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HomeMy WebLinkAboutA8984 - COMMUNITY HOUSING OPPORTUNITIESCOMMHOU-07 CERTIFICATE OF LIABILITY INSURANCE I DA ^;;";w";Y' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riehts to the certificate holder in lieu of such endnreomentlsl R20Ou,ER--'-W ""'" RECEIVED HUB International Insurance Services Inc. 548 W Cromwell Avenue -resno°CA93711 OCT 17 2024 INSURED _ OOF THE CITY Community Housing Opportunities Corporation 5030 Business Center Dr, Suite 260 Fairfield, CA 94534 COVERAGES CERTIFICATF MIIMRFR- RFVISInN MI IMRFR. 20 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Rise TYPE OT WSURANLE ADD SUER POLICY NUMBER POLICY EFT POLICY EXP LNIIR A COMMERCIAL GENERAL LIABIl1TY CLAIMS -MADE [K OCCUR X 75NPO 10115f2024 10115/2025 EACH OCCURRENCE S 1,000,000 DAMAGE TO RENTED S 500,000 rX MED EXP " 20,000 PERSONAL B ADV INJURY f 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: X POLICY X LOC OTHER' GENERALAGGREGATE 2,600,000 PRODUCTS -COMPPOP AGG S 2,000,000.,. AUTOMOBILE LIABILITY ANY AUTO AAUpT�IO�SOONLY SCHEDULED AUTOS PI R ONLY A Il TOS ONLY COMBINED SINGLE LIMIT t BODILY INJURY P S BODILY INJURY emieerX PRBOPERTV MADE P S $ UMBRELLA lIAB EXCESS LIMB OCCUR CWMSMADE EACH OCCURRENCE S AGGREGATE DED RETENTIONf B WORKERS COMPENSATION Me EMPLOYERS' LIABILITY AApNFY PROPRIETORroARTNERIEXECUTIYE YIN (fYPNIn NN�EXGLUOEO'! Wyysess °"Qa""w.r OESCRIPTKON OF OPERATIONS babr NIA A10001591241 8N/2024 8/1IZ028 X I PER OTH- EI. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE S 1,000,000 E.L. DISEASE - POLICY UMr tA00,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD let, A44WRrul RemMks Sct G , to IdIx.l e4 a. s". b n; M1 ) Re: Monarch Apartments @ 3130 N. Indian Canyon Dr, Palm Springs, CA 92262. APN #501-031-028. City of Palm Springs is named Additional Insured per attached endorsements: CG2026 12193 & NIAC E61 0219 City of Palm Springs Attn: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ACORD 25 (2016/03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 56975 COMMERCIAL GENERAL LIABILITY Named Insured: Community Housing Opportunities Corporation CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Palm Springs ar employees and agents. Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I A. Section II —Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance affordeld to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 12 19 © Insurance Services Office, Inc., 2012 Page 1 of 1 NONPROFITS Named Insured: Community Housing Opportunities Corporation INSURANCE —M ALLIANCE OF CALIFORN IA AHead forInsurance. A HeartforNanprofits. POLICY NUMBER: 56975 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs and their officials, employees and agents. A. Section II —WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section.111-- LIMITS-OF_INSURANCE is amended -to -hid tde: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or NIAC-E61 02 19 Page 1 of 2 NONPROFITS INSURANCE �W ALLIANCE OF CALIFORNIA A Head for Insurance. A Heartfor Nonprofit.. POLICY NUMBER: 2023-63539 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work" (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIAC-E61 02 19 Page 2 of 2 COMMHOU-07 MHEATH r '4 CERTIFICATE OF LIABILITY INSURANCE DATE A 111202a THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . ,NmucER License # 0757776 c rncr Lisa Martinez HUB International Insurance Services Inc.RECEIVED 548 W Cromwell Avenue Suite 101 A Fresno, CA 93711 AUG O 8 2024 MONE IAfy rt4 No, EIAA:, No E-MA ' lisa.martinez2@hubintemational.com INSURERS AFFORDING COVERAGE NAIL 0 INSURER A: Non rofits' Insurance Alliance of California Inc 01184 INa""�D OFFICE OF THE CITY CLERK Community Housing Opportunities Corporation INSURERB:Everest National Insurance Company 10120 INSURER C: INSURER D: _ 6030 Business Center Dr, Suite 260 Fairfield, CA 94534 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOL SUER PODGY NUMBER POL EFF POLICY UP _ LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I —XI OCCUR X 5697SNPO 10/1512023 10/15/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ma 500,000 MED UP one 20,000 PERSONALAADVINJURY 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: X POLICY ❑ za �it LOC OTHER: GENERAL AGGREGATE S 2,000,000 PRODUCTS-COMPIOP AGG S 2,000,000 MOBILEL'ABILITY AUTO OWNED SCHEDIriED AU�T�EO��S ONLY ANUUpTNNO.pSSWWNH��op HIAIR ONLY ANUTOSONLV R COMBINED SINGLE LIMITNY BODILY INJURY Pa S BODILYINJURY Pre Pq*9A