HomeMy WebLinkAboutA9032 - TAHQUITZ HOUSING ASSOCIATIONFREE RECORDING REQUESTED BY 2023-0111562
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Recorded in Official Records
Housing Authority of the e gterygl daRiverside
City of Palm Springs Assessor -County Clerk -Recorder
P.O. Box Springs,
'III I'��I����y'W" ' O N! III
Palm Springs, CA 92263 I iAL t1�111Y�{ N1N
Attn: Jeff Ballinger, City Attorney
(Space Above This Line for Recorder's Office Use Only)
This document is recorded at the request and for the benefit
of the City of Palm Springs and is exempt from the payment of a
recording fee pursuant to Government Code section 27383.
AMENDMENT NO.3 TO REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
THIS AMENDMENT NO.3 TO REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS ("Amendment No. 3") is made and
entered into as of [ 01&,t h q ], 2023 ("Effective Date"), by and between the
HOUSING AUTHORITY OF THE CITY OF PALM SPRINGS, a housing authority of the
State of California duly organized and existing under the laws thereof (the "Authority'), the
CITY OF PALM SPRINGS, a charter city and municipal corporation (the "gff"), and 2990
TAHQUITZ CANYON WAY LP, a Delaware limited partnership (the "Owner').
RECITALS:
A. The Authority, Corporate Fund for Housing, a California
nonprofit public benefit corporation (the "Original Owner"), and Seattle -First
National Bank, as trustee, are parties to that certain Regulatory Agreement and
Declaration of Restrictive Covenants ("Initial Regulatory Agreement') dated
as of September 1, 1993 and recorded on September 30, 1993 in the Official
Records of Riverside County, California ("Official Records") as Instrument No.
382200, affecting certain real property located at 2890 East Tahquitz Canyon
Way in the City of Palm Springs, County of Riverside, State of California
("Property'). The Initial Regulatory Agreement was executed in connection
with the issuance of $3,380,000.00 Housing Authority of the City of Palm
Springs Multifamily Housing Mortgage Revenue Bonds (Tahquitz Court
Apartments) ("Bonds"), and provides for certain terms, conditions, covenants
and restrictions relating to a low income multi -family housing project located on
the Property.
B. The Initial Regulatory Agreement was modified by that certain
Modification of Regulatory Agreement by and among the Original Owner,
Tahquitz Housing Associates, LP, a California limited partnership ("Tahouitz
Associates"), and the Authority, dated December 15, 2008 and recorded in the
I-
Official Records on December 19, 2008 as Document No. 2008-0663040 (the
"First Modification").
C. The Original Owner assigned all of its right, title, and interest,
and its obligations and liabilities under the Regulatory Agreement, as modified
by the First Modification, to Tahquitz Associates pursuant to that certain
Assignment and Assumption of Regulatory Agreement by and between the
Original Owner and Tahquitz Associates, dated as of December 15, 2008 and
recorded in the Official Records on December 19, 2008 as Document No. 2008-
0663043 (the "First Assignment").
D. The Initial Regulatory Agreement was further modified by that
certain Second Modification of Regulatory Agreement by and between Tahquitz
Associates and the Authority dated as of April 10, 2012 and recorded in the
Official Records on April 12, 2012 as Document No. 2012-0166753 (the
"Second Modification")
E. Tahquitz Associates assigned to Owner all of Tahquitz
Associates' right, title, and interest, and its obligations and liabilities under the
Initial Regulatory Agreement, as modified by the First Modification and the
Second Modification, pursuant to that certain Assignment and Assumption of
Regulatory Agreement and Declaration of Restrictive Covenants dated as of
February 3, 2022 and recorded that same day in the Official Records as
Document No. 2022-0059022 ("Second Assignment" and together with the
Initial Regulatory Agreement, the First Modification, the Second Modification
and the First Assignment, the "Regulatory Agreement").
F. The Bonds have been redeemed and paid in full, and as of the
date hereof no Bonds are outstanding.
G. The City is a charter city and municipal corporation organized
and operating under the laws of the State of California.
H. The Authority, the City and Owner desire to modify and extend
until September 1, 2026 the Regulatory Agreement as set forth in this
Amendment No. 3. Upon the termination of the Regulatory Agreement on
September 1, 2026, all restrictions upon the use and operation of the Project and
all its dwelling units imposed by the Regulatory Agreement and the concurrently
executed Regulatory Agreement and Declaration of Covenants and Restrictions
dated September 28, 1993, as amended, made with the Community
Redevelopment Agency of the City of Palm Springs and/or the City (the
"Agency Regulatory Agreement"), including all rental rate restrictions, shall
fully and automatically cease to exist and rental rates for the Project and all its
dwellings may be increased to market rate.
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
herein by reference, and for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Authority, the City and Owner hereby agree as follows:
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1. Recitals. The Regulatory Agreement's fourth recital is hereby
amended and restated in its entirety as follows:
WHEREAS, the Owner will rent or lease or will hold available for rent or
occupancy at Affordable Rents (as herein defined) dwelling units in the Project
to individuals or families of lower income, as herein defined, all for the public
purpose of assisting such individuals and families to afford the costs of decent,
safe and sanitary housing; and
2. Definitions and Interpretations. The definition of City is
hereby added to Section I of the Regulatory Agreement as follows:
"City" means the City of Palm Springs, a charter city and municipal corporation
organized and operating under the laws of the State of California.
3. Definitions and Interpretations. The definition of Qualified
Project Period in Section 1 of the Regulatory Agreement is hereby amended and
restated in its entirety as follows:
"Qualified Project Period" means the period beginning on the first day on which
10% of the dwelling units in the Project were occupied and ending on September
1, 2026.
4. Definitions and Interpretations. The definition of Rightsize is
hereby added to Section I of the Regulatory Agreement as follows:
"Rightsize" means to relocate to a smaller unit within the Project appropriate to
the tenant's family size, without violating any state or local occupancy
requirements or regulations.
5. Definitions and Interpretations. The definition of Voluntarily
or Freely Vacant is hereby added to Section I of the Regulatory Agreement as
follows:
"Voluntarily or Freely Vacant" means a unit that becomes vacant for any of the
following reasons: (i) voluntarily by the tenant; (ii) due to an eviction based on
non-payment of rent; (iii) due to an eviction related to tenant not being eligible
or failing to recertify as a Lower -Income Tenant under Section 4(i) of this
Regulatory Agreement; or (iv) due to a tenant opting to Rightsize under Section
4(a)(v) of this Regulatory Agreement.
6. Lower -Income Tenants. Section 4(a) and 4(b) of the Regulatory
Agreement are hereby amended and restated in its entirety as follows:
(a) During the Qualified Project Period or as long as any of the Bonds remain
Outstanding, unless unfeasible due to the unit exemptions provided in
-3-
subsections (i) and (ii) below, 20% of the completed dwelling units in the Project
are and will be occupied, or available for occupancy, by Lower -Income Tenants
on a continuous basis.
(i) The units determined to be Voluntarily and Freely Vacant as of March 9,
2023, listed in Exhibit C, attached hereto and incorporated by reference herein,
are fully exempt from the restrictions on Affordable Rents imposed by this
Regulatory Agreement or the monthly rent restrictions imposed by the Agency
Regulatory Agreement, but not from any other restrictions of this Regulatory
Agreement or Agency Regulatory Agreement.
(ii) Notwithstanding Section 4(a), when any unit becomes Voluntarily or Freely
Vacant, all restrictions on Affordable Rents or monthly rents for such unit, but
for no other purposes, imposed by this Regulatory Agreement or the Agency
Regulatory Agreement shall fully cease to exist. Prior to any such termination of
rental rate restrictions for a unit, City shall have the right to verify the unit
became Voluntarily and Freely Vacant in compliance with this Amendment No.
3 and all applicable state and local laws and ordinances. For purposes of City's
verification, Owner shall submit a move -out report to City within ten (10) days
following vacation of a unit. City shall have fifteen (15) days following its
receipt of the move -out report to provide written notice to Owner approving or
disapproving the status of the unit as Voluntarily and Freely Vacant. If City fails
to deliver notice of its approval or disapproval, City shall be deemed to have
approved the status of the unit as Voluntarily and Freely Vacant. In the event the
parties are unable to resolve, in good faith, the disputed status of a unit within
ninety (90) days following Owner's receipt of City's disapproval notice, the
parties shall submit the dispute to binding arbitration, to be held in the Coachella
Valley and conducted pursuant to the Commercial Arbitration Rules of the
American Arbitration Association.
(iii) Upon the termination of the Qualified Project Period on September 1, 2026,
all restrictions upon the use and operation of the Project and all its dwelling units
imposed by this Regulatory Agreement and the Agency Regulatory Agreement,
including all rental rate restrictions, shall fully and automatically cease to exist,
and rental rates for the Project and all its dwelling units shall be permitted to
increase to market rental rates, subject to any restrictions under then applicable
state law.
(iv) When a unit initially becomes exempt from the rental rate restrictions
imposed by this Regulatory Agreement or the Agency Regulatory Agreement as
provided by subsections (i), (ii) and (iii) above, the initial unrestricted rental rate
set by Owner for such unit, be it for a previous tenant under a new lease or a new
tenant, shall not be subject to Palm Springs Municipal Code chapters 4.02, 4.04
and 4.08 ("Rent Control'). During the Qualified Project Period, subsequent
establishment of initial rental rates and any increases to existing rental rates for
each unit are subject to Rent Control and other applicable law.
-4-
(v) Owner may request that tenants in Lower -Income Units opt to Rightsize if
units with the appropriate number of bedrooms for the household size, in
accordance with the definition of Affordable Rents, are available.
