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HomeMy WebLinkAboutA7196 - Community Housing Opportunities Corp (CHOC)CONTRACT ABSTRACT Contract Company Name: Community Housing Opportunities Corporation (CHOC) Company Contact: Vincent Nicholas Summary of Services: 1. Assignment of Work Product; 2. Amendment No. 1 to Disposition and Development Agreement — Extension of Outside Closing Date 3. Predevelopment Promissory Note for $900,000 Contract Price: n/a Funding Source: n/a Contract Term: Earlier of date of recording of C of O or December 31, 2023 Contract Administration Lead Department: Community & Economic Development Contract Administrator: Diana Shay Contract Approvals Council/ Community Redevelopment Agency Approval Date: Minute Order/ Resolution Number: Agreement No: Contract Compliance Exhibits: Included Signatures: Included Insurance: Included Bonds: n/a February 6, 2019 (Item 2a) Res NO. A7196 Contract prepared by: Community & Economic Development Department Submitted on: 5-24-21 By: Diana Shay COMMHOU-07 PCARLOCK ,a►CORO CERTIFICATE OF LIABILITY INSURANCE `-►'' DATE 5/111202111/2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 C NTACT Pam Carlock NR HUB International Insurance Services Inc. 548 W Cromwell Avenue Suite 101 PHONE FAX AIC, No, Ext : A/C, No): nI oRlE ss: pam.carlock@hubinternational.com Fresno, CA 93711 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Everest National Insurance Company 10120 INSURERC: Community Housing Opportunities Corporation INSURER D: 5030 Business Center Dr. Suite 260 Fairfield, CA 94534 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRA TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE rX] OCCUR X PHPK2195255 10/15/2020 10/15/2021 EACH OCCURRENCE $ 1,000,000 DAMAPREMSETORENT ante $ 1,000,000 MED EXP (Any oneperson) $ 20,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X PRO- POLICY JECT LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG 2,000,000 $ No Deductible $ AUTOMOBILE LIABILITY ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NUT16(rED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ $ A X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE PHUB742764 10/15/2020 10/15/2021 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED I X I RETENTION $ 10,000 B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY OFFICER/MEMBER EXCLUDED? ECUTIVE ❑ (Mandatory In NH) f yes, describe under DESCRIPTION OF OPERATIONS below N / A CA10001591-201 8/1/2020 8/1/2021 PER OTH- X TAT TE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Monarch Apartments at 3130 N. Indian Canyon Drive, Palm Springs, CA 92662, APN #501-031-028. City of Palm Springs and their officials, employees and agents. Al Endorsement attached: CG 20 26 0413. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs tyACCORDANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN WITH THE POLICY PROVISIONS. Attn: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 AUTHORIZED REPRESENTATIVE DR " ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PHPK2195255 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations(s): City of Palm Springs and their officials, employees and agents. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ACORO® CERTIFICATE OF LIABILITY INSURANCE `.� DATE(MMIDDIYYYY) 05/06/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Michael Miller Insurance 817 Mission Avenue CONTACT NAME: Admin PHONEExtll 415 54-0100 AC No; (415 54 �311 E-MAIL admin@michasimillerinsurance.com ADDRESS: S: San Rafael, CA 94901 INSURERS AFFORDING COVERAGE NAIC a License #• 0541868 INSURER A: Farmers Insurance Group INSURED INSURERB: Navigators Speclafty Insurance Company Community Housing Opportunities Corporation INSURERC: James River Insurance Company 5030 Business Center Dr #260 INSURERD: Fairfield, CA 94534 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 0000153539SR26 REVISION NUMRFR! 21 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IL SR TR TYPE OF INSURANCE ADDL SUB POLICY NUMBER PO4CY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE T RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ GEN'L POLICY JETF7 LOC PRODUCTS-COMP/OPAGG $ $ OTHER: A AUTOMOBILE IA LIABILITY Y 60514-25-13 10/15/2020 10/15/2021 COMBINED SINGLE OMIT Ea accident $ 1.000.000 BODILY INJURY (Per person) $ ANY AUTO X OWNED SCHEDULED AUTOS ONLY X AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ B X UMBRELLA LIAB X OCCUR Y SF20EXCZOOJC91 C 10/15/2020 10/15/2021 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 EXCESS LIAR CLAIMS -MADE DED I X I RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE I OFFICERIMEMBER EXCLUDED? N / A I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ C Hired/Non-Owned Auto Y CA4360093802 10/15/2020 10/15/2021 Per Occurrence 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Policies have a 10 day notice of cancellation for non-payment of premium and 30 days for all other reasons. City of Palm Springs and their officials, employees and agents are additional insureds in respects to the agreements involving Monarch Apartments located at 3130 N. Indian Canyon Drive, Palm Springs, CA 92662, APN #501-031-028. CERTIFICATE HOLDER CANCFLI ATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: City Manager ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Tahquitz Canyon Way AUTHORIZED SENTATIVE Palm Springs, CA 92263 ADM ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by ADM on May 06, 2021 at 01:51 PM ASSIGNMENT OF WORK PRODUCT (Monarch Apartments) This Assignment of Work Product (the "Assi ent") is entered into as May _, 2021 (the "Effective Date") , by and between the City of Palm Springs, a California charter city and municipal corporation acting in its capacity as Housing Successor Agency to the Redevelopment Agency of the City of Palm Springs (the "City"), and Community Housing Opportunities Corporation, a California nonprofit public benefit corporation (the "Assignor"), (individually a "Party" and collectively, the "Parties"), with reference to the following facts: RECITALS A. Pursuant to the terms of that certain Predevelopment, Construction and Permanent Loan Agreement dated the same date as the Effective Date of this Assignment, by and between the Assignor and the City (the "Loan Agreement"), the Assignor desires to assign to the City, and the City desires to accept from the Assignor, the assignment of the Assignor's right, title, and interest in and under those agreements, contracts and other work product described below and incurred by the Assignor in connection with the Project, as defined in the Loan Agreement. B. The consents to such assignments by the third parties under contract pursuant to the work product contracts with the Assignor are attached to this Assignment as Schedules 1, 2, and 3, (the "Consents"). NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the Parties and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties mutually agree as follows: TERMS 1. Assignment by Assi nor. Pursuant to Section 2.3 of the Loan Agreement, The Assignor assigns and delegates to the City, and the City accepts from the Assignor, all