S PROPS YI MAGE S UMBRELLA DAB EXCESS WB OCCUR CLAIMS -MANE EACHOCCURRENCE $ AGGREGATE $ DED RETENTIONS B WORKER SC AND EMPLOYERS' LIABILITY ANYMOPRIETORMARTNERIUSCUTIVE YIN (�FFICERMEMBER EXCLUfIEDi (ManEa"in NN) N yes, wsmne under DESCRIPTION OF OPERATIONS nebw NIA OA10001 $91241 8/1/2024 811/2025 X PER OTH- EL EACH ACCIDENT 11000,000 E.L. DISEASEEAEMPLOYMI S 1,000,000 1,000,000 E.L. DISEASE - POLICY UMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACCRD fe1, AEI Remarks ScMU , ma De anaclwd If more spew b regV ) Re: Monarch Apartments @ 3130 N. Indian Canyon Dr, Palm Springs, CA 92262. APFI�#501-031-028. City of Palm Springs is named Additional Insured per attached endorsements: CG2026 12193 8 NIAC E61 0219 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Palm Springs P 9s THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 AUTHORIIZEDREPRESENTATIVE 4 ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 56975 COMMERCIAL GENERAL LIABILITY Named Insured: Community Housing Opportunities Corporation CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ""y "' �""' JJJ""y"" employees and agents. Any person or organization that you are required to add as an -additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II —Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional -insured only -applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 12 19 0 Insurance Services Office, Inc., 2012 Page 1 of 1 NONPROFITS Named Insured: Community Housing Opportunities Corporation INSURANCE }weon ALLIANCE OF CALIFORN 1A A Head for Insurable. A Hocrt for Nonprofits. POLICY NUMBER: 56975 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs and their officials, employees and agents. A. Section II — WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury", "property damage" or personal and advertising injury' caused, in whole or in part, by: a. Your negligent acts or omissions. or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III — LIMITS OF INSURANCE is amended to include: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement- (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below: or NIAC-E61 02 19 Page 1 of 2 NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Headfor Insurance. A Heartfor Nonprofits POLICY NUMBER: 2023-63539 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE. (a) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIAC-E61 02 19 Page 2 of 2 COMMHOU-07 MHEATH MM ,�coRO CERTIFICATE OF LIABILITY INSURANCE r�Jt 1DAT016/D/Y2023 1163 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER License # 0757776 CONTACT Lisa Martinez NAME- _ HUB International Insurance Services Inc. PHONE FAX 548 W Cromwell Avenue A/C, No, Ext : A/C, No): Suite 101 Ea"lA1L . lisa.martinez2@hubintemational.com Fresno, CA 93711 INSURED Community Housing Opportunities Corporation 5030 Business Center Dr, Suite 260 Fairfield, CA 94534 B : Everest National Insurance Comnanv 110120 INSURER F : rn%1C0Ar]CC rGDTICIr ATG Kit 161RCD• DC\/ICIr%KI WI HIAGCD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE E OCCUR X 56975NPO 10/15/2023 10/15/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 500,000 MED EXP (Any oneperson) $ 20,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑ JECT � LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOONLY AUTOS ONLY COMBINdED SINGLE LIMIT $ BODILY INJURY Perperson) $ BODILY BODILY INJURY Per accident POPE AMAGE $ UMBRELLA UAB EXCESS UAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE DED RETENTION$ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) H yes, describe under DESCRIPTION OF OPERATIONS below N / A CAI OOOI591231 8/1/2023 8/1/2024 PER OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE 1'000'000 E.L. DISEASE - POLICY LIMIT 1,000,000' DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Monarch Apartments @ 3130 N. Indian Canyon Dr, Palm Springs, CA 92262. APN #501-031-028. City of Palm Springs is named Additional Insured per attached endorsements: CG2026 12193 & NIAC E61 0219 City of Palm Springs Attn: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 GAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 56975 COMMERCIAL GENERAL LIABILITY Named Insured: Community Housing Opportunities Corporation CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Palm Springs and their officials, employees and agents. Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section If — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. . However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 12 19 © Insurance Services Office, Inc., 2012 Page 1 of 1 NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A. Head.for Insurance, A Heart for Nonprofits. Named Insured: Community Housing Opportunities Corporation POLICY NUMBER: 56975 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs and their officials, employees and agents. A. Section II — WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury', "property dam__age_"_o_r_ _ "personal and advertising injury" caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III — LIMITS OF INSURANCE is amended to include: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or NIAC-E61 02 19 Page 1 of 2 NONPROFITS INSURANCE �■ ALLIANCE'OF CALIFORNIA A Headforinsurance. A Heart for Nonprofits. POLICY NUMBER: 2023-63539 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for ..your work'; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION 1— COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s)_against that "suit". If no other insurer defends, we will undertake to do -so., -but we will_ be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIAC-E61 02 19 Page 2 of 2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Engineer City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, California 92262 APNs: 501-031-028 2021-0725754 12/09/2021 09:12 AM Fee: $ 0.00� Page 1 of 9 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder Space Above This Line For Recorder's Use Only COVENANT AND AGREEMENT REGARDING WATER QUALITY MANAGEMENT PLAN BMP, CONSENT TO INSPE :T, AND INDEMNIFICATION This Agreement Regarding Water Quality Management Plan Best Management Practices, Consent to Inspect, and Indemnification and Covenant Running With the Land ("Agreement") is made on this 54:" day of October, 2021, by and between the CITY OF PALM SPRINGS, a California municipal corporation and charter city ("Covenantee" or "City") and Community Housing Opportunities Corporation, the undersigned property owner ("Covenantor"). RECITALS A. Covenantor is the owner of that certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as, The Monarch Apartment Homes, located at the southeast corner of East San Rafael Drive and North Indian Canyon Drive, Palm Springs, California 92262, more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (APN 501-031-028) ("Property"). City has fee or easement interests in various streets, sidewalks and other property within the City and is responsible for the planning and development of land within the City in such a manner as to provide for the health, safety and welfare of the residents of the City. B. The City is the owner of interests in that certain real property within the City of Palm Springs, County of Riverside, State of California, containing storm drains, pipelines, and related appurtenances constituting the City's municipal separate storm sewer system (the City's "Storm Drain System"). C. Covenantor intends to develop, improve, and/or use the Property in such a way that approval of the City for such development, improvement, and/or use is required pursuant to the applicable laws. D. As a condition for said approval by the City, City required Covenantor, and Covenantor desires to, restrict the use of Property according to the conditions, covenants, equitable servitudes, and restrictions contained herein for the express benefit of the City's Storm Drain System. NOW, THEREFORE, incorporating the foregoing Recitals and in consideration thereof, in consideration of the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and expressly for the benefit of, and to bind, their successors in interest, the parties hereto agree as follows: AGREEMENT 1. Water Quality Management Plan ("WQMP") for Best Management Practices "BMP" Covenantor, and each successive owner of an interest in all or any part of the Property ("Owner(s)") shall, throughout the period of their respective ownership, implement, and fund implementation of the WQMP required for development of the Property, and shall operate and maintain the BMP described therein including, but not limited to, the methods and standards set forth in Section 8.70.100 of the City's Municipal Code, as that Section may be amended from time to time and which is incorporated herein by this reference. The current WQMP, as it may be amended from time to time according to its terms, which is on file with the City of Palm Springs Engineering Division, is incorporated herein by this reference. 