Notwithstanding anything to the contrary in this Regulatory Agreement, the
monthly rent for any tenant that opts not to Rightsize may be increased to the
maximum permitted amount of Affordable Rents, and such increase shall not be
subject to Rent Control. Any tenant that opts to Rightsize will be assessed a new
rental payment based on the size of the new, smaller unit and, during the
Qualified Project Period, in compliance with the terms of this Regulatory
Agreement. Owner shall be solely responsible for payment of all costs, expenses,
and payments required to be made or incurred pursuant to any and all applicable
relocation laws and regulations, including, without limitation, the relocation
obligations of the California Relocation Assistance Act, Government Code
Section 7260, et seq. and the implementing regulations thereto set forth in Title
25, Section 6000, et seq. of the California Code of Regulations.
(b) The Owner will not give preference to any particular class or group in renting
the dwelling units in the Project except to the extent that dwelling units are
required to be occupied or held available for occupancy by Lower -Income
Tenants. Tenants in the Lower -Income Units will have equal access to and
enjoyment of all common facilities of the Project. All of the dwelling units in
the Project shall be leased or rented, or available for lease or rental, to the general
public and the Lower -Income Tenants, and, until expiration of the Qualified
Project Period, the Owner shall advise the City, the Authority, and any
Administrator, Credit Bank, and Trustee by delivery, on a quarterly basis, of a
certificate in writing of such designation of Lower -Income Units and of any
revisions thereof. Units so designated shall be intermingled throughout the
Project with all other dwelling units and shall be of comparable quality and offer
a range of sizes and number of bedrooms comparable to units in the Project
which are not Lower -Income Units.
7. Lower -Income Tenants: Section 4(d) of the Regulatory
Agreement is hereby amended and restated in its entirety as follows:
(d) During the Qualified Project Period or as long as any of the Bonds remain
Outstanding, subject to the exemptions in Section 4(a), the Owner will rent or
lease the Lower -Income Units to Lower -Income Tenants.
8. Lower -Income Tenants: Section 4(i) of the Regulatory
Agreement is hereby amended and restated in its entirety as follows:
(i) Immediately prior to the first anniversary date of the occupancy of a
Lower -Income Unit by one or more Lower -Income Tenants, and on each
anniversary date thereafter, the Owner shall recertify the income of the
occupants of such Lower -Income Unit by obtaining a completed Certification of
Tenant Eligibility based upon the current income of each occupant of the Unit.
In the event the recertification demonstrates that such household's income
-5-
exceeds 140% of the income at which such household would qualify as Lower -
Income Tenants, such household will no longer qualify as a Lower -Income
Tenant under this Regulatory Agreement. A household that no longer qualifies
under the income restrictions of this Regulatory Agreement and that does not
qualify under the income restrictions of the Agency Regulatory Agreement shall
be required to vacate the Lower -Income Unit upon the expiration of their lease.
Owner shall provide the City, the Authority, and any Administrator, Credit
Bank, and Trustee with a copy of each such recertification within thirty (30) days
of such anniversary.
9. Good Faith Negotiations. After expiration of the Qualified
Project Period, City or Authority may request that Owner negotiate in good faith
with regard to the consideration to be paid by City or Authority in order to extend
affordable restrictions on any units in the Project beyond the expiration of the
Qualified Project Period. In entering into such good faith negotiations, no party
is or will be deemed to have agreed to any such extension or the price to be paid
for any such extension as to any unit unless such an agreement is made in writing
and executed by all parties.
10. Settlement. Each of the parties acknowledges that this
Amendment No. 3 is for settlement purposes and relates to the avoidance of the
fees, costs, expenses, and risks associated with the litigation of potential claims
and defenses and the preclusion of any potential actions described herein.
Therefore, the parties agree that this Amendment No. 3 is not to be treated or
construed, at any time or in any manner whatsoever, as an admission by any
party of wrongdoing, fault, violation of law, or liability of any kind, as of the
Effective Date, of any allegations or claims arising out of or connected to the
Project, the Regulatory Agreement, or Palm Springs Municipal Code chapters
4.02, 4.04, and 4.08.
a. Except as set forth in this Amendment No. 3, Owner, on behalf of itself
and its successors and assigns, releases City and Authority and their respective council
and board members, officials, officers, employees, attorneys, contractors, agents, and
representatives from any and all claims, demands, liabilities, obligations, costs,
expenses, fees, actions, or causes of action that Owner has or had, as of or prior to the
Effective Date, out of or connected to the Project, the Regulatory Agreement, or the
implementation, enforcement, or other application of the Palm Springs Municipal Code
chapters 4.02, 4.04, and 4.08, whether known, unknown, or suspected.
b. Except as set forth in this Amendment No. 3, City and Authority release
Owner and its managers, members, officers, employees, contractors, agents, and
representatives, from any and all claims, demands, liabilities, obligations, costs,
expenses, fees, actions, or causes of action that City or Authority has or had, as of or
prior to the Effective Date, arising out of or connected to the Project or the Regulatory
Agreement, whether known, unknown, or suspected.
IM
C. California Civil Code Section 1542. Contingent upon the full completion
of the terms of this Amendment No. 3, it is the intention of the parties that the mutual
release made herein shall be effective as a bar to all actions, causes of action, obligations,
costs, expenses, attorney's fees, damages, losses, claims, liabilities, and demands of any
character, nature, and kind, known or unknown, suspected or unsuspected, as of or prior
to the Effective Date, regarding the subject matter of this Amendment No. 3; in
furtherance of which intention the parties expressly waive any and all right and benefit
conferred upon them by the provisions of Section 1542 of the California Civil Code,
which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED ARTY."
City Authority Owner
The parties hereby acknowledge that the foregoing waiver of the provisions of
Section 1542 of the California Civil Code was bargained for separately. The parties
expressly agree that the release provision herein contained shall be given full force and
effect in accordance with each and all of the express terms and provisions herein,
including but not limited to those terms and provisions relating to unknown or
unsuspected claims, demands, and causes of action hereinabove specified. The parties
specifically agree to assume the risk of the subsequent discovery or understanding of
any matter, fact, or law which if now known or understood would in any respect have
affected this Amendment No. 3
11. Except as otherwise expressly provided in this Amendment No.
3, all of the terms and conditions of the Regulatory Agreement shall remain in
full force and effect.
12. In the event of any action between City, Authority and Owner
seeking enforcement of any of the terms and conditions to this Amendment No.
3, the prevailing party in such action shall be awarded, in addition to damages,
injunctive or other relief, its reasonable costs and expenses, including without
limitation its expert witness fees and reasonable attorney's fees.
13. This Amendment No. 3 shall be construed according to its fair
meaning and as if prepared by both parties hereto.
14. This Amendment No. 3 shall be governed by the laws of the State
of California and any question arising hereunder shall be construed or
determined according to such law. The Superior Court of the State of California
110
in and for the County of Riverside shall have exclusive jurisdiction of any
litigation between the parties concerning this Amendment No. 3.
15. This Amendment No. 3 may be executed in counterparts, each of
which, when this Amendment No. 3 has been signed by all the parties hereto,
shall be deemed an original, and such counterparts shall constitute one and the
same instrument.
16. The person(s) executing this Amendment No. 3 on behalf of each
of the parties hereto represent and warrant that (i) such party is duly organized
and existing, (ii) they are duly authorized to execute and deliver this Amendment
No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3 such
party is formally bound to the provisions of this Amendment No. 3, and (iv) the
entering into this Amendment No. 3 does not violate any provision of any other
agreement to which such parry is bound.
[End — Signature Pages Follow]
IM
IN WITNESS WHEREOF, the Authority, City and Owner have executed this
Amendment No. 3 to Regulatory Agreement and Declaration of Covenants and Restrictions by
duly authorized representative on the date first written above.
"AUTHORITY"
HOUSING AUTHORITY OF
THE CITY OF PALM SPRINGS
By: Z�� ScoyF C. S+;1e5
Date: 3 �3 20213
ATTEST:
AS TO FORM:
BEST BEST & KRIEGER, LLP
By: Q ewf)/;:�
J f�ger
City Attorney
12
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California \
County of RWPXStO- )
On 'Y1'lavch 23 Z02, before me, GnFg6i �� i C.
personally appeared Scott C. (les who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
BAE T W1
WITNESS my hand and official seal. Notary Putilk- California
Riverside County F
Commission a 2398347
Or Comm. Expires Mar 2a. 2026
Signature ��4- (Seal)
10-
ACCEPTED AND AGREED:
"CITY"
CITY OF PALM SPRINGS,
a charter ciZl-,
d municipal c rporation
By: sc.+- - C . S-F"% <<s
CiAN Mo. er
Date: 3 ?-3 , 202A,3
ATTEST
By: �
.�
C�y C eA
APPROVED AS TO FORM:
BEST BEST & KRIEGER, LLP
By:
Je B linger
City Attomey
APPROVED BY CITY COUNCIL
3-1 02013 1:4em I.& A70Q
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of Ca ornia
County of
On iY aro1r, 23.r �-0'3 before me, Srenk Fzs.6s i �JaiuXy fublr'a
personally appeared &cod-+ C. S+ilQS , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
BRENT W1
WITNESS my hand and official seal NotaryRud
de California
�p Riversie County
It Commission t 2398347
ry Comm. Expires wr 24. 2026 r
Signature (Seal)
IN WITNESS WHEREOF, the Authority, City and Owner have executed this Amendment
No. 3 to Regulatory Agreement and Declaration of Covenants and Restrictions by duly
authorized representative on the date first written above.