of the Assignor's right, title, and interest in and obligations under the following items paid from the Predevelopment Portion of the City Loan: (a) all architectural designs, construction, engineering and consulting contracts, including any and all amendments, modifications, supplements, addenda and general conditions (collectively, the "Project Agreements") previously or later entered into by the Assignor and any Contractor (as defined below) pertaining to the development of the Project; (b) all plans and specifications, shop drawings, working drawings, reports, studies, amendments, modifications, changes, supplements, general conditions, addenda and work product (collectively, the "Reports, Plans and Specifications") previously or later prepared by the Assignor or any Contractor pertaining to the development of the Project; 567\01 \2521701.2 (c) all land use approvals, conditional use permits, building permits and other governmental entitlements and approvals of any nature obtained for the Project (collectively, the "Government Approvals"); and (d) all financing or other applications and all other tangible documents, except those of a proprietary or confidential nature pertaining to the development of the Project ("General Documents"). For purposes of this Assignment, the term "Contractor" means any architect, contractor, engineer, consultant or other person or entity entering into Project Agreements with the Assignor (other than attorney agreements for the provision of legal services) and/or preparing Reports, Plans and Specifications or other documents for the Assignor with respect to the Project. Such Project Agreements, Reports, Plans and Specifications, Government Approvals, and General Documents, will be collectively referred to in this Assignment as the "Collateral Documents". It is intended that all Collateral Documents paid for with the Predevelopment Portion of the City Loan, whenever produced, be assigned through this Assignment to the City as security for the City Loan, and the applicable Consents executed. The Collateral Documents which the City has paid for with the Predevelopment Portion of the City Loan are set forth in Schedules 1, 2, and 3 attached to this Assignment. 2. Consents. The Assignor has obtained and delivered to the City, such consents to the assignment of Collateral Documents in the form attached as Schedules 1, 2, and 3. This Assignment and any consents to this Assignment will not relieve the Assignor of the Assignor's obligations under the Collateral Documents. 3. Purpose. This Assignment is made to secure: (i) payment to the City of all sums owing under the Predevelopment Component Note, dated the same date as the Effective Date of this Assignment and made by the Assignor to the order of the City, and any and all additional advances, modifications, extensions, renewals, and amendments of the Predevelopment Component Note; and (ii) payment and performance by the Assignor of all the Assignor's obligations under the Loan Agreement. The Parties acknowledge that Section 2.7 of the Loan Agreement provides for Forgiveness of the Predevelopment Component Note in certain circumstances. 4. No Assumption of Obligations. The Assignor agrees that the City does not assume any of the Assignor's obligations or duties under any Collateral Documents, including, but not limited to, the obligation to pay for the preparation of any Collateral Documents. The City will not be responsible for any default, liability or obligation of the Assignor under the Collateral Document occurring prior to the time the City exercises the City's rights under this Assignment. For purposes of clarity, Assignor shall at all times remain liable for the payment of the preparation of any Collateral Documents assigned to City hereunder. Notwithstanding the foregoing, if, following assignment of the Collateral Documents to the City, City requires or requests additional scope of work, studies, or actions by the Contractors on the Collateral Documents, the costs of said additional scope of work shall be a City obligation. 5. Attorney -In -Fact. The Assignor irrevocably appoints the City as the Assignor's attorney -in -fact, which power is coupled with an interest, so that the City will have the right to 2 567\01\2521701.2 demand, receive, and enforce any and all of the Assignor's rights with respect to the Collateral Documents, and to perform any and all acts in the name of the Assignor or in the name of the City with the same force and effect as if performed by the Assignor in the absence of this Assignment, upon the occurrence of: (i) an Event of Default under the Loan Agreement by the Assignor (after notice and opportunity to cure) or an event which, with notice or the passage of time or both, would constitute an Event of Default under the Loan Agreement, or (ii) any termination of the Loan Agreement. Until such occurrences, the Assignor will be entitled to exercise all rights pertaining to the Collateral Documents. 6. Representations and Warranties. The Assignor represents and warrants to the City that: (i) no previous assignment(s) of the Assignor's right or interest in or to the Collateral Documents has or have been made; (ii) the Assignor has done no act nor omitted to do any act that might prevent the City from exercising any of the rights, powers and privileges conferred by the Collateral Documents; and (iii) the copy of each Collateral Document provided by the Assignor to the City is the complete and entire agreement between the parties to those Collateral Documents in all material respects. 7. Governing Law. This Assignment is governed by the laws of the State of California, except to the extent that federal law preempts the laws of the State of California. The Assignor consents to the jurisdiction of any federal or state court within the State of California having proper venue for the filing and maintenance of any action arising under this Assignment and agrees that the prevailing party in any such action will be entitled, in addition to any other recovery, to reasonable attorneys' fees and costs. 8. Binding Upon Successors and Assigns. This Assignment is binding upon and will inure to the benefit of the heirs, legal representatives, successors -in -interest, and assigns of the Assignor and the City; provided, however, this Section 8 may not be construed and is not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation, or encumbrance by the Assignor contained in the Loan Agreement. 9. Remedies. In the event of the Assignor's default under this Assignment, the City may exercise all or any one or more of the City's rights and remedies available under this Assignment, at law or in equity. Such rights and remedies will be cumulative and concurrent, and may be enforced separately, successively or together, and the exercise of any particular right or remedy will not in any way prevent the City from exercising any other right or remedy available to the City. 10. Capitalized Terms. Capitalized terms used but not defined in this Assignment have the meanings set forth in the Loan Agreement. 