2. Compliance with City of Palm Springs Municipal Code and Consent to Inspect Owners shall use and maintain the Property in full compliance with the provisions of Chapter 8.70 of the Palm Springs Municipal Code, as it may be amended from time to time, which is incorporated herein by this reference. Owners hereby consent to inspection of the Property pursuant to Section 8.70.140 of the City's Municipal Code by an inspector authorized by the City Manager, the City Engineer, or their designee, for the purpose for verifying compliance with the provisions of this Agreement, the BMP of the WQMP, and the City's Municipal Code. 3. Indemnification Owners agree to indemnify, defend, and hold harmless the City, its elected officers, employees, agents, and contractors from and against any and all liability, expense, including costs and reasonable legal fees, and claims of damage of any nature whatsoever including, but not limited to, death, bodily injury, personal injury, or property damage arising from or connected with the City inspection of the Property except where such liability, expense, or claim for damage results from the sole negligence or willful misconduct of the City. 4. Rights and Obligations Run With the Land Unless terminated in accordance with Paragraph 5, below, or by law, the rights and obligations of the parties hereunder shall constitute covenants, benefits, burdens, conditions, equitable servitudes, and restrictions which run with the land in perpetuity and which shall be binding upon, and inure to the benefit of, each Owner during its respective period of ownership of all or any part of the Property. 5. Termination of Agreement Upon Termination of WQMP This Agreement and the conditions, covenants, equitable servitudes, and restrictions set forth herein shall terminate upon termination of the WQMP applicable to the Property in accordance with its terms. Upon termination of the WQMP applicable to the Property, the Owner may request that the City execute a recordable document approved by the City approving and acknowledging termination of this Agreement. A recorded document duly executed and acknowledged by the City Engineer of City, or his or her designee, approving termination of this Agreement shall be conclusive evidence of such termination. 6. Enforcement The City may, but shall not be obligated to, enforce this Agreement by a proceeding at law or in equity against any person or persons violating or attempting to violate any condition, covenant, equitable servitude, or restriction provided for herein, either to restrain such violation or to recover damages. The City may also enforce this Agreement pursuant to Section 8.70.140 of the City's Municipal Code, which enforcement remedies are incorporated herein by this reference. 7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings with respect to the subject matter hereof, whether oral or written. Page 3 of 7 8. Severability. If any part of this Agreement is declared by a final decision of a court of competent jurisdiction to be invalid for any reason, such shall not affect the validity of the rest of the Agreement. The other parts of this Agreement shall remain in effect as if this Agreement had been executed without the invalid part. The parties declare that they intend and desire that the remaining parts of this Agreement continue to be effective without any part or parts that have been declared invalid. 9. Counterparts. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 10. Attorneys' Fees. If any party files an action or brings any proceeding against the other arising from this Agreement, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, reasonable attorneys' fees and costs to be fixed by the court. A party not entitled to recover its costs shall not recover attorneys' fees. No sum for attorneys' fees shall be included in calculating the amount of a judgment for purposes of deciding whether a party is entitled to its costs or attorneys' fees. 11. Amendment. No modification, amendment, addition to, or alteration of the terms of this Agreement whether written or verbal, shall be valid unless made in writing, formally approved and executed by the City and the current Owner(s) of the Property, and duly recorded. 12. Authority of Signatories to Agreement. Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement on behalf of the parties for which execution is made. Each party represents and warrants to the other that the execution of this Agreement and the performance of such party's obligations hereunder have been duly authorized and that the agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. [SIGNATURES ON FOLLOWING PAGE1 Page 4 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. ATTEST: By w A ny J Meji , MM City of Pa Spon i y Clerk APPROVED AS TO FORM: By: Jeff B li�er City of Palm Springs / City Attorney CITY OF PALM SPRINGS, a municipal corporation By: \-V� Justin Cli n, ICMA-CKV City of Palm Springs / City Manager "City" RECOMMENDED BY: By: Jo Montalvo City of Palm Springs / City Engineer APPR D AS TO OWPERSHIP & LEGA D SCRIPTIONI , By: Rick Mirj Cityofgs / E gin Bring Associate "COVENANTOR" Co1M►rAuN4-r Rwtift o FPLXL E h-• II i C04fW6V6 Ca V Q � � gnature rn,4Nu A. SOVA- 0J1En Title [Covenantor Signature to be Notarized] Page 5 of 7 ALL-PURPOSECALIFORNIA • •. Ct t.c�ts�..�t�t�<..�t.at�t�t�t.c�t�t.�C�.Ys't..ats�t�t��Y,-�'t�t.a �t�ts�,t�t.�t.at.�t.vn ..� .a�•_.�t� ..�.t.��t�t •.aCs�C�t�t � •. 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 Calif ) County of C) an ir� ) On 7i k before me, Date / Hgre Insert Name and Title of the Officer personally appeared c� nL (Q-�u �� 1 ue, Name(stof Signer(sj who proved to me on the basis of satisfactory evidence to be the persor4(e)-whose name(,B'f is/* subscribed to the within instrument and acknowledged to me that he/she/t�ff executed the same in >is/her/thel—rauthorized capacityWs), and that b Ais/her/tAeir signature(sf on the instrument the persoruK, or the entity upon behalf of which the personKacted, executed the instrument. *my MAR1A KERNAN Notary Public • California Solano County Commission A 2340325 Comm. Expires Dec 14, 2024 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my had d officia eal. f' J Signature gnature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached D current Title or Type of Document: }.z{�tyE� .,r�-� Document Date: D Z( Number of Pages: -7 d Signer's) Other Than Named Above: Capacity(ies) ClIpilined by Signer(s) Signer's Name: ftiiG.G J, 1, deg cW`Corporate Officer — Title(s): _, ,F.O ❑ Partner — ❑ Limited L] General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: _0 ,t4nC_ -Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — D4juRlted [ - General ❑ Individual ❑ AVomey in Fact ❑ Trustee ❑ Guardian Conservator ❑ Other: Signer Is Representing: �:`✓.�✓,.'✓:'+i ✓ '✓.'ri.'✓:�✓,�'✓:�✓',4'✓•+�6�6�✓.'✓i✓�s:�.�:�:�:�:�.:�.S�:V'.��.'� i.'✓S��L�A�.S�f'✓6�:�.'�:'•✓:���' .,i �d.'•✓4"✓0.+ EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Riverside, State of California, described as follows: A PORTION OF THE NORTH -HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. Page 7 of 7 I�41FORN� CITY OF PALM SPRINGS OFFICE OF THE CITY CLERK 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 (760) 323-8204 CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by Water Quality Management Plan BMP Covenant Real property in the City of Palm Springs, County of Riverside, State of California, as described: Land described in Exhibit "A" APN: 501-031-028 Dated: October 5, 2021 From, Community Housing Opportunities Corporation Grantor, to the City of Palm Springs, a municipal corporation and charter city, Grantee, is hereby accepted by the City Clerk of said City of Palm Springs, on this 7t" day of December, 2021, pursuant to authority granted by the City Council of said City, by Resolution No. 20255 made on the 16th day of January, 2002, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 7th day of December 2021. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn.: City Manager Exempt from recording fees pursuant to Government Code Sec. 27383 AFFORDABLE HOUSING REGULATORY AGREEMENT This Affordable Housing Regulatory Agreement (the "Regulatory Agreement'), dated 60w z i g , 2 1 ("Effective Date"), is made by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation (the "City") and COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation ("Developer"). City and Developer shall each individually be referred to as a "Party," and collectively as the "Parties." RECITALS A. Pursuant to that certain Predevelopment, Construction and Permanent Loan Agreement, by and between the City and Developer, dated , 2019 (the "Loan Agreement'), the City has made a loan to Developer for the purposes of predeveloping, developing, constructing, and operating a sixty (60) unit multifamily low-income housing complex on that certain real property