"OWNER"
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware limited liability company,
its Administrative General Partner
By: "" k
Elizabeth Hagins
Authorized Signatory
Date: AArc(. 3 .202�
13-
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of J a 5 ) 1
On MWOA'� r� , before me, �ul� l �k �r Nb�M �ub1 C
personally appeared kkari G UYJ who
proved to me on the basis of satisfactory evtdence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
SULEIRA MILLER
z Ybtary Public - County a
WITNESS my hand and official seal. UmIssio PO 23027
C.", E.." a 23U2 . 2
MY Carr. FnveY a.4 2e. 2021
Signature (Seal)
i
10-
PETER ALDANA
Reorder
P.O. Box 751
COUNTY OF RIVERSIDE
Riverside, CA 92502-0751
ASSESSOR -COUNTY CLERK -RECORDER
(951)486-7000
.w..rivcoacr.ore
NOTARY CLARITY
Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury
that the notary seal on the document to which this statement is attached reads as
follows:
Name of Notary: 5 ul e
Commission #:
Place of Execution
2 3o ) 751
L a's Ari
Date Commission Expires: J! t,ou&�� N , 2023
Date:
Signature:
Print Name:
ACR 186(Rev. 07/2013)
2
IN
Rat
Available in Alternate Formats
EXHIBIT "C" TO REGULATORY AGREEMENT
Unit Unit Type
Description
227 V23.32UU
3 Bedroom 2 Bath
234 V23.32UU
3 Bedroom 2 Bath
137 V23.2hW
2 Bedroom 2 Bath
108 V23.2hDU
2 Bedroom 2 Bath
133 V23.11DU
1 Bedroom 2 Bath
103 V23.22VU
2 Bedroom 1 Bath Very Low Income
230 V23.32UU
3 Bedroom 2 Bath
110 V23.22DU
2 Bedroom 2 Bath
123 V23.32DU
3 Bedroom 2 Bath
243 V23.22UU
2 Bedroom 2 Bath
119 V23.320U
3 Bedroom 2 Bath
235 V23.22VU
2 Bedroom 1 Bath Very Low Income
134 V23.32DU
3 Bedroom 2 Bath
248 V23.22VU
2 Bedroom 1 Bath Very Low Income
129 V23.11DU
1 Bedroom 2 Bath
220 V23.11uu
1 Bedroom 2 Bath
221 V23.11UU
1 Bedroom 2 Bath
250 V23.2hVU
2 Bedroom 1 Bath Very Low Income
124 V23.11VU
2 Bedroom 1 Bath Very Low Income
210 V23.22VU
2 Bedroom 1 Bath Very Low Income
244 V23.2hUU
2 Bedroom 2 Bath
NTV = voluntary notice to vacate provided
rat qualified = did not succesfrly recertify
skipped = vacated voluntarily without notice
UnitRent Days Vacant Reason for Vacating
1,760.00
366 skipped
1,760.00
269 skipped
1,584.00
240 not qualified
1,584.00
218 NTV - have notice
1,408.00
214 NTV - have notice
990
214 Eviction
1,760.00
214 not qualified
1,584.00
204 NTV - have notice
1,760.00
188 not qualified
1,422.00
177 NTV - have notice
1,760.00
174 Eviction
990
168 not qualified
1,760.00
165 NTV - have notice
990
l5o not qualified
1,408.00
136 not qualified
1,408.00
122 NTV - have notice
1,408.00
122 NTV - have notice
990
121 not qualified
880
94 NTV - have notice
990
94 NTV - have notice
1,584.00
93 NTV - have notice
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Jeff Ballinger, City Attorney
2023-0111563
04/19/2023 11:46 fill Fee: $ 0.00
Page 1 of 14
Recorded in official Records
County of Riverside
Peter AWars
Assessor -County Clerk -Recorder
11 611?I�k�k�l�lllll
(Space Above This Line for Recorder's Office Use Only)
This document is recorded at the request and for the benefit
of the City of Palm Springs and is exempt from the payment of a
recording fee pursuant to Government Code section 27383.
AMENDMENT NO. 1 TO REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS
THIS AMENDMENT NO.1 TO REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS ("Amendment No. 1") is made
and entered into as of f I inttrGk 9 1. 2023 ("Effective Date"), by and between the CITY
OF PALM SPRINGS a charter city and municipal corporation (the "City" or "Successor
Agency"), as the successor agency to the Palm Springs Community Redevelopment Agency, a
public body corporate and politic (the "Former Redevelopment Agency'), and 2990
TAHQUITZ CANYON WAY LP, a Delaware limited partnership (the "Owner").
RECITALS:
A. On September 28, 1993, Corporate Fund for Housing, a
California nonprofit public benefit corporation (the "Original Owner"), and the
Former Redevelopment Agency entered into a Regulatory Agreement and
Declaration of Covenants and Restrictions (the "Regulatory Agreement"),
recorded in the Official Records of the County of Riverside ("Official
Records") as Document No. 382201 on September 30, 1993. The Regulatory
Agreement affects certain real property located at 2890 East Tahquitz Canyon
Way in the City of Palm Springs, County of Riverside, State of California
("Property').
B. The Original Owner assigned all of its rights, title and interest in
the Regulatory Agreement to Tahquitz Housing Associates, LP, a California
limited partnership ("Tahauitz Associates"), pursuant to that certain
Assignment and Assumption of Loan Documents and the Regulatory Agreement
dated as of December 15, 2008 and recorded in the Official Records on
December 19, 2008 as Document No. 2008-0663042.
C. Tahquitz Associates assigned all of its rights, title and interest in
the Regulatory Agreement to Owner pursuant to that certain Assignment and
Assumption of Regulatory Agreement and Declaration of Restrictive Covenants
1-
dated as of February 3, 2022 and recorded that same day in the Official Records
as Document No. 2022-0059021.
D. The Successor Agency is a public body corporate and politic,
organized and operating under Parts 1.8 and 1.85 of Division 24 of the California
Health and Safety Code, and the successor to the Former Redevelopment
Agency of the City of Palm Springs that was previously a community
redevelopment agency organized and existing pursuant to the Community
Redevelopment Law, Health and Safety Code section 33000, et seq.
E. Assembly Bill xl 26 ("AB x1 26") chaptered and effective on
June 27, 2011 added Parts 1.8 and 1.85 to Division 24 of the California Health
& Safety Code and which laws were modified, in part, and determined
constitutional by the California Supreme Court in California Redevelopment
Association, et al. v. Ana Matosantos, et al., Case No. S 194861 ("Matosantos"),
which laws and court opinion caused the dissolution of all redevelopment
agencies and the winding down of the affairs of the former redevelopment
agencies; thereafter, such laws were amended further by Assembly Bill 1484
("AB 1484") that was chaptered and effective on June 27, 2012 and by Senate
Bill 107 ("SB 107") that was chaptered and effective on September 22, 2015
(together, AB xl 26, Matosantos, AB 1484 and SB 107 are referred to as the
"Dissolution Laws"). All statutory references herein are to the Health and Safety
Code of the Dissolution Laws unless otherwise stated.
F. As of February 1, 2012, the Former Redevelopment Agency was
dissolved pursuant to the Dissolution Laws. As a separate public entity,
corporate and politic, the Successor Agency now administers the enforceable
obligations of the Former Redevelopment Agency and otherwise unwinds the
Former Redevelopment Agency's affairs.
G. The City is a charter city and municipal corporation organized
and operating under the laws of the State of California.
H. On January 4, 2012, the City Council approved a resolution
authorizing the City to become the successor to the Agency and assume all
rights, powers, obligations, assets, and duties associated with housing activities
in accordance with Cal. Health and Safety Code §34176.
I. The City and Owner desire to modify and extend until September
1, 2026 the Regulatory Agreement as set forth in this Amendment No. 1. Upon
the termination of the Regulatory Agreement on September 1, 2026, all
restrictions upon the use and operation of the Project and all its dwelling units
imposed by the Regulatory Agreement and Regulatory Agreement and
Declaration of Restrictive Covenants dated as of September 1, 1993, as
amended, made with the Former redevelopment Agency and/or the City (the
"Bond Regulatory Agreement"), including all rental rate restrictions, shall fully
and automatically cease to exist and rental rates for the Project and all its
dwellings may be increased to market rate.
-2-
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
herein by reference, and for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the City and Owner hereby agree as follows:
1. Definitions. Section 1.9 of the Regulatory Agreement is hereby
amended and restated in its entirety as follows:
1.9 "Oualified Project Period" - means the period starting with the
recordation of the Certificate of Completion and ending on September 1, 2026.
2. Definitions. Section 1.13 is hereby added to the Regulatory
Agreement as follows:
1.13 "CW" means the City of Palm Springs, a charter city and municipal
corporation organized and operating under the laws of the State of California,
the successor agency to the Agency.
3. Definitions. Section 1.14 is hereby added to the Regulatory
Agreement as follows:
1.14 "Ri tsize" - means to relocate to a smaller unit within the Project
appropriate to the tenant's family size, without violating any state or local
occupancy requirements or regulations
4. Definitions. Section 1.15 is hereby added to the Regulatory
Agreement as follows:
1.15 "Voluntarily or Freely Vacant" - means a unit that becomes vacant for
any of the following reasons: (i) voluntarily by the tenant; (ii) due to an eviction
based on non-payment of rent; (iii) due to an eviction related to tenant not being
eligible or failing to recertify as a Low Income Tenant under Section 3(c) of this
Regulatory Agreement; or (iv) due to a tenant opting to Rightsize under Section
3(a)(4) of this Regulatory Agreement.