11. Headings. Section headings contained in this Assignment are inserted as a matter of convenience and for ease of reference only and will be disregarded for all other purposes, including the construction or enforcement of this Assignment or any of the provisions of this Assignment. OT11T17MMIG RA 12. No Agency or Partnership. Nothing contained in this Assignment will constitute the City as a joint venturer, partner or agent of the Assignor, or render the City liable for any debts, obligations, acts, omissions, representations or contracts of the Assignor. 13. Further Assurances. The Assignor will at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action that may be reasonably necessary or desirable, or that the City may reasonably request, in order to protect any right or interest granted by this Assignment or to enable the City to exercise and enforce the City's rights and remedies under this Assignment. 14. Termination. This Assignment will terminate, and the security of the City under this Assignment will be released upon the earlier of the Assignor's repayment in full of the City Loan or after termination of the Loan Agreement. 15. Counterparts. This Assignment may be executed in counterparts by the Parties, each of which will be deemed to be an original, and all such counterparts will constitute one and the same instrument. 4 567\01 \2521701.2 IN WITNESS WHEREOF, the Parties have duly executed this Assignment by their duly authorized signatories effective as of the Effective Date. APPROVED AS TO FORM AND CITY: LEGALITY: APMOVED BY CRY COUNVCL 71,7co Signature Page Collateral Assignment 567\01\2521701.2 CITY OF PALM SPRINGS, a charter city and municipal corporation By: )YC& � ASSIGNOR: 013 COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation By: nuela Silva, CEO s SCHEDULE 1 k CONSENT Interactive Design Corporation, a California Corporation (the "Contractor") consents to the foregoing Assignment, of which this Consent is a part, and acknowledges that at present there exist no unpaid claims presently due to the Contractor, except as disclosed to the City, arising out of the preparation and delivery to the Assignor of the Collateral Documents for which the Contractor is responsible and/or the performance of the Contractor's obligations under any Project Agreement. The Contractor agrees that if, at any time, the City, pursuant to the City's rights under the Loan Agreement, elects to undertake or cause the completion of any of the Predevelopment Component activities for the Project, and gives the Contractor written notice of such election; then, so long as the Contractor has received, receives, or continues to receive the compensation called for under the applicable Project Agreement, the City may, at the City's option, use and rely on the Collateral Documents for the purposes for which the Collateral Documents were prepared, and the Contractor will continue to perform the Contractor's obligations under the applicable Project Agreement for the benefit and account of the City in the same manner as if performed for the benefit or account of the Assignor in the absence of this Assignment. The Contractor further agrees that, in the event of a breach by the Assignor of the applicable Project Agreement, or any agreement entered into with the Contractor in connection with the Collateral Documents, so long as the Assignor's interest in the applicable Project Agreement and Collateral Documents is assigned to the City, the Contractor will give written notice to the City. The City will have thirty (30) days from the receipt of such written notice of default to remedy or cure said default; provided, however, nothing in this Consent will require the City to cure said default or to undertake completion of the Predevelopment Activities. The Contractor warrants and represents that the Contractor has no knowledge of any prior assignment(s) of any interest in either the applicable Project Agreement or the Collateral Documents. Except as otherwise defined in this Consent, the terms used in this Consent will have the meanings given them in the foregoing Assignment or the Loan Agreement, as applicable. Execution date: M1 , 2021 Title of Contract: By: Architectural Concept and Schematic Design Name: B 101 Its: Date of Contract: 9/24/2018-MT 567\01\2521701.2 ("", "i 1-� Maria Lg Principal SCHEDULE2 CONSENT HKIT Architects, a California Corporation (the "Contractor") consents to the foregoing Assignment, of which this Consent is a part, and acknowledges that at present there exist no unpaid claims presently due to the Contractor, except as disclosed to the City, arising out of the preparation and delivery to the Assignor of the Collateral Documents for which the Contractor is responsible and/or the performance of the Contractor's obligations under any Project Agreement. The Contractor agrees that if, at any time, the City, pursuant to the City's rights under the Loan Agreement, elects to undertake or cause the completion of any of the Predevelopment Component activities for the Project, and gives the Contractor written notice of such election; then, so long as the Contractor has received, receives, or continues to receive the compensation called for under the applicable Project Agreement, the City may, at the City's option, use and rely on the Collateral Documents for the purposes for which the Collateral Documents were prepared, and the Contractor will continue to perform the Contractor's obligations under the applicable Project Agreement for the benefit and account of the City in the same manner as if performed for the benefit or account of the Assignor in the absence of this Assignment. The Contractor further agrees that, in the event of a breach by the Assignor of the applicable Project Agreement, or any agreement entered into with the Contractor in connection with the Collateral Documents, so long as the Assignor's interest in the applicable Project Agreement and Collateral Documents is assigned to the City, the Contractor will give written notice to the City. The City will have thirty (30) days from the receipt of such written notice of default to remedy or cure said default; provided, however, nothing in this Consent will require the City to cure said default or to undertake completion of the Predevelopment Activities. The Contractor warrants and represents that the Contractor has no knowledge of any prior assignment(s) of any interest in either the applicable Project Agreement or the Collateral Documents. Except as otherwise defined in this Consent, the terms used in this Consent will have the meanings given them in the foregoing Assignment or the Loan Agreement, as applicable. Execution date: May 12, 2021 Title of Contract: Architectural Design Development and Construction Documents B 101 Date of Contract: April 12, 2021 567\01\2521701.2 By: �r Name: John Frando Its: Principal SCHEDULE 3 CONSENT MSA Consulting, Inc_, a California Corporation (the "Contractor") consents to the foregoing Assignment, of which this Consent is a part, and acknowledges that at present there exist no unpaid claims presently due to the Contractor, except as disclosed to The City, arising out of