply with or perform when due any material term, obhgation, covenant or condttion contained m thts Regulatory Agreement; and (b) any warranty, representation or statement made or furnished to the City by the Owner under tills Regulatory Agreement, express or implied, is false or misleading in any material respect either now or at the time made or furnished. Section 14. Notice of Default. Followmg notice to the City of the occurrence of an Event of Default, the City shall give written notice of default to the Owner in accordance with Section 17, stating that such notice is a "Notice of Default", specifying the default complained of by the City and requinng the default to be remedied within thirty (30) days of the date of the NotIce of Default. Except as required to protect against further material damage, the City may not institute legal proceedmgs against the Owner regarding any Event of Default until thirty (30) days after giving the notice provided for in this Section 14. Fatlure or delay m glvmg notice shall not constitute a waiver of any default, nor shall it change the tIme of occurrence of the default. Section 15. Inaction Not a Waiver of Default. Any faIlure or delays by the City in asserting any of its rights and remedIes as to any default shall not operate as a waiver of any default or of any such rights or remedies, Delays by the Ctty in assertmg any of its nghts and remedies shall not deprive the City of its right to institute and maintain any actIons or proceedmgs which It may deem necessary to protect, assert or enforce any such nghts or remedIes. Section 16. Remedies. Upon the occurrence of an Event of Default, the City shall, in addition to the remedial provisions of Section 8 relatmg to a Mamtenance Deficiency at the Site, be entitled to seek any appropnate remedy or damages by initiating legal proceedmgs as follows: (a) by mandamus or other SUIt, action or proceeding at law or in equity, to require the Owner to perform its obligations and covenants under this Regulatory Agreement, or enjoin any acts or things which may be unlawful or m violatIon of the nghts of the Ctty under thts Regulatory Agreement; or RVPUBIDGw\669677 4 9 05 0546231 Ii (b) by other action at law or in equity as necessary or convenient to enforce the obligations, covenants and agreements of the Owner to the City pursuant to thIs Regulatory Agreement. Section 17. Rights and Remedies are Cumulative. The rights and remedies of the City under thIs Regulatory Agreement are cumulative and the exercIse by the City of one or more of such nghts or remedtes shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the Owner under this Regulatory Agreement. Section 18. Enforcement. Only the City shall have the power to enforce this Regulatory Agreement and no other person or entity shall have any right or power to enforce any provision of thIs Regulatory Agreement on behalf of the City or to compel the City to enforce any provision of thts Regulatory Agreement against the Owner, the Project, the Site or any Dwelling Unit on the SIte. Section 19. Termination. Any provisio~ or section of this Regulatory Agreement may be termInated upon written agreement between the City and the Owner, tf the City in its reasonable discretion determines that such a termination will not adversely affect the Semor CitIzen gousing goals of the Ctty Section 20. Conflict of Interest. No member, official or employee of the CIty having any conflict of interest, direct or indirect, related to this Regulatory Agreement or the development ofthe Site or the Project shall participate in any decision relating to thts Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest. Section 21. Warranty Against Payment of Consideration for Agreement. The Owner warrants that It has not patd or gIven, and will not payor give, any third party any money or other consideration for obtaining this Regulatory Agreement. Third partIes, for the purposes of thIS SectIOn 21, shall not Include persons to .whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Owner. Section 22. Non-liability of City Officials or Employees. No member, official or employee of the City shall be personally liable to the Owner, or any successor in interest, in the event of any default or breach by the City under this Regulatory Agreement or on any obligations under the terms of this Regulatory Agreement. Section 23. Governing Law. This Regulatory Agreement shall be governed by the laws of the State ofCalifornta. Section 24. Amendment. This Regulatory Agreement may be amended after its recordation only by a written instrument executed by both the Owner and the Ctty. Section 25. Attorney's Fees. In the event that a party brings an actIOn to enforce any condition or covenant, or restrictIOn set forth in this Regulatory Agreement or otherwise ariSIng out of thIS RVPUBlDGw\6696774 10 05 0546231 l'V Regulatory Agreement, the prevailing party in such action shall be entitled to recover from the other party reasonable attorneys' fees to be fixed by the court in which ajudgment is entered, as well as the