5. Residential Rental Property. Section 2 of the Regulatory
Agreement, excluding Sections 2(a)-2(g), which remain unchanged, is hereby
amended and restated as follows:
The Developer hereby acknowledges and agrees that, until the expiration of the
Qualified Project Period, all dwelling units in the Project not exempted from the
restrictions of this Regulatory Agreement under the paragraphs below shall be
rented such that, to the best of Developer's ability, forty percent (40%) of such
units shall be made available to Very Low Income Tenants and sixty percent
(60%) of such units shall be made available to Low Income Tenants.
The units determined to be Voluntarily and Freely Vacant as of March 9, 2023,
listed in Exhibit 5, attached hereto and incorporated by reference herein, are fully
exempt from the monthly rent restrictions imposed by this Regulatory
591
Agreement or the Bond Regulatory Agreement, but not from any other
restrictions of this Regulatory Agreement or Bond Regulatory Agreement.
Notwithstanding the first paragraph in Section 2 above, when any unit becomes
Voluntarily or Freely Vacant, all restrictions on monthly rent for such unit, but
for no other purposes, imposed by this Regulatory Agreement or the Bond
Regulatory Agreement shall fully cease to exist. Prior to any such termination of
rental rate restrictions for a unit, City shall have the right to verify the unit
became Voluntarily and Freely Vacant in compliance with this Amendment No.
1 and all applicable state and local laws and ordinances. For purposes of City's
verification, Developer shall submit a move -out report to City within ten (10)
days following vacation of a unit. City shall have fifteen (15) days following its
receipt of the move -out report to provide written notice to Developer approving
or disapproving the status of the unit as Voluntarily and Freely Vacant. If City
fails to deliver notice of its approval or disapproval, City shall be deemed to have
approved the status of the unit as Voluntarily and Freely Vacant. In the event the
parties are unable to resolve, in good faith, the disputed status of a unit within
ninety (90) days following Developer's receipt of City's disapproval notice, the
parties shall submit the dispute to binding arbitration, to be held in the Coachella
Valley and conducted pursuant to the Commercial Arbitration Rules of the
American Arbitration Association.
Upon the termination of the Qualified Project Period on September 1, 2026, all
restrictions upon the use and operation of the Project and all its dwelling units
imposed by this Regulatory Agreement and the Bond Regulatory Agreement,
including all rental rate restrictions, shall fully and automatically cease to exist,
and rental rates for the Project and all its dwelling units shall be permitted to
increase to market rental rates, subject to any restrictions under then applicable
state law.
When a unit becomes exempt from the restrictions imposed by this Regulatory
Agreement or the Bond Regulatory Agreement as provided by the paragraphs
above, the initial unrestricted rental rate set by Developer, be it for a previous
tenant under a new lease or a new tenant, shall not be subject to Palm Springs
Municipal Code chapters 4.02, 4.04 and 4.08 ("Rent Control'). During the
Qualified Project Period, subsequent establishment of initial rental rates and any
increases to existing rental rates for each unit are subject to Rent Control and
other applicable law.
6. Very Low Income and Low Income Tenants: Section 3(a),
excluding Sections 3(a)(2) and 3(a)(3), which remain unchanged, of the
Regulatory Agreement is hereby amended and restated in its entirety and Section
3(a)(4) is hereby added as follows:
(a) During the Qualified Project Period:
-4-
(1) Forty percent (40%) of the units in the Project not exempted from the
restrictions of this Regulatory Agreement by Section 2 above shall be designated
as Very Low Income Units and shall be continuously occupied by Very Low
Income Tenants. Sixty percent (60%) of the units in the Project not exempted
from the restrictions of this Regulatory Agreement by Section 2 above shall be
designated as Low Income Units and shall be continuously occupied by Low
Income Tenants. Such Very Low Income Units and Low Income Units shall be
distributed throughout the Project, be of comparable quality as the exempt units,
and to the best of Developer's ability, offer a number of bedrooms and range of
sizes proportionate to that found in the total units in the Project. Any reasonable
deviation from the required 40%60% split between Very Low Income Units
versus Low Income Units resulting from permitted exemptions pursuant to
Section 2 above shall not be a violation of this Regulatory Agreement.
(4) Developer may request that tenants in Low Income Units and Very Low
Income Units opt to Rightsize if units with the appropriate number of bedrooms
for the household size, in accordance with Sections 3(a)(2) and 3(a)(3) of this
Regulatory Agreement, are available. Notwithstanding anything to the contrary
in this Regulatory Agreement, the monthly rent for any tenant that opts not to
Rightsize may be increased to the maximum permitted amount for a Very Low
Income Unit or Low Income Unit, as applicable, under Sections 3(a)(2) and
3(a)(3) of this Regulatory Agreement, and such increase shall not be subject to
Rent Control. Any tenant that opts to Rightsize will be assessed a new rental
payment based on the size of the new, smaller unit and, during the Qualified
Project Period, in compliance with the terms of this Regulatory Agreement.
Developer shall be solely responsible for payment of all costs, expenses, and
payments required to be made or incurred pursuant to any and all applicable
relocation laws and regulations, including, without limitation, the relocation
obligations of the California Relocation Assistance Act, Government Code
Section 7260, et seq. and the implementing regulations thereto set forth in Title
25, Section 6000, et seq. of the California Code of Regulations.
A unit occupied by a Very Low Income Tenant or a Low Income Tenant who at
the commencement of the occupancy is a Very Low Income Tenant or a Low
Income Tenant, respectively, shall be treated as occupied by a Very Low Income
Tenant or a Low Income Tenant, respectively, until a recertification of such
tenant's income in accordance with Section 3(c) below demonstrates that such
tenant no longer qualifies as a Very Low Income Tenant or a Low Income
Tenant. A unit previously occupied by a Very Low Income Tenant or a Low
Income Tenant and then vacated shall be considered occupied by a Very Low
Income Tenant or a Low Income Tenant until reoccupied.
7. Very Low Income and Low Income Tenants: Section 3(c) of
the Regulatory Agreement is hereby amended and restated in its entirety as
follows:
-5-
(c) Immediately prior to the first anniversary date of the occupancy of a Very
Low Income Unit or Low Income Unit by one or more Very Low Income
Tenants or Low Income Tenants, respectively, and on each anniversary date
thereafter, the Developer shall recertify the income of the occupants of such Very
Low Income Unit or Low Income Unit by obtaining a completed Income
Computation and Certification based upon the current income of each occupant
of the unit. In the event the recertification demonstrates that such household's
income exceeds one hundred forty percent (140%) of the income at which such
household would qualify as Very Low Income Tenants or Low Income Tenants,
such household will no longer qualify as a Very Low Income Tenant or Low
Income Tenant; provided that, however, if the occupants were qualified as Very
Low Income Tenants, then the occupants will be qualified as Low Income
Tenants, if the occupants satisfy the requirements specified in Section 3(a)(3)
above upon recertification. If the occupants do not qualify as Low Income
Tenants, then the lease shall not be renewed and said occupants shall be required
to vacate the unit upon the expiration of the lease. Developer shall provide the
City with a copy of each such recertification with the next submission of
Certificate of Continuing Program Compliance pursuant to Section 3(d).
8. Compliance With Ordinances: Section 5.1 of the Regulatory
Agreement is hereby amended and restated in its entirety as follows:
5.1 Declarant shall comply with all ordinances, regulations and standards of
the City that are applicable to the Property. As provided in Section 2, however,
the initial unrestricted rental rates set by the Developer following unit exemption
shall not be subject to Rent Control. Increases to the amount of monthly rent as
permitted by Section 3(a)(4) for refusal to Rightsize shall not be subject to Rent
Control.
9. Good Faith Negotiations. After expiration of the Qualified
Project Period, Successor Agency or City may request that Owner negotiate in
good faith with regard to the consideration to be paid by Successor Agency or
City in order to extend affordable restrictions on any units in the Project beyond
the expiration of the Qualified Project Period. In entering into such good faith
negotiations, no party is or will be deemed to have agreed to any such extension
or the price to be paid for any such extension as to any Unit unless such an
agreement is made in writing and executed by all parties.
10. Settlement. Each of the parties acknowledges that this
Amendment No. I is for settlement purposes and relates to the avoidance of the
fees, costs, expenses, and risks associated with the litigation of potential claims
and defenses and the preclusion of any potential actions described herein.
Therefore, the parties agree that this Amendment No. 1 is not to be treated or
construed, at any time or in any manner whatsoever, as an admission by any
party of wrongdoing, fault, violation of law, or liability of any kind, as of the
Effective Date, of any allegations or claims arising out of or connected to the
0
Project, the Regulatory Agreement, or Palm Springs Municipal Code chapters
4.02, 4.04,and 4.08.
a. Except as set forth in this Amendment No. 1, Owner, on behalf of itself
and its successors and assigns, releases City and its council members, officials, officers,
employees, attorneys, contractors, agents, and representatives from any and all claims,
demands, liabilities, obligations, costs, expenses, fees, actions, or causes of action that
Owner has or had, as of or prior to the Effective Date, out of or connected to the Project,
the Regulatory Agreement, or the implementation, enforcement, or other application of
the Palm Springs Municipal Code chapters 4.02, 4.04, and 4.08, whether known,
unknown, or suspected.
b. Except as set forth in this Amendment No. 1, City releases Owner and
its managers, members, officers, employees, contractors, agents, and representatives,
from any and all claims, demands, liabilities, obligations, costs, expenses, fees, actions,
or causes of action that City has or had, as of or prior to the Effective Date, arising out
of or connected to the Project or the Regulatory Agreement, whether known, unknown,
or suspected.