the preparation and delivery to the Assignor of the Collateral Documents for which the Contractor is responsible and/or the performance of the Contractoes obligations under any Project Agreement_ The Contractor agrees that if, at any time, the City, piusuant to the City's rights wider the Loan Agreement, elects to undertake or cause the completion of any of the Predevelopment Component activities for the Project, and gives the Contractor written notice of such election; then, so long as the Contractor has received, receives, or continues to receive the compensation called for under the applicable Project Agreement, the City may, at the City's option, use and rely on the Collateral Documents for the pin -poses for which the Collateral Documents were prepared, and the Contractor will continue to perform the Contractor's obligations under the applicable Project Agreement for the benefit and account of the City in the same manner as if performed for the benefit or account of the Assignor in the absence of this Assignment. The Contractor further agrees that, in the event of a breach by the Assignor of the applicable Project Agreement, or any agreement entered into with the Contractor in connection with the Collateral Documents, so long as the Assignor's interest in the applicable Project Agreement and Collateral Documents is assigned to the City, the Contractor will give written notice to the City_ The City will have thirty (30) days from the receipt of such written notice of default to remedy or cure said default; provided, however, nothing in this Consent will require the City to cure said default or to undertake completion of the Predevelopment Activities. The Contractor warrants and represents that the Contractor has no knowledge of any prior assignment(s) of any interest in either the applicable Project Agreement or the Collateral Documents_ Except as otherwise defined in this Consent, the terms used in this Consent will have the meanings given them in the foregoing Assignment or the Loan Agreement, as applicable. Execution date: May 1 2.2021 Title of Contract: By: Civil Engineering, Utility, Grading and Survey Name: Kilian A_ De La Torre Signed Proposal Its: President Date of Contract: May 11 , M=f=2021 10/3/2018 and all change orders 567*11-352 3612 PREDEVELOPMENT COMPONENT PROMISSORY NOTE Principal Amount: $900,000 Palm Springs, California Date of Note: , 20 2-f FOR VALUE RECEIVED, the undersigned COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation ("Borrower"), whose address is Green Valley Executive Center 5030 Business Center Drive, Suite 260, Fairfield, CA 94534, hereby promises to pay to the order of the CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Lender"), the principal sum of Nine Hundred Thousand and no/100 Dollars ($900,000) ("Loan"), pursuant to the Loan Agreement (as defined below), at 3200 East Tahquitz Canyon Way, Palm Springs, CA 92262, or at such other place as Lender may designate to Borrower in writing. 1. Borrower's Obligation; Reference to Agreement. This Predevelopment Component promissory note ("Note") evidences Borrower's obligation to pay Lender pursuant to that certain Predevelopment, Construction, and Permanent Loan Agreement, dated tINPIZiL, 4 , 2019, by and between Borrower and Lender (the "Loan Agreement"), the principal amount of the Loan for the funds loaned to Borrower by Lender for funding or reimbursing Borrower's predevelopment expenses with respect to the Project. In the event of any conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall control. All words, terms or phrases indicated to be defined words, terms or phrases by initial capitalization in this Note that are not specifically defined in this Note shall have the meaning given to the word, term or phrases in the Loan Agreement. 2. Loan Disbursement. Lender shall disburse the Loan to Borrower in accordance with the Loan Agreement. Interest. 3.1 Subject to the provisions of Section 3.2, below, so long as there is no default under the Loan Agreement, this Note, the Deed of Trust, or the Regulatory Agreement, no interest shall accrue under this Note. 3.2 From and after an Event of Default, if an event of default occurs under this Note or any of the City Loan Documents, the entire unpaid principal balance of this Note shall automatically bear an annual interest rate (instead of the rate set forth above) equal to the lesser of: (a) ten percent (10%); compounded annually, or (b) the maximum interest rate allowed by law ("Default Rate"). Such Default Rate shall accrue as of the date of the Event of Default and continue until such time as the Loan funds are repaid in full or the Event of Default is cured. 55575.00100\31751364.4 3.3 Interest shall be computed based on a 365-day year and the actual number of days elapsed. 4. Term and Repayment Requirements. 4.1 The Term of this Note (the "Term") shall commence with the date of this Note as first set forth above and shall expire on the earliest of those events immediately set forth below: 4.1.1 Upon Close of Escrow of the conveyance of the Site to Borrower; 4.1.2 The occurrence of an Event of Default for which the City exercises its right to cause the Loan indebtedness to become immediately due and payable, following the continuation of an Event of Default that remains uncured after expiration of the applicable cure period; or 4.1.3 The termination of the Loan Agreement for infeasibility, as set forth in Section 2.6 of the Loan Agreement. 4.2 The repayment of the Loan shall be required as follows: 4.2.1 Subject to Subsections 4.2.2 and 4.2.3, below, all principal and interest, if any, on Loan will, at the option of the City, be due and payable upon the expiration of the Term. 4.2.2 Notwithstanding Section 4.2.1, if the Borrower proceeds to develop the Project, upon Close of Escrow: (i) the Borrower will execute (a) the Development Component Note which note will include the principal balance of the Loan, in addition to the Development Component amount, and (b) the Deed of Trust, and (ii) this Note will be marked as "cancelled" and returned to the Borrower. 4.2.3 Notwithstanding Section 4.2.1, if the Loan Agreement is terminated for infeasibility, as set forth in Section 2.6 therein, the City will forgive the Loan, mark this Note as "cancelled," and return this Note to the Borrower, upon termination of this Agreement pursuant to Section 2.6; provided, however, that the Borrower must first deposit the Predevelopment Component Documents with the City. 4.3 All sums due under this Note are payable in lawful money of the United States and the other terms and conditions of this Note and the Deed of Trust. 4.4 All payments on this Note shall be without expense to Lender, and Borrower agrees to pay all costs and expenses, including re -conveyance fees and reasonable attorney's fees of Lender, incurred in connection with the payment of this Note and the release of any security hereof. 