that consists of 3.62 acres of vacant land located in the City of Palm Springs, County of Riverside, State of California, as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"). The proposed development of the Property described above and as further described in this Regulatory Agreement is referred to herein as the "Project." Capitalized terms not otherwise defined herein shall have the meaning set forth in the Loan Agreement. B. Under the Loan Agreement, the City has provided Developer with the Predevelopment Component Loan in the amount of Nine Hundred Thousand Dollars ($900,00.00). Upon satisfaction of the conditions precedent set forth in Section 4.5 of the Loan Agreement, which shall include, inter alia, the recordation of this Regulatory Agreement, the City shall disburse the Development Component, in the amount of One Million Seven Hundred Forty Thousand Dollars ($1,740,000.00) in accordance with the terms of the Loan Agreement (collectively, the Predevelopment Component Loan and the Development Component are herein referred to as the "Load") Developer has executed a promissory note evidencing the Loan (the "Note"), and a deed of trust securing the Note (the "Deed of Trust') to be recorded against the Property. C. Pursuant to the Loan Agreement, in the event Developer defaults under this Regulatory Agreement, including by failing to perform, comply with, or observe, or by otherwise breaching, any of the conditions, terms, or covenants set forth herein ("Regulatory Agreement Default"), 55575.00100\3 l 738787.9 and following the expiration of all notice and cure periods applicable to this Regulatory Agreement as set forth in the Loan Agreement, Developer agrees to repay City all amounts owing under the Note and the Deed of Trust recorded against the Property in the manner prescribed in Section 11.2 of the Loan Agreement. Notwithstanding the foregoing, nothing in this Regulatory Agreement shall limit any of the remedies available to the City, as set forth in the Loan Agreement, in the event of a Regulatory Agreement Default or other Event of Default. D. The City and Developer desire by the execution of this Regulatory Agreement to assure the Project remains affordable to Eligible Households (as hereinafter defined) for the Term (as defined below) following the recordation of this Regulatory Agreement. AGREEMENT NOW THEREFORE, the Parties acknowledge and agree as follows: ARTICLE 1 ELIGIBLE HOUSEHOLDS 1.01 Eligible Households. Households meeting the income restrictions as set forth in Section 2.01 shall be referred to as "Eligible Households." ARTICLE 2 AFFORDABILITY REQUIREMENTS FOR PROJECT 2.01 Rent and Income Restrictions. From the date of recordation of this Regulatory Agreement, and throughout the Term thereafter, Developer by and for itself and on behalf of any successors -in -interest, hereby covenants and agrees that the Developer shall restrict the rental of twenty-nine (29) of the housing units in the Project for persons or households whose income does not exceed sixty percent (60%) of the Area Median Income, the "Affordable Units" and each unit individually, an "Affordable Unit"), and one (1) unit shall be a manager unit ("Manager Unit") and shall not be restricted by Area Median Income so long as said Manager Unit is occupied by an employee of the Project's management company. For purposes hereof, "Area Median Income" shall mean the area median income for Riverside County as published by the U.S. Department of Housing and Urban Development (HUD), as the same may be adjusted for small and large households. The gross monthly rent (excluding any supplemental rental assistance from the State of California, the federal government or any other public agency or private entity to those tenants or on behalf of those units) for the Affordable Units shall not exceed one -twelfth of 30% of the qualifying income for the Affordable Unit, adjusted by household size appropriate for the unit. Notwithstanding the foregoing, rent levels established based on those required by the California Tax Credit Allocation Committee (TCAC) for Low Income Housing Tax Credit projects shall be deemed to comply with this Section 2.01. During such period, the other requirements of this Article 2 shall apply. 