C. California Civil Code Section 1542. Contingent upon the full completion
of the terms of this Amendment No. 1, it is the intention of the parties that the mutual
release made herein shall be effective as a bar to all actions, causes of action, obligations,
costs, expenses, attomy's fees, damages, losses, claims, liabilities, and demands of any
character, nature, and kind, known or unknown, suspected or unsuspected, as of or prior
to the Effective Date, regarding the subject matter of this Amendment No. 1; in
furtherance of which intention the parties expressly waive any and all right and benefit
conferred upon them by the provisions of Section 1542 of the California Civil Code,
which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY."
City
Owner
The parties hereby acknowledge that the foregoing waiver of the provisions of
Section 1542 of the California Civil Code was bargained for separately. The parties
expressly agree that the release provision herein contained shall be given full force and
effect in accordance with each and all of the express terms and provisions herein,
including but not limited to those terms and provisions relating to unknown or
unsuspected claims, demands, and causes of action hereinabove specified. The parties
specifically agree to assume the risk of the subsequent discovery or understanding of
ere
any matter, fact, or law which if now known or understood would in any respect have
affected this Amendment No. 1
11. Except as otherwise expressly provided in this Amendment No.
1, all of the terms and conditions of the Regulatory Agreement shall remain in
full force and effect.
12. In the event of any action between City and Owner seeking
enforcement of any of the terms and conditions to this Amendment No. 1, the
prevailing party in such action shall be awarded, in addition to damages,
injunctive or other relief, its reasonable costs and expenses, including without
limitation its expert witness fees and reasonable attorney's fees.
13. This Amendment No. 1 shall be construed according to its fair
meaning and as if prepared by both parties hereto.
14. This Amendment No. 1 shall be governed by the laws of the State
of California and any question arising hereunder shall be construed or
determined according to such law. The Superior Court of the State of California
in and for the County of Riverside shall have exclusive jurisdiction of any
litigation between the parties concerning this Amendment No. 1.
15. This Amendment No. 1 may be executed in counterparts, each of
which, when this Amendment No. 1 has been signed by all the parties hereto,
shall be deemed an original, and such counterparts shall constitute one and the
same instrument.
16. The person(s) executing this Amendment No. 1 on behalf of each
of the parties hereto represent and warrant that (i) such party is duly organized
and existing, (ii) they are duly authorized to execute and deliver this Amendment
No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1 such
party is formally bound to the provisions of this Amendment No. 1, and (iv) the
entering into this Amendment No. 1 does not violate any provision of any other
agreement to which such party is bound.
FT
IN WITNESS WHEREOF, the City and Owner have executed this Amendment No. 1
to Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized
representative on the date first written above.
"CITY"
CITY OF PALM SPRINGS,
a charter city aV municipal co poration
By: / 5c-.i+ C . eS
Date: ?i z-3 , 20213
ATTEST: 0
By:
Sre�wla Prce,
C,*- GlerK
APPROVED AS TO FORM:
BEST BEST & KRIEGER, LLP
By: <2w,)� /
Je�Bal m e
City Attorney
APPROVED BY CITY COUNCIL
3-q ;2oz3 Ljtt l . G A1032
9-
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of Riyersiae, )
On Warck 23 r :1023, before me, rev,+ RAb• , �JO+ixXq P"IiC,
personally appeared ±: e+ - C. S+r k5 , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
BRENi RASi
WITNESS my hand and official seal. Nocayvuhrio California
_ Riverside County 0
Commission R 23983e7
My Comm. Expires Mar 24, 2026
Signature (Seal)
-10-
IN WITNESS WHEREOF, the City and Owner have executed this Amendment No. 1
to Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized
representative on the date first written above.
"OWNER"
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware limited liability company,
its Adminissttrnati_ve- General Partner
By:
Elizabeth Magins
Authorized Signatory
Date: N�/lyd�` 3 , 202.
11-
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of 'U AAA) 1
On M44 I fhll , before me, MN i6 WfUU iNO�M Qu�W(
personally appeared fikfuutfM 1-10.ty V , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
---- h L (AM
�. I
Signature (Seal)
-10-
PETER ALDANA R
P.00.. BBoxox 751
COUNTY OF RIVERSIDE Riverside, CA 92502-0751
ASSESSOR -COUNTY CLERK -RECORDER (951)486-7000
www.rivcoacr.ore
NOTARY CLARITY
Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury
that the notary seal on the document to which this statement is attached reads as
follows:
Name of Notary: Sln�el Ka.(Il(;`
Commission #: 2 -2.a 0 2-75 l
Place of Execution:
Date Commission Expires: UI U,6+ 2 `9 , 202 3
Date:
Signature:
Print Name:
ACR 186 (Rev. 07/2013)
Available in Alternate Formats
Unit Unit Type
Description
227 V23.32UU
3 Bedroom 2 Bath
234 V23.321.11.1
3 Bedroom 2 Bath
137 V23.2hDU
2 Bedroom 2 Bath
108 V23.2hDU
2 Bedroom 2 Bath
133 V23.11DU
1 Bedroom 2 Bath
103 V23.22VU
2 Bedroom 1 Bath Very Low Income
230 V23.32UU
3 Bedroom 2 Bath
110 V23.22DU
2 Bedroom 2 Bath
123 V23.32DU
3 Bedroom 2 Bath
243 V23.22UU
2 Bedroom 2 Bath
119 V23.321U
3 Bedroom 2 Bath
235 V23.22VU
2 Bedroom 1 Bath Very Low Income
134 V23.32DU
3 Bedroom 2 Bath
248 V23.22VU
2 Bedroom 1 Bath Very Low Income
129 V23.11DU
1 Bedroom 2 Bath
220 V23.iiuu
1 Bedroom 2 Bath
211 v23.11UU
1 Bedroom 2 Bath
250 V23.2hVU
2 Bedroom 1 Bath Very Low Income
124 V23.IIVU
2 Bedroom 1 Bath Very Low Income
210 V23.22VU
2 Bedroom 1 Bath Very Low Income
244 V23.2hUU
2 Bedroom 2 Bath
NTV = voluntary notice to vacate provided
not qualified = did not succesfuly recertify
skipped = vacated voluntarily without notice
Unit Rent Days Vacant Reason for Vacating
1,760.00
366 skipped
1,760.00
269 skipped
1,584.00
24o not qualified
1,5B4.00
218 NTV - have notice
1,408.00
214 NTV - have notice
990
214 Eviction
1,760.00
214 not qualified
1,594.00
204 NTV - have notice
1,760.00
188 not qualified
1,422.00
177 NTV - have notice
1,760.00
174 Eviction
990
168 not qualified
1,760.00
165 NTV - have notice
990
15o not qualified
1,408.00
136 not qualified
1,408.00
122 NTV - have notice
1,408.00
122 NTV - have notice
990
121 not qualified
880
94 NTV - have notice
990
94 NTV - have notice
1,584.00
93 NTV - have notice
Raording Requested By:
Feat American Title Insurance Company
National Commercial Services, Ontario, CA
NCB,-qi�7 ctrizo-5-fv
PLEASE COMPLETE THIS INFORMATION
RECORDING REQUESTED BY:
First American Title Insurance Company
AND WHEN RECORDED MAIL TO:
AND MAIL TAX STATEMENTS TO:
Housing Authority of the
City of Palm Springs
P.O. Box 2743
Palm Springs, CA 92263
DOC # 2022-0059022
02/03/2022 04:46 PM Fees: $97.00
Page 1 of 16
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
-This document was electronically submitted
to the County of Riverside for recording"
Receipted by: DEYANIRA #293
Space above this line for recorder's use only
ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS
Title of Document
AIW: Set— /y3 —ooy— S'
TRA: 011-003
DT7: 0.00
Exemption reason declared pursuant to Government Code 27388.1
❑ This document is a transfer that Is subject to the Imposition of documentary transfer tax.
❑ This is a document recorded in connection with a transfer that is subject to the Imposition
of documentary transfer tax.
Document reference: CONCURRENTLY HEREWITH
❑ This document Is a transfer of real property that is a residential dwelling to an owner -
occupier.
This is a document recorded in connection with a transfer of real property that Is a
residential dwelling to an owner -occupier.
Document reference:
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3.00 Additional Recording Fee Applies)
ACR 238 (Rev. 0112018) Available In Alternate Fomiats
Recording Requested By.
First American Title Insurance Company
National Commercial services, Ontario, CA
0C;—C! j ClC1Zo-5ftI
PLEASE COMPLETE THIS INFORMATION
RECORDING REQUESTED BY:
First American Title Insurance Company
AND WHEN RECORDED MAIL TO:
AND MAIL TAX STATEMENTS TO:
Housing Authority of the
City of Palm Springs
P.O. Box 2743
Palm Springs, CA 92263
Space above this line for recorders use only
ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS
Title of Document
Aiw: Soz-- iy3 -ooy- f
011-003
DTT: 0.00
Exemption reason declared pursuant to Government Code 27388.1
This document is a transfer that is subject to the imposition of documentary transfer tax.
This is a document recorded in connection with a transfer that is subject to the imposition
❑
of documentary transfer tax.
Document reference: CONCURRENTLY HEREWITH
❑ This document is a transfer of real property that is a residential dwelling to an owner -
occupier.
This is a document recorded in connection with a transfer of real property that is a
Elresidential dwelling to an owner -occupier.