4.5 Notwithstanding any other provision of this Note, or any instrument securing the obligations of Borrower under this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of 55575.00100\31751364.4 interest which would exceed the amount that Lender may legally charge under the laws of the State of California, then the amount by which payments exceeds the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate. 5. Application of PayMents. Each payment under this Note shall be credited in the following order: (a) costs, fees, charges and advances paid or incurred by Lender under this Note or the Deed of Trust or otherwise payable to Lender by Borrower under this Note or the Deed of Trust, in such order as Lender elects, in Lender's sole and absolute discretion; (b) accrued interest, if any; and (c) principal due under this Note. 6. Prepay. The principal and interest under this Note may be prepaid at any time, without penalty; provided, however, that any such prepayment shall have no effect on the application of the Loan Agreement or the Regulatory Agreement to the Property. 7. Security. 7.1 This Note is secured by an Assignment of Work Product, dated Mjkq Z 20ZI (the "Assignment") wherein Borrower assigned to Lender the Borrower's rights nd obligations with respect to certain Predevelopment Component Documents prepared by the Architect or other Consultants, which shall become effective upon an uncured Event of Default, pursuant to the terms of the Loan Agreement, or upon termination of the Loan Agreement, pursuant to Article 2 thereof. Upon: (i) an Event of Default that has not been cured pursuant to the Loan Agreement Agreement, or (ii) the termination of Loan Agreement pursuant to Article 2 thereof prior to Close of Escrow, the Lender may use any of the foregoing assigned Predevelopment Component Documents for any purpose for which the Borrower could have used them for development of the Project. The Borrower will cooperate with the Lender to implement the Assignment of Work Product and immediately deposit with the Lender for the Lender/s use all the Predevelopment Component Documents. 7.2 Upon the acquisition of the Site by the Borrower, Borrower will execute and record against the Site, the Deed of Trust, to secure Borrower's payment of the loan provided under the Development Component Note. 8. Subordination. This Note and the Assignment securing this Note shall not be subject or subordinate to any other interest in the Predevelopment Component Documents. 9. Default. 9.1 Any of the following shall constitute a "Default" under this Note: (a) Borrower's failure to pay any installment or other sum due under this Note within ten (10) days after Lender delivers written notice to Borrower of such failure ; or (b) any breach of any other promise or obligation in this Note, the City Loan Documents, as such term is defined in the Loan Agreement, in the Development Agreement, or in any other instrument now or hereafter securing the indebtedness evidenced by this Note; provided, however, that Lender has given Borrower thirty (30) days' notice to Borrower describing the default in reasonable detail in which to cure the Default, and such Default not having been cured within 30 days (or, if a greater amount of 55575.00100\31751364.4 time is reasonably necessary to effect a cure, if actions to cure such Default are not undertaken within said 30 day period and pursued with reasonable diligence thereafter). 9.2 On and following any Default, Lender may, in Lender's sole and absolute discretion, declare the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note, immediately due and payable upon written notice by Lender to Borrower without further demand. 9.3 The failure to exercise the remedy set forth in Subsection 9.2, above, or any other remedy provided by law upon the occurrence of one or more of the foregoing events of Default shall not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other Default. The acceptance by Lender hereof of any payment which is less than the total of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Lender, except as and to the extent otherwise provided by law. 10. Collection Costs. Borrower agrees to pay the following costs, expenses, and attorney fees paid or incurred by Lender, or adjudged by a court: (a) reasonable costs of collection and costs, expenses, and attorney fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; (b) reasonable costs, expenses, and attorney fees paid or incurred in connection with representing Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving this Note; and (c) costs of suit and such sum as the court may adjudge as reasonable attorney fees in any action to enforce or collect payment of this Note or any portion thereof. 11. Waiver. 11.1 Borrower, endorsers, and all other Persons liable or to become liable on this Note waive diligence, presentment, protest, and demand; notice of protest, demand, and dishonor; notice of non-payment of this Note, and all other notices or matters of a like nature. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Lender may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. 11.2 No extension of time for payment of this Note made by agreement by Lender with any Person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part. 11.3 The provisions of this Note and the obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever. 12. Notice. Any notice required to be provided under this Note shall be given in the manner set forth in Section 12.3 of the Loan Agreement. 5 557 5.00100131751364.4 13. Forbearance Not a Waiver. If Lender delays in exercising or fails to exercise any of its rights under this Note, that delay or failure shall not constitute a waiver of any Lender rights or of any breach, Default, or failure of condition under this Note. No waiver by Lender of any of its rights or of any such breach, Default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender. 14. Assignment. This Note inures to and binds the heirs, legal representatives, successors, and assigns of Borrower and Lender; provided, however, that Borrower may not assign this Note nor any proceeds of it, nor assign or delegate any of its rights or obligations under this Note, except as otherwise permitted in the Agreement, without Lender's prior written consent in each instance, which consent may be given, withheld, delayed or conditioned in Lender's sole and absolute discretion. Lender, in its sole and absolute discretion, may transfer this Note and may sell or assign participations or other interests in all or any part of this Note, all without notice to or the consent of Borrower. 15. Dissolution of Organization. In the event that Maker, or its legally sanctioned and Lender -approved successor terminates or ceases to function within the term of this Note, then, in that event, the outstanding amount due under this Note (including principal or balance of principal and interest) shall be immediately due and payable. 16. Governing Law. This Note shall be construed and enforceable according to the laws of the State of California for all purposes, without application of conflicts or choice of laws principles or statutes. 