2.02 Reporting Requirements. An annual report and annual income recertifications must be submitted to the City for each of the Affordable Units. The reports, at a minimum, shall include: A. The number of persons per unit; B. Initial occupancy date; 55575.00 1 00\31738787.9 C. Gross income per year as certified by Developer; D. Rent paid per month and percent of rent paid in relation to qualifying income. The annual reports and annual income recertifications submitted by Developer shall be in the form as provided by the City. Developer shall also maintain a file for each tenant with the annual income recertification documents used to certify eligibility. City may from time to time during the term of this Regulatory Agreement request to review the tenant file (with adequate procedures to protect tenant privacy and confidentiality rights) and additional or different information, and Developer shall promptly supply such information in the reports required hereunder. Developer shall maintain all necessary books and records, including property, personal and financial records, in accordance with requirements prescribed by the City with respect to all matters covered by this Regulatory Agreement. Developer, at such time and in such forms as City may require, shall furnish to City statements, records, reports, data and information pertaining to matters covered by this Regulatory Agreement. Upon reasonable advance request for examination by City, Developer, at any time during normal business hours, shall make available all of its records with respect to all matters covered by this Regulatory Agreement. Developer shall permit City to audit, examine and make excerpts or transcripts from these records at City's sole cost. City acknowledges that Developer may be required to comply with certain reporting requirements as a condition to any Tax Credit Financing that may be obtained by Developer for the Project. City hereby agrees that, so long as said reporting requirements remain in effect, and Developer fully complies with any such reporting requirements for Tax Credit Financing and provides a copy of all such reports to the City, Developer will be deemed to have complied with the reporting requirements under this Article 2. 2.03 Local Preference. To the extent reasonably possible in accordance with fair housing laws, regulatory and funding agreements, and any other Applicable Requirements, Developer shall give first priority to those applicants seeking to rent an Affordable Unit who are Eligible Households with a member who lives or works in the City; second priority to those with a member who lives or works in the County of Riverside; and third priority to all other applicants. ARTICLE 3 PROVISION OF SERVICES AND MAINTENANCE OF PROPERTY 3.01 Maintenance. During the duration of this Regulatory Agreement, Developer shall keep the Property in good condition, order and repair and shall not commit waste or permit impairment, demolition or deterioration of the Property; shall comply with all applicable state and federal regulations addressing the physical condition of the Property and buildings located on the Property and all applicable standards of the City, including but not limited to building standards, planning regulations, and utilities code; shall complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed and to pay when due all claims for labor performed and materials furnished; shall maintain the buildings in a habitable condition; and do all other acts which from the character or use of the 55575.00100\31738787.9 Property may be reasonably necessary. City shall have the right to inspect the Property during normal business hours, provided Developer and the occupant are given reasonable notice prior to any such inspection. 3.02 Maintenance Default. If, at any time, Developer fails to maintain the Property, and has either failed to commence to cure such condition or to diligently prosecute to completion the condition or the condition is not corrected after expiration of thirty (30) days from the date of written notice from City to Developer, City may perform the necessary corrective maintenance, and Developer shall pay such costs as are reasonably incurred for such maintenance. The City shall have the right to place a lien on the Property should Developer not reimburse City for such costs within sixty (60) days following City's written demand to Developer for reimbursement of such costs. Developer, on behalf of itself its heirs, successors and assigns, hereby grants to City and its officers, employees and agents, an irrevocable license to enter upon the Property to perform such maintenance during normal business hours after receipt of