Document reference:
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3.00 Additional Recording Fee Applies)
ACR 238 (Rev. 01/2018, Available r) Alternale Formals
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Housing Authority of the City of Palm Springs
City Clerk
PO Box 2743
Palm Springs, CA 92263
[SPACE ABOVE THIS LINE FOR RECORDER'S USE]
ASSIGNMENT AND ASSUMPTION
OF
REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
This Assignment and Assumption of Regulatory Agreement and Declaration of
Restrictive Covenants ("Assignment"), is entered into as of February 3, 2022 (the "Effective
Date"), by and among TAHQUITZ HOUSING ASSOCIATES, LP, a California limited
partnership ("Assignor"), 2990 TAHQUITZ CANYON WAY LP, a Delaware limited
partnership ("Assignee"), and the HOUSING AUTHORITY OF THE CITY OF PALM
SPRINGS, a public body, corporate and politic (the "Authority"), with reference to the
following:
A. WHEREAS, Assignor is the owner of that certain multifamily housing
development located on that certain real property located in Riverside County, California as
described on Exhibit A attached hereto (the "Project").
B. WHEREAS, Authority, Corporate Fund for Housing, a California nonprofit
public benefit corporation (the "Previous Owner") and Seattle -First National Bank, as trustee,
were parties to that certain Regulatory Agreement and Declaration of Restrictive Covenants (the
"Initial Regulatory Agreement") dated as of September 1, 1993 and recorded in the official
records of Riverside County (the "Official Records") on September 30, 1993 as Document No.
382200.
C. WHEREAS, the Initial Regulatory Agreement was executed in connection with
the issuance of $3,380,000 of those certain Housing Authority of the City of Palm Springs
Multifamily Housing Mortgage Revenue Bonds (Tahquitz Court Apartments) (the "Bonds"),
which Bonds were issued on September 1, 1993 (the "Issue Date").
D. WHEREAS, the Initial Regulatory Agreement was modified by that certain
Modification of Regulatory Agreement by and among the Previous Owner, the Assignor, and the
Authority, dated December 15, 2008 and recorded in the Official Records on December 19, 2008
as Document No. 2008-0663040 (the "First Modification"), pursuant to which the Authority (i)
approved the transfer of the Project to Assignor, (ii) permitted ownership of the Project by a
limited partnership with a managing general partner that is a Qualifying Section 501(c)(3)
Organization, and (iii) incorporated the terms of a rider to the Initial Regulatory Agreement by
the Federal Home Loan Mortgage Company ("Freddie Mac" and the rider, the "Freddie Mac
50268440.3
Rider") in connection with Previous Owner's loan of $4,326,000 from Capmark Bank and
Freddie Mac.
E. WHEREAS, the Previous Owner (i) transferred all of its rights, title and interest
in the Project to the Assignor and (ii) assigned the Initial Regulatory Agreement, as modified by
the First Modification to the Assignor pursuant to that certain Assignment and Assumption of
Regulatory Agreement by and between the Previous Owner and the Assignor, dated as of
December 15, 2008 and recorded in the Official Records on December 19, 2008 as Document
No. 2008-0663043 (the "First Assignment").
F. WHEREAS, the Initial Regulatory Agreement was further modified by that
certain Second Modification of Regulatory Agreement by and between Assignor and the
Authority dated as of April 10, 2012 and recorded in the Official Records on April 12, 2012 as
Document No. 2012-0166753 (the "Second Modification" and together with the Initial
Regulatory Agreement, the First Modification and the First Assignment, the "Regulatory
Agreement").
G. WHEREAS, the Previous Owner transferred all of its rights, title and interest in
the Project to the Owner, and the Owner is the current fee owner of the Project.
H. WHEREAS, the Bonds have been redeemed and paid in full, and as of the date
hereof no Bonds are outstanding.
I. WHEREAS, Assignor wishes to sell the Project to Assignee concurrently
herewith, and Assignor wishes to assign all of its right, title, and interest in and to, and all of its
obligations under, the Regulatory Agreement, and Assignee wishes to assume all of the
Assignor's right, title, and interest in and to, and all of Assignor's obligations under the
Regulatory Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Terms. Terms not defined herein shall have the meaning ascribed to them in the
Regulatory Agreement.
2. Assignment of Agreement. As of the Effective Date, Assignor hereby assigns to
Assignee all of its right, title, and interest, and its obligations and liabilities under the Regulatory
Agreement.
3. Assumption. Assignee hereby accepts such assignment effective as of the
Effective Date, and assumes and agrees to perform all of Assignor's liabilities, obligations,
covenants, agreements, terms, provisions, and conditions under the Regulatory Agreement to the
extent accruing from and after the Effective Date.
4. Representations of Parties. Each of the Assignor and the Assignee represents,
each with respect only to itself, as of the date hereof, as follows:
2
50288"0.3
(a) It is duly organized and existing under the laws of the jurisdiction of its
organization, with full power and authority to execute and deliver this Assignment, to enter into
the transactions contemplated hereby and to perform all the duties and obligations to be
performed by it hereunder;
(b) It has duly authorized this Assignment and the transactions contemplated
hereby and the performance of all the duties and obligations to be performed by it hereunder by
all necessary governmental, corporate and/or partnership action;
(c) It has duly executed and delivered this Assignment and this Assignment
constitutes its valid, legal and binding obligation enforceable against it in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws or
equitable principles relating to or limiting creditors' rights generally; and
(d) The execution and delivery of this Assignment and the performance of the
transactions on its part contemplated hereby will not violate any agreement by which it is bound
or to which it or any of its assets are affected, or its organizational documents or any statute,
regulation, rule, order, or judgment applicable to it.
5. Release of Assignor. The Authority and the Assignee hereby agree that from and
after the Effective Date, Assignee shall be released from all obligations, duties, and liabilities
arising under the Regulatory Agreement after the Effective Date.
6. Qualified Proiect Period. The Qualified Project Period shall terminate thirty (30)
years from the Issue Date on September 1, 2023.
7. Notices. The parties hereto hereby agree that from and after the Effective Date
the address for notices to the "Owner" under the Regulatory Agreement is and shall be as
follows:
2990 Tahquitz Canyon Way LP
4525 Wilshire Blvd., Suite #210
Los Angeles, CA 90010
Attention: Legal Notices
8. Consent. Authority hereby consents to the assignment and assumption set forth in
this Assignment.
9. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the successors and assigns of the respective parties hereto.
10. Miscellaneous.
(a) This Assignment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together, shall constitute one and the same
instrument.
3
50268440.3
(b) This Assignment shall be binding on and inure to the benefit of the respective
successors and assigns of the parties.
(c) The parties agree to execute and deliver all documents required or reasonably
deemed necessary by any party to this Assignment, at the expense of the Assignee.
(d) The terms and conditions contained herein shall not be construed in favor of or
against any party, but shall be construed as if all parties prepared this Assignment.
(e) The "Effective Date" of this Assignment shall be the date it is recorded in the
Official Records.
(f) This Assignment shall be construed and enforced in accordance with and
governed by the laws of the State of California, applicable to contracts made and performed in
California.
[Remainder of page intentionally left blank; signatures on next page]
n
50288440.3
AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF PALM
SPRINGS, a public bond corporate and politic
By: ( &
Name:
Title: Un
Ago3z
ATTEST:
0
50268W.1
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LINC-Tahquitz LLC a California limited liability
company, its aging gen r partner
By:
Retie.cca i . ClaaK, Ru+hart,ard S yr.0 2
By: Tahquitz Associates, LLC, a California limited
liability company, its co -general partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its manager
By: S.R.C. Corp., a Utah corporation, its
manager
By: COUNTERPART
By: Rocky Mountain Engineering, Inc.,
a Utah corporation
By: COUNTERPART
ASSIGNEE:
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware liability company,
its Administrative General Partner
By: COUNTERPART
Elizabeth Hagins,
Its Authorized Representative
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LILAC-Tahquitz LLC a California limited liability
company, its managing general partner
E REM
By: Tahquitz Associates, LLC, a California limited
liability company, its co -general partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its manager
By: S.R.C. Corp., a Utah corporation, its
manager
By:
Skpher, Na rKScn, hu}hu¢�zeo(S,�rw�2
By: Rocky Mountain Engineering, Inc.,
a Utah corporation
By: COUNTERPART
ASSIGNEE:
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware liability company,
its Administrative General Partner
By: COUNTERPART
Elizabeth Hagins,
Its Authorized Representative
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LINC-Tahquitz LLC a California limited liability
company, its managing general partner
MINN 0 ► ��
By: Tahquitz Associates, LLC, a California limited
liability company, its co -general partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its manager
By: S.R.C. Corp., a Utah corporation, its
manager
0
By: Rocky Mountain Engineering, Inc.,
a Utah corpopt an—) /
frRN ry. G,�ct�s�`�
Ru+noQ�zed S�yt�o2
ASSIGNEE:
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware liability company,
its Administrative General Partner
By: COUNTERPART
Elizabeth Hagins,
Its Authorized Representative
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LINC-Tahquitz, LLC, a California limited liability
company, its General Partner
By: LINC Housing Corporation,
a California nonprofit public benefit
corporation, its sole Member and sole
Manager
By:
Name:
Its:
COUNTERPART
By: Tahquitz Associates, LLC, a California limited
liability company, its General Partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its Member
By: S.R.C. Corp., a Utah corporation, its
Manager
By: COUNTERPART
Steve Harmsen, its President
By: Rocky Mountain Engineering, Inc.,
a Utah corporation, its Member
By: COUNTERPART
Ryan B. Evershed, its President
ASSIGNEE:
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware limited liability company,
its Administrative General Partner
By:
Elizabeth Hagins,
its Authorized Representative
S-1
Tahquitz Court: Assignment and Assumption of Housing Authority Regulatory Agmt
50268440
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
QQ� )SS.