17. U ur . To the extent that the indebtedness evidenced by this Note is determined not to be exempt from the usury laws of the State of California, all agreements between Borrower and Lender are expressly limited, so that in no event or contingency, whether because of the advancement of the proceeds of this Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance, or retention of the money to be advanced under this Note exceed the highest lawful rate permissible under applicable usury laws. If, under any circumstances, fulfillment of any provision of this Note or any other agreement pertaining to this Note, after timely performance of such provision is due, shall involve exceeding the limit of validity prescribed by law that a court of competent jurisdiction deems applicable, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity. If, under any circumstances, Lender shall ever receive as interest an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to reduce the unpaid principal balance under this Note and not to pay interest, or, if such excessive interest exceeds the unpaid principal balance under this Note, such excess shall be refunded to Borrower. This provision shall control every other provision of all agreements between Borrower and Lender. 18. Non -Revolving Credit. This Note evidences a non -revolving loan from Lender to Borrower. The accrued and unpaid interest and principal balance owing on this Note at any time may be evidenced by an unpaid balance acknowledgment of Lender on this Note or by the internal accounting records of Lender regarding this Note. 5 557 5.00 1 00\3 175 1364.4 19. Time Is of the Essence. Time is of the essence with respect to all obligations of Borrower under this Note. 20. Severability. If any provision of this Note, or the application of it to any Person or circumstance, is held void, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this Note, and the application of such provision to other Persons or circumstances, shall not be affected thereby, the provisions of this Note being severable in any such instance. 21. Non -Recourse. The Loan is nonrecourse, and the sole recourse of the City with respect to the principal of, and interest on, this Note and defaults by Borrower in the performance of its covenants under such note will be to the security described in Section 7 hereof. 22. Amendment or Modification. The terms of this Note may only be amended or modified by a written agreement executed by all of the parties hereto. 23. Acknowledgment. PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS AND HAS CONSULTED WITH LEGAL COUNSEL OF BORROWER'S INDEPENDENT SELECTION REGARDING BORROWER'S OBLIGATIONS UNDER THIS NOTE. BORROWER UNDERSTANDS AND AGREES THAT THIS NOTE SHALL BE BINDING UPON BORROWER AND BORROWER'S HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS. AGREES TO THE TERMS AND CONDITIONS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS NOTE. [SIGNATURE PAGE FOLL0WSJ 5 5575.00100131751364.4 IN WITNESS WHEREOF, this Note has been duly executed as of the date first set forth above by: BORROWER: COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation By: limit Name: Its: 5 557 5.00100\ 31751364.4 PREDEVELOPMENT COMPONENT PROMISSORY NOTE Principal Amount: $900,000 Pa�l�m/JJ Springs, California Date of Note: Nyi� 20 FOR VALUE RECEIVED, the undersigned COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation ("Borrower"), whose address is Green Valley Executive Center 5030 Business Center Drive, Suite 260, Fairfield, CA 94534, hereby promises to pay to the order of the CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Lender"), the principal sum of Nine Hundred Thousand and no/100 Dollars ($900,000) ("Loan"), pursuant to the Loan Agreement (as defined below), at 3200 East Tahquitz Canyon Way, Palm Springs, CA 92262, or at such other place as Lender may designate to Borrower in writing. 1. Borrower's Obligation; Reference to Agreement. This Predevelopment Component promissory note ("Note") evidences Borrower's obligation to pay Lender pursuant to that certain Predevelopment, Construction, and Permanent Loan Agreement, dated iZ L , 2019, by and between Borrower and Lender (the "Loan Agreement"), the principal amount of the Loan for the funds loaned to Borrower by Lender for funding or reimbursing Borrower's predevelopment expenses with respect to the Project. In the event of any conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall control. All words, terms or phrases indicated to be defined words, terms or phrases by initial capitalization in this Note that are not specifically defined in this Note shall have the meaning given to the word, term or phrases in the Loan Agreement. 2. Loan Disbursement. Lender shall disburse the Loan to Borrower in accordance with the Loan Agreement. 3. Interest. 3.1 Subject to the provisions of Section 3.2, below, so long as there is no default under the Loan Agreement, this Note, the Deed of Trust, or the Regulatory Agreement, no interest shall accrue under this Note. 3.2 From and after an Event of Default, if an event of default occurs under this Note or any of the City Loan Documents, the entire unpaid principal balance of this Note shall automatically bear an annual interest rate (instead of the rate set forth above) equal to the lesser of (a) ten percent (10%); compounded annually, or (b) the maximum interest rate allowed by law ("Default Rate"). Such Default Rate shall accrue as of the date of the Event of Default and continue until such time as the Loan funds are repaid in full or the Event of Default is cured. 5 5575.00100\31751364.4 3.3 Interest shall be computed based on a 365-day year and the actual number of days elapsed. 4. Term and Repayment Requirements. 4.1 The Term of this Note (the "Term") shall commence with the date of this Note as first set forth above and shall expire on the earliest of those events immediately set forth below: 4.1.1 Upon Close of Escrow of the conveyance of the Site to Borrower; 4.1.2 The occurrence of an Event of Default for which the City exercises its right to cause the Loan indebtedness to become immediately due and payable, following the continuation of an Event of Default that remains uncured after expiration of the applicable cure period; or 4.1.3 The termination of the Loan Agreement for infeasibility, as set forth in Section 2.6 of the Loan Agreement. 4.2 The repayment of the Loan shall be required as follows: 4.2.1 Subject to Subsections 4.2.2 and 4.2.3, below, all principal and interest, if any, on Loan will, at the option of the City, be due and payable upon the expiration of the Term. 4.2.2 Notwithstanding Section 4.2.1, if the Borrower proceeds to develop the Project, upon Close of Escrow: (i) the Borrower will execute (a) the Development Component Note which note will include the principal balance of the Loan, in addition to the Development Component amount, and (b) the Deed of Trust, and (ii) this Note will be marked as "cancelled" and returned to the Borrower. 