costs of such suit. For the purposes of this Section 25, the words "reasonable attorneys' fees" in the case of the CIty, mclude the salanes, costs and overhead ofthe lawyers employed in the Office ofthe CIty Attorney of the City of ArcadIa who provIde legal counsel to the City in such an action, as allocated on an hourly basis. Section 26. Severability. If any provisIOn ofthis Regulatory Agreement shall be declared invalid, inoperattve or unenforceable by a final judgment or decree of a court of competentJunsdiction such invalidity or unenforceabIitty of such provision shall not affect the remaining provtstons of this Regulatory Agreement, which are hereby declared by the CIty and the Owner to be severable from any other provision that is found by a court to be invalid or unenforceable. Section 27. Time is of the Essence. For each provtsion ofthts Regulatory Agreement statmg a spectfic amount of time within which the requirements of this Regulatory Agreement are to be satisfied, time shall be deemed to be of the essence. Section 28. Titles and Headings for Reference Only. The titles and headings of the sections of this Regulatory Agreement have been inserted for convenience ofreference only and are not to be considered a part of this Regulatory Agreement and shall not m any way modtfy or restnct the meaning of any of the terms or provisions of thts Regulatory Agreement. Section 29. Notices, (a) Any notice reqUIred to be given under this Regulatory Agreement shall be given by the City or by the Owner, as applicable, by personal dehvery or by First Class United States Mail at the addresses spectfied below or at such other address as may be specified m writmg by the City or the Owner, respectively: If to the City: City of Arcadia 240 West Huntmgton Drive Arcadia, California 91007 Attn' City Manager If to the Owner: Golden Duarte, LLC 23341 Golden Springs Drive, Suite 200 Diamond Bar, Cahfornia 91765 Attn: Andy Zhang (b) Notice shall be deemed given five (5) calendar days after the date ofmaihng or, tf personally delivered, when received or dehvery rejected. RVPUBIOGW\669677 4 11 05 0546231 J' Section 30. Binding on Successors and Assigns. This Regulatory Agreement shall be bmding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. Section 31. Entire Agreement. (a) This Regulatory Agreement may be executed in duplicate originals each of which shall be deemed to be an onginal and all of whtch together shall' constitute one and the same mstrument. This Regulatory Agreement includes 15 pages and I attachment, that constitute the entire understanding and agreement of the Parties. (b) Thts Regulatory Agreement mtegrates all of the terms and conditions mentIOned m this Regulatory Agreement or mCldental to this Regulatory Agreement, and supersedes all negotiations or prevIOus agreements between the PartIes wIth respect to all or any portion ofthe Site or the ProJ ect. (c) None of the terms, covenants, agreements or conditions set forth in this Regulatory Agreement shall be deemed to be merged with any deed conveying title to any interest in the Site. (d) All waivers of the provisions of this Regulatory Agreement and all amendments to this Regulatory Agreement must be m wnting and SIgned by the authonzed representatIve(s) ofthe City. RVPUBIDGW\6696774 12 05 0546231 IL IN WITNESS WHEREOF, the Owner and the City have caused this Regulatory Agreement to be signed, acknowledged and attested on their behalfby their duly authonzed representatives, as set forth below: OWNER GOLDEN DUARTE, LLC, a limitedliabilitycompany By: c:-~f:~ ~ htle / By, title CITY CITY OF ARCADIA, a public body corporate and politic By: ~ ~M City Manager [NOTARY JURAT ATTACHED] ::'"VLA .~D4t YCity Clerk Approved as to Form: BY:~P. I~ Ctty Attorney City of Arcadia RVPUBIDGW\6696774 13 }~ 05 0546231 EXHIBIT "A" Legal Description of the Site Parcell: The west 80 feet of the east 315 feet of Lot 1 in Block "C" of the Santa Anita Land Company's Tract, in the City of Arcadia, County of Los Angeles, State of Cahfornia, as per Map recorded in Book 6, Page 137 of Maps, in the office of the County Recorder of said County. Parcel 2: The westerly 70 feet of the easterly 385 feet of Lot 1, Block "C" of Santa Anita Land company's Tract, Rancho San Francisqmto, in the City of Arcadia, County of Los Angeles, State ofCahfornta, as per Map recorded in Book 6, Page 137 of Maps, in the office of the County Recorder of said County. RVPUBlDGWl669677 4 05 0546231 f,qJ STATE OF CALIFORNIA ) ) ss, ) COUNTY OF LOS ANGELES On /l!"'J... 7 , 2005 before me, ';ItA -c.Ht-<".,.,J c1-fe-~ Notary Public, personally appeared (; , personally known to me to be the pe~(s) whose name(s' e subscribed to the within Instrument and aCknOWle~~f1e th~he/they executed the same I@er/thetrauthorizedcapacity(ies), and that @.!let/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the tln(s) acted, executed the instrument. Notary Public Yll-CHUAN CHEN ,. COMM. . 1495244 .. NOTAR'f PUBUc.cAUFORNIAGl LOS ANGELES COUNTY 0 COMM. EXP. JUNE 23, 200l!" WITNESS my hand and official seaL /'