COUNTY OF /L/l/CrSi AEG )
On Dee--. .r-' 9 . ���/, before me, /.t 7Z2- a Notary
Public in and for said State, personally appeared, '✓ �s /i • `fo , who proved
to me on the basis of satisfactory evidence to be the person(s) whose name s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
W SS my hand and official seal.
Signature of Notary Publi
-------------
TERRI HINTZ
Notary Public • California
- Riverside County_
` Commission 9 2359495
My Comm. Expires Jun 26, 2025
[SEAL]
Tahquitz Court Assignment and Assumption of Housing Authority Regulatory Agmt
50268440
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTYOF Los ghgtACJ )SS.)
On 5ohLAPr3 19 aOa'J before me,-.-Wt(5on allotary
Public in and foi said State, personally appeared, R c becoot 1= . C Loyk , who proved
to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
R. WIL50N
Notary public - California
^: c Los Angeles County _
Commission a 2253419
My Comm. Expires Aug 10, 2022
[SEAL]
TahquirU Court Assignment and Assumption of Housing Authority Regulatory Agmt
5026e440 1
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
u
STATE OF @0EHF0Fd4I2k )
)SS.
COUNTY OF`Sg#/,ake )
On �/PCPmhPY ;o2dd/,beforeme, Alit 12 _ Aorle-rlsart ,aNotary
Public in and for said State, personally appeared, 4 nkef? _ r msc- N , who proved
to me on the basis of satisfactory evidence to be the person(s) whose name(s) istare subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
ANITA R,
`COMMISSION# 709713
COMM. EXP. 12.17-2023
Tahqudz Court: Assignment and Assumption of Housing Authority Regulatory Agmt
50268440.1
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CAA )
COUNTY OF IVY ))SS.
On �(AAQCAYIA,before me, Z a Notary
Public in and for sai State, personally appeared, who proved
to me on the basis of satisfactory evidence to be the p son(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, execp�ed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of -A {{C�lif�erT is a that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
ignat fNotary Vublic
�vpe}�•, MEGHAN WRIGHT
TARY
IVTAH
OS COMMISSIONS 715034
`9 COMMISSIONS
COMM. DR tt-05-2024
Taliquitz Court: Assignment and Aawmption of Housing Auttodty Regulatory Agml
50268440.1
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
)SS.
COUNTY OF LM )
On �J.hIu 5N ICY before me, �4V , a Notary
Public in and fo said aid State, personally appeared, C t\f who proved
to me on the basis of satisfactory evidence to be the person(s) whosF name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
SULEI"MILLER
WITNESS m hand and official seal. Nera y Peer aloe eta
Y oa •n9 les County
Commbslon + 3303151
'MY COmr.. Earn M4 3+. 30Z7
Signature of Notary Public [SEAL]
Tahquitz Court: Assignment and Assumption of Housing Authority Regulatory Agmt
50268440
EXHIBIT A
LEGAL DESCRIPTION
LOT 15 IN SECTION 13, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, AS
PER MAP OF PALM VALLEY COLONY LANDS, IN THE CITY OF PALM SPRINGS, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, RECORDED IN BOOK 14, PAGE 652 OF MAPS. SAN DIEGO
COUNTY RECORDS.
EXCEPT THE PORTION LYING NORTH OF THE SOUTH LINE OF ENCHANTED HOMES UNIT NO. 1,
RECORDED IN BOOK 34, PAGE 17 OF MAPS, RIVERSIDE COUNTY RECORDS.
SAID PROPERTY IS SHOWN ON RECORD OF SURVEY ENTITLED "RECORD OF SURVEY OF A
PORTION OF LOT 1 OF SECTION 13, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO
MERIDIAN, AS SHOWN BY MAP OF PALM VALLEY COLONY LANDS, AS RECORDED IN BOOK 14,
PAGE 652 OF MAPS SAN DIEGO COUNTY RECORDS" ON FILE IN BOOK 33, PAGE 77. RECORDS OF
SURVEY RIVERSIDE COUNTY RECORDS.
50268440.1
Recording Requested By:
First American Title Insurance Company
National Commercial Services, Ontario, CA
NCS—g5rl-_7 -S (
PLEASE COMPLETE THIS INFORMATION
RECORDING REQUESTED BY:
First American Title Insurance Company
AND WHEN RECORDED MAIL TO:
AND MAIL TAX STATEMENTS TO:
The City of Palm Springs
City Clerk
P.O. Box 2743
Palm Springs, CA 92263
DOC t12022-0059021
02/03/2022 04:46 PM Fees: $94.00
Page 1 of 15
Recorded in Official Records
County of Riverside
Peter Adana
Assessor -County Clerk -Recorder
"This document was electronically submitted
to the County of Riverside for recording"
Receipted by: DEYANIRA #293
Space above this line for recorder's use only
ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS
Title of Document
TRA: 011-ao3
DTT: 0.00
Exemption reason declared pursuant to Government Code 27388.1
This document is a transfer that is subject to the Imposition of documentary transfer tax.
❑ This is a document recorded In connection with a transfer that Is subject to the Imposition
of documentary transfer tax.
Document reference: CONCURRENTLY HEREWITH
❑ This document Is a transfer of real property that is a residential dwelling to an owner -
occupier.
This is a document recorded in connection with a transfer of real property that is a
residential dwelling to an owner -occupier.
Document reference:
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3.00 Additional Recording Fee Applies)
ACR 238 (Rev. 0112018) Available in Alternate Formats
Recording Requested By:
First American Tide Insurance Company
National Commercial Services, Ontario, CA
N cs-q"C722o -S (
PLEASE COMPLETE THIS INFORMATION
RECORDING REQUESTED BY:
First Amerimn Title Insurance Company
AND WHEN RECORDED MAIL TO:
AND MAIL TAX STATEMENTS TO:
The City of Palm Springs
City Clerk
P.O. Box 2743
Palm Springs, CA 92263
Space above this line for recorders use only
ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS
Title of Document
011.003
DTT: 0.00
Exemption reason declared pursuant to Government Code 27388.1
This document is a transfer that is subject to the imposition of documentary transfer tax.
❑ This is a document recorded in connection with a transfer that is subject to the imposition
of documentary transfer tax.
Document reference: CONCURRENTLY HEREWITH
❑ This document is a transfer of real property that is a residential dwelling to an owner -
occupier.
This is a document recorded in connection with a transfer of real property that is a
Elresidential dwelling to an owner -occupier.
Document reference:
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3.00 Additional Recording Fee Applies)
ACR 238 (Rev. 0112018) Available in Altemate Formats
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
The City of Palm Springs
City Clerk
PO Box 2743
Palm Springs, CA 92263
[SPACE ABOVE THIS LINE FOR RECORDER'S USE]
ASSIGNMENT AND ASSUMPTION
OF
REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
This Assignment and Assumption of Regulatory Agreement and Declaration of
Restrictive Covenants ("Assignment'), is entered into as of February 3, 2022 (the "Effective
Date"), by and among TAHQUITZ HOUSING ASSOCIATES, LP, a California limited
partnership ("Assignor"), 2990 TAHQUITZ CANYON WAY LP, a Delaware limited
partnership ("Assignee"), and the CITY OF PALM SPRINGS (the "City"), a municipal
corporation, as successor -in -interest to the Community Redevelopment Agency of the City of
Palm Springs (the "Redevelopment Agency") with reference to the following:
A. WHEREAS, Assignor is the owner of that certain multifamily housing
development located on that certain real property located in Riverside County, California as
described on Exhibit A attached hereto (the "Project').
B. WHEREAS, the City and Corporate Fund for Housing, a California nonprofit
public benefit corporation (the "Previous Owner") were parties to that certain Regulatory
Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement') dated as of
September 28, 1993 and recorded in the official records of Riverside County (the "Official
Records") on September 30, 1993 as Document No. 382201.
C. WHEREAS, the Regulatory Agreement was executed in connection with a loan
from the City to the Previous Owner in the original principal amount of $590,000 (the "Loan"),
which Loan was evidenced by a promissory note (the "Note") and a Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Fling, dated as of September 28, 1993 and
recorded in the Official Records on September 30, 1993 as Document No. 382205 (the "Deed of
Trust," and together with the Note, the "Loan Documents").
D. WHEREAS, the Previous Owner (i) transferred all of its rights, title and interest
in the Project to the Assignor and (ii) assigned the Loan Documents and the Regulatory
Agreement to the Assignor pursuant to that certain Assignment and Assumption of Loan
Documents and the Regulatory Agreement by and among the Previous Owner, the Assignor and
the Redevelopment Agency, dated as of December 15, 2008 and recorded in the Official Records
on December 19, 2008 as Document No. 2008-0663042.
50268441.4
E. WHEREAS, concurrently herewith, Assignor wishes to (i) satisfy the Loan in full,
(ii) sell the Project to Assignee and (iii) assign all of its right, title, and interest in and to, and all
of its obligations under, the Regulatory Agreement and Assignee wishes to assume all of the
Assignor's right, title, and interest in and to, and all of Assignor's obligations under the
Regulatory Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Terms. Terms not defined herein shall have the meaning ascribed to them in the
Loan Documents.
2. Assignment of Regulatory Agreement. As of the Effective Date, Assignor hereby
assigns to Assignee all of its right, title, and interest in and to, and its obligations and liabilities
under the Regulatory Agreement.
3. Assumption. Assignee hereby accepts such assignment effective as of the
Effective Date, and assumes and agrees to perform all of Assignor's liabilities, obligations,
covenants, agreements, terms, provisions, and conditions under the Regulatory Agreement to the
extent accruing from and after the Effective Date. In no event shall Assignee assume any
liability or obligation under the Loan Documents.