4.2.3 Notwithstanding Section 4.2.1, if the Loan Agreement is terminated for infeasibility, as set forth in Section 2.6 therein, the City will forgive the Loan, mark this Note as "cancelled," and return this Note to the Borrower, upon termination of this Agreement pursuant to Section 2.6; provided, however, that the Borrower must first deposit the Predevelopment Component Documents with the City. 4.3 All sums due under this Note are payable in lawful money of the United States and the other terms and conditions of this Note and the Deed of Trust. 4.4 All payments on this Note shall be without expense to Lender, and Borrower agrees to pay all costs and expenses, including re -conveyance fees and reasonable attorney's fees of Lender, incurred in connection with the payment of this Note and the release of any security hereof. 4.5 Notwithstanding any other provision of this Note, or any instrument securing the obligations of Borrower under this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of 55575.00100\31751364.4 interest which would exceed the amount that Lender may legally charge under the laws of the State of California, then the amount by which payments exceeds the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate. 5. Application of Payments. Each payment under this Note shall be credited in the following order: (a) costs, fees, charges and advances paid or incurred by Lender under this Note or the Deed of Trust or otherwise payable to Lender by Borrower under this Note or the Deed of Trust, in such order as Lender elects, in Lender's sole and absolute discretion; (b) accrued interest, if any; and (c) principal due under this Note. 6. Prepayment. The principal and interest under this Note may be prepaid at any time, without penalty; provided, however, that any such prepayment shall have no effect on the application of the Loan Agreement or the Regulatory Agreement to the Property. 7. Security. 7.1 This Note is secured by an Assignment of Work Product, dated 17, 202 I (the "Assignment") wherein Borrower assigned to Lender the Borrower's rights and obligations with respect to certain Predevelopment Component Documents prepared by the Architect or other Consultants, which shall become effective upon an uncured Event of Default, pursuant to the terms of the Loan Agreement, or upon termination of the Loan Agreement, pursuant to Article 2 thereof. Upon: (i) an Event of Default that has not been cured pursuant to the Loan Agreement Agreement, or (ii) the termination of Loan Agreement pursuant to Article 2 thereof prior to Close of Escrow, the Lender may use any of the foregoing assigned Predevelopment Component Documents for any purpose for which the Borrower could have used them for development of the Project. The Borrower will cooperate with the Lender to implement the Assignment of Work Product and immediately deposit with the Lender for the Lender/s use all the Predevelopment Component Documents. 7.2 Upon the acquisition of the Site by the Borrower, Borrower will execute and record against the Site, the Deed of Trust, to secure Borrower's payment of the loan provided under the Development Component Note. 8. Subordination. This Note and the Assignment securing this Note shall not be subject or subordinate to any other interest in the Predevelopment Component Documents. 9. Default. 9.1 Any of the following shall constitute a `Default" under this Note: (a) Borrower's failure to pay any installment or other sum due under this Note within ten (10) days after Lender delivers written notice to Borrower of such failure ; or (b) any breach of any other promise or obligation in this Note, the City Loan Documents, as such term is defined in the Loan Agreement, in the Development Agreement, or in any other instrument now or hereafter securing the indebtedness evidenced by this Note; provided, however, that Lender has given Borrower thirty (30) days' notice to Borrower describing the default in reasonable detail in which to cure the Default, and such Default not having been cured within 30 days (or, if a greater amount of 55575.00100\31751364.4 time is reasonably necessary to effect a cure, if actions to cure such Default are not undertaken within said 30 day period and pursued with reasonable diligence thereafter). 9.2 On and following any Default, Lender may, in Lender's sole and absolute discretion, declare the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note, immediately due and payable upon written notice by Lender to Borrower without further demand. 9.3 The failure to exercise the remedy set forth in Subsection 9.2, above, or any other remedy provided by law upon the occurrence of one or more of the foregoing events of Default shall not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other Default. The acceptance by Lender hereof of any payment which is less than the total of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Lender, except as and to the extent otherwise provided by law. 10. Collection Costs. Borrower agrees to pay the following costs, expenses, and attorney fees paid or incurred by Lender, or adjudged by a court: (a) reasonable costs of collection and costs, expenses, and attorney fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; (b) reasonable costs, expenses, and attorney fees paid or incurred in connection with representing Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving this Note; and (c) costs of suit and such sum as the court may adjudge as reasonable attorney fees in any action to enforce or collect payment of this Note or any portion thereof. 11. Waiver. 11.1 Borrower, endorsers, and all other Persons liable or to become liable on this Note waive diligence, presentment, protest, and demand; notice of protest, demand, and dishonor; notice of non-payment of this Note, and all other notices or matters of a like nature. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Lender may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. 11.2 No extension of time for payment of this Note made by agreement by Lender with any Person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part. 11.3 The provisions of this Note and the obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever. 12. Notice. Any notice required to be provided under this Note shall be given in the manner set forth in Section 12.3 of the Loan Agreement. 5 5575.00100\31751364.4 13. Forbearance Not a Waiver. If Lender delays in exercising or fails to exercise any of its rights under this Note, that delay or failure shall not constitute a waiver of any Lender rights or of any breach, Default, or failure of condition under this Note. No waiver by Lender of any of its rights or of any such breach, Default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender. 14. Assignment. This Note inures to and binds the heirs, legal representatives, successors, and assigns of Borrower and Lender; provided, however, that Borrower may not assign this Note nor any proceeds of it, nor assign or delegate any of its rights or obligations under this Note, except as otherwise permitted in the Agreement, without Lender's prior written consent in each instance, which consent may be given, withheld, delayed or conditioned in Lender's sole and absolute discretion. Lender, in its sole and absolute discretion, may transfer this Note and may sell or assign participations or other interests in all or any part of this Note, all without notice to or the consent of Borrower. 15. Dissolution of Organization. In the event that Maker, or its legally sanctioned and Lender -approved successor terminates or ceases to function within the term of this Note, then, in that event, the outstanding amount due under this Note (including principal or balance of principal and interest) shall be immediately due and payable. 16. Governing Law. This Note shall be construed and enforceable according to the laws of the State of California for all purposes, without application of conflicts or choice of laws principles or statutes. 17. Usury. To the extent that the indebtedness evidenced by this Note is determined not to be exempt from the usury laws of the State of California, all agreements between Borrower and Lender are expressly limited, so that in no event or contingency, whether because of the advancement of the proceeds of this Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance, or retention of the money to be advanced under this Note exceed the highest lawful rate permissible under applicable usury laws. If, under any circumstances, fulfillment of any provision of this Note or any other agreement pertaining to this Note, after timely performance of such provision is due, shall involve exceeding the limit of validity prescribed by law that a court of competent jurisdiction deems applicable, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity. If, under any circumstances, Lender shall ever receive as interest an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to reduce the unpaid principal balance under this Note and not to pay interest, or, if such excessive interest exceeds the unpaid principal balance under this Note, such excess shall be refunded to Borrower. This provision shall control every other provision of all agreements between Borrower and Lender. 18. Non -Revolving Credit. This Note evidences a non -revolving loan from Lender to Borrower. The accrued and unpaid interest and principal balance owing on this Note at any time may be evidenced by an unpaid balance acknowledgment of Lender on this Note or by the internal accounting records of Lender regarding this Note. 55575.00100\31751364.4 19. Time Is of the Essence. Time is of the essence with respect to all obligations of Borrower under this Note. 20. Severability. If any provision of this Note, or the application of it to any Person or circumstance, is held void, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this Note, and the application of such provision to other Persons or circumstances, shall not be affected thereby, the provisions of this Note being severable in any such instance. 21. Non -Recourse. The Loan is nonrecourse, and the sole recourse of the City with respect to the principal of, and interest on, this Note and defaults by Borrower in the performance of its covenants under such note will be to the security described in Section 7 hereof. 22. Amendment or Modification. The terms of this Note may only be amended or modified by a written agreement executed by all of the parties hereto. 23. Acknowledgment. PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS AND HAS CONSULTED WITH LEGAL COUNSEL OF BORROWER'S INDEPENDENT SELECTION REGARDING BORROWER'S OBLIGATIONS UNDER THIS NOTE. BORROWER UNDERSTANDS AND AGREES THAT THIS NOTE SHALL BE BINDING UPON BORROWER AND BORROWER'S HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS. AGREES TO THE TERMS AND CONDITIONS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS NOTE. [SIGNATURE PAGE FOLL0WSJ 55575.00 1 00\3 1751364.4 IN WITNESS WHEREOF, this Note has been duly executed as of the date first set forth above by: BORROWER: COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation By: Name: q Its: �� 17 5 5575.00100\3175 l 364.4 FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT ("First Amendment") to the Disposition and Development Agreement ("Agreement") dated April 4, 2019, is hereby entered into this 25� day of 0,,A V , 2021 (the "Effective Date") by and between CITY OF PALM SPRINGS, a California charter city and municipal corporation ("City") acting in its capacity as Housing Successor Agency to the Redevelopment Agency of the City of Palm Springs, and COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation ("Developer" or "CHOC") (each a "Party" and collectively "Parties"). RF.0 ITALS This First Amendment is made and entered into with respect to the following facts: WHEREAS, capitalized terms used but not defined in these Recitals shall have the meaning set forth in the Agreement; and WHEREAS, the Agreement sets forth the terms and conditions pursuant to which the City would transfer the Site to CHOC to develop an affordable housing project in the City, including the requirement that escrow closes not later than the Outside Closing Date of June 1, 2021; and WHEREAS, the Parties understand and acknowledge that CHOC is relying on certain funding sources to fulfill its obligations under the Agreement; and WHEREAS, due to the delays in funding disbursements to CHOC caused by the Covid- 19 pandemic, CHOC requested and the City agrees to extend the Outside Closing Date by one year, to June 1, 2022; and WHEREAS, in consideration for the City's agreement to extend the Outside Closing Date by one year, the City wishes and CHOC agrees to provide for a 60-day termination of the Agreement by the City; and WHEREAS, pursuant to Section 8.6 of the Agreement, the City Manager or the City Economic Development Director has the authority to approve extensions to the Outside Closing Date and to amend the Agreement "so long as such actions do not materially or substantially change the uses or development permitted on the Site, or materially or substantially add to the costs incurred or to be incurred by City as specified" in the Agreement; and NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: 1. Section 1.0 (Definitions) is hereby amended as follows: the last sentence in the definition of "Outside Closing Date" is hereby amended to read: 55575.00 1 00\33883 705.1 "Notwithstanding the foregoing, the Outside Closing Date shall be no later than June 1, 2022." 2. Section 7.3 (Termination by City) is hereby amended to read in its entirety as follows: "In the event City is not in Default under this Agreement, City may terminate this Agreement for any or no reason upon provision of a written notice to Developer not less than 60 days prior to Completion of Construction." 3. The provisions of this First Amendment shall be deemed a part of the Agreement and except as otherwise provided under this First Amendment, the Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall control, but only in so far as such provisions conflict with the Agreement and no further. IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above. CITY: CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Just Clifton, City Manager APPROVED AS TO FORM: City Attorney By: [atto y name] 55575.00 1 00\33 883705.1 DEVELOPER: COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation, By: Print N e: Title: _ ,To APPROVED BY CITY COUNCIL