4. Representations of Parties. Each of the Assignor and the Assignee represents,
each with respect only to itself, as of the date hereof, as follows:
(a) It is duly organized and existing under the laws of the jurisdiction of its
organization, with full power and authority to execute and deliver this Assignment, to enter into
the transactions contemplated hereby and to perform all the duties and obligations to be
performed by it hereunder;
(b) It has duly authorized this Assignment and the transactions contemplated
hereby and the performance of all the duties and obligations to be performed by it hereunder by
all necessary governmental, corporate and/or partnership action;
(c) It has duly executed and delivered this Assignment and this Assignment
constitutes its valid, legal and binding obligation enforceable against it in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws or
equitable principles relating to or limiting creditors' rights generally; and
(d) The execution and delivery of this Assignment and the performance of the
transactions on its part contemplated hereby will not violate any agreement by which it is bound
or to which it or any of its assets are affected, or its organizational documents or any statute,
regulation, rule, order, or judgment applicable to it.
5. Release of Assignor. The City and the Assignee hereby agree that from and after
the Effective Date, Assignor shall be released from all obligations, duties, and liabilities incurred
under the Regulatory Agreement after the Effective Date.
2
50255441.4
6. Qualified Proiect Period. The Qualified Project Period shall terminate on
September 28, 2023 which is the date that is thirty (30) years from the completion of the Project.
7. Notices. The parties hereto hereby agree that from and after the Effective Date
the address for notices to the "Owner" under the Regulatory Agreement is and shall be as
follows:
2990 Tahquitz Canyon Way LP
4525 Wilshire Blvd., Suite #210
Los Angeles, CA 90010
Attention: Legal Notices
8. Consent. The City hereby consents to the assignment and assumption set forth in
this Agreement.
9. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the successors and assigns of the respective parties hereto.
10. Miscellaneous.
(a) This Assignment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together, shall constitute one and the same
instrument.
(b) This Assignment shall be binding on and inure to the benefit of the respective
successors and assigns of the parties.
(c) The parties agree to execute and deliver all documents required or reasonably
deemed necessary by any party to this Assignment, at the expense of the Assignee.
(d) The terms and conditions contained herein shall not be construed in favor of or
against any parry, but shall be construed as if all parties prepared this Assignment.
(e) The "Effective Date" of this Assignment shall be the date it is recorded in the
Official Records.
(f) This Assignment shall be construed and enforced in accordance with and
governed by the laws of the State of California, applicable to contracts made and performed in
California.
[Remainder of page intentionally left blank; signatures on next page]
3
50268441.4
CITY OF PALM SPRINGS:
THE CITY OF PALM SPRINGS, a municipal
corporation
By: F'
Name:
Title: VAajwag .
A905Z
ATTEST:
0
5025"ai.a
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LINC-Tahquitz LLC a California limited liability
company, it na gle ral partner
By:
Yv>iccc, :F. GIae-K, NA4*wrc4ud Siynoi2
By: Tahquitz Associates, LLC, a California limited
liability company, its co -general partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its manager
By: S.R.C. Corp., a Utah corporation, its
manager
By: COUNTERPART
By: Rocky Mountain Engineering, Inc.,
a Utah corporation
ASSIGNEE:
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware limited liability company,
its Administrative General Partner
By: COUNTERPART
Elizabeth Hagins, it Authorized
Representative
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LINC-Tahquitz LLC a California limited liability
company, its managing general partner
By: COUNTERPART
By: Tahquitz Associates, LLC, a California limited
liability company, its co -general partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its manager
By: S.R.C. Corp., a Utah c rporation, its
manager
),,
By:
,54C�hP.� F}QKY11S?n, p1N�t101(L12�R SIGhu�
By: Rocky Mountain Engineering, Inc., U
a Utah corporation
By: COUNTERPART
ASSIGNEE:
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware limited liability company,
its Administrative General Partner
M.
COUNTERPART
Elizabeth Hagins, it Authorized
Representative
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LINC-Tahquitz LLC a California limited liability
company, its managing general partner
I' 0 N I KIM e 9 0 a IN OR I t
By: Tahquitz Associates, LLC, a California limited
liability company, its co -general partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its manager
By: S.R.C. Corp., a Utah corporation, its
manager
By: COUNTERPART
By: Rocky Mountain EngineerinZInc
a Utah co tion
By:
ASSIGNEE: / 3 FV
Avl4hua'2-fd s15rtufL
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware limited liability company,
its Administrative General Partner
By: COUNTERPART
Elizabeth Hagins, it Authorized
Representative
IN WITNESS WHEREOF, the undersigned have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
TAHQUITZ ASSOCIATES, LP,
a California limited partnership
By: LINC-Tahquitz, LLC, a California limited liability
company, its General Partner
By: LINC Housing Corporation,
a California nonprofit public benefit
corporation, its sole Member and sole
Manager
By:
Name:
Its:
COUNTERPART
By: Tahquitz Associates, LLC, a California limited
liability company, its General Partner
By: Dalton Hydro, LLC, a Vermont limited
liability company, its Member
By: S.R.C. Corp., a Utah corporation, its
Manager
By: COUNTERPART
Steve Harmsen, its President
By: Rocky Mountain Engineering, Inc.,
a Utah corporation, its Member
By: COUNT PA R'T
Ryan B. Evershed, its President
ASSIGNEE:
2990 TAHQUITZ CANYON WAY LP,
a Delaware limited partnership
By: Tahquitz GP LLC,
a Delaware limited liability company,
its Administrative General Partner
By:
Elizabeth ITagins,
its Authorized Representative
S-1
Tahquitz Court: Assignment and Assumption of City Loan Documents
50268441
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF ele ))SS.
On De C• �i �, �D�% , before me, le" Cl a Notary
Public in and for said State, personally appeared, L/-416Y" who proved
to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WI S m ha d official seal.
Signature of Notary Publi�
TERM HIN'2
Notary public • CalHarnla
Riverside County
Commission 9 2359495
My Comm. Expires Jun 26, 2025
Tahqudz Court: Assignment and Assumption of City Regulatory Agreement
5026a441
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
)SS.
COUNTY OF �s An9e1e3 )
On Jantbafy before me. WI1%5c" allotary
Public in and for said State, personally appeared, -9 o6v�cccx 'r. ClwrK who proved
to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS m hand and official seal.
Signature of Notary Public
R. VALSON
Notary public -California
Los Angeles County
` Commission a 2253419
Aty Comm. Expires Aug 10, 2022
[SEAL]
Tahqurtz Court: Assignment and Assumption of City Regulatory Agreement
50268441 4
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF u )
COUNTYOF g)SS.ilt Lce )
On r) PC erv. b r AOL) oLai.21 before me, j YLle k a Notary
Public in and for said State, personally appeared,An V,_ who proved
to me on the basis of satisfactory evidence to be the person(s) whose name(s) istare subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
4/4 h
I certify under PENALTY OF PERJURY under the laws of the State of G&14ferfliathat the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
occoc)99112-17-2023
ANITA R. MORTENSONNO TARYPUBM-STATEOFUAWN8709713Signature of Notary Pub is
Tahquitz Court. Assignment and Assumption of City Regulatory Agreement
50268441.4
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CAL,'IF8it1QIA )
)SS.
COUNTY OF )
On " YAlj P r 1, 141 � () � a" before me, tAo ygayl \)Y t ° o a Notary
Public in and for said State, personally appeared,Avi 6 who proved
to me on the basis of satisfactory evidence to be the p son(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, exX
e instrument.
I certify under PENALTY OF PERJURY under the laws of the State e a that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
LA, 1A J
Signatu &f Notary Pubfi
MEGHAH WRIGHT
3®6 #XARYA&X•STA7EOfUTAM
{ COMMISSIOM*34
COMM. EXP.11-05.2024
TahquBz Court: Assignment and AssumpWn of City Regulatory Agreement
502684414
A Notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
)SS.
COUNTY OF O AK )
On fj � MA 7" , %a , before me, 34ke �f1U/ a Notary
Public in and f�tate, personally appeared, It )0.t who proved
to me on the basis of satisfactory evidence to be the person(s) whose ame(� subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
Tahquitz Court Assignment and Assumption of City Regulatory Agreement
50268"1
SULEIKA MILLER
Notary Public - California E
'i Los Angeles County y
Comm -won a 2302751
My Cox+. EaTres aut 24. 2022
[SEAL]
EXHIBIT A
LEGAL DESCRIPTION
LOT 15 IN SECTION 13, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, AS
PER MAP OF PALM VALLEY COLONY LANDS, IN THE CITY OF PALM SPRINGS, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, RECORDED IN BOOK 14, PAGE 652 OF MAPS. SAN DIEGO
COUNTY RECORDS.
EXCEPT THE PORTION LYING NORTH OF THE SOUTH LINE OF ENCHANTED HOMES UNIT NO. 1,
RECORDED IN BOOK 34, PAGE 17 OF MAPS. RIVERSIDE COUNTY RECORDS.
SAID PROPERTY IS SHOWN ON RECORD OF SURVEY ENTITLED "RECORD OF SURVEY OF A
PORTION OF LOT 1 OF SECTION 13, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO
MERIDIAN, AS SHOWN BY MAP OF PALM VALLEY COLONY LANDS, AS RECORDED IN BOOK 14,
PAGE 652 OF MAPS SAN DIEGO COUNTY RECORDS" ON FILE IN BOOK 33, PAGE 77. RECORDS OF
SURVEY RIVERSIDE COUNTY RECORDS.
APN: 502-143-004-5
50266441.4