written notice from City as hereinabove described and Developer's failure to time cure or remedy such failure as herein described. Any such entry shall be made only after reasonable notice to Developer, and City shall indemnify and hold Developer harmless from any claims or liabilities arising from work performed by the City in connection with this Article 3; provided, however, that the foregoing indemnity shall not apply to the extent of (i) gross negligence, willful misconduct or fraud of Developer or any employee, officer, agent, consultant, contractor or representative acting on behalf of Developer ("Developer Representatives"); (ii) Hazardous Materials existing on the Property; or (iii) the active negligence of Developer or Developer Representatives arising from the presence, activities, omissions, or work on or use of the Property. ARTICLE 4 NO TRANSFER 4.01 Prohibition. The identity and qualifications of Developer as an experienced and successful developer and operator of affordable housing projects are of particular concern to the City. It is because of this identity and these qualifications that the City has entered into this Regulatory Agreement with the Developer. No voluntary or involuntary successor -in -interest of the Developer shall acquire any rights or powers under this Regulatory Agreement by assignment or otherwise, nor shall Developer make any total or partial sale, transfer, conveyance, encumbrance to secure financing, assignment or lease of the whole or any part of the Property without the prior written approval of the City pursuant to Section 4.03 hereof, except as expressly set forth herein, which approval shall not be unreasonably withheld. 4.02 Permitted Transfers. Notwithstanding any other provision of this Regulatory Agreement to the contrary, City approval of an assignment or transfer of this Regulatory Agreement, the Loan, the Loan Agreement, or conveyance of the Property or any part thereof pursuant to Section 4.03 shall not be required in connection with any of the following (the "Permitted Transfers"): (a) The conveyance or dedication of any portion of the Property to City or other appropriate governmental agency, or the granting of easements or permits, to facilitate the construction of the Project; 55575.00100\31738787.9 " (b) Any requested assignment for purposes of financing the construction of improvements upon the Property; (c) Any mortgage, deed of trust, or other form of conveyance for all or any portion of any additional financing obtained by Developer for the Project, but Developer shall notify City in advance of any such mortgage, deed of trust or other form of conveyance for financing pertaining to the Property; (d) Any mortgage, deed of trust or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection (c) above; (e) A sale or transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation; (f) Transfer of the Project to a tax credit partnership (a "Tax Credit Partnership") in which (i) the original Developer, or an entity owned or controlled by Developer, serves as a manager or general partner, or (ii) a tax credit investor that is obligated to make capital contributions serves as the limited partner; (g) (A) Sale, transfer, conveyance or pledge of limited partnership interests in the Tax Credit Partnership, or (B) the appointment by the partners of the Tax Credit Partnership of an additional or substitute co -general partner of managing general partner in accordance with the partnership agreement of the Tax Credit Partnership; provided the Tax Credit Partnership delivers prior written notice thereof to the City; (h) The transfer (A) of an interest in and/or of a partner in the Tax Credit Partnership to another existing partner of the Tax Credit Partnership, or (B) of an interest in a general partner of the Tax Credit Partnership to an affiliate of any general partner, or (C) of an interest in a general partner of the Tax Credit Partnership so long as such transfer, together with any prior transfer of an interest or interests in such general partner, do not result in more than forty-nine percent (49%) of the interest in such general partner having been transferred since the date hereof; (i) The lease of Affordable Units at the Project to Eligible Households; 0) Transfer of the Project or partnership interests in the Tax Credit Partnership to a general partner or an entity controlled by a general partner of the Tax Credit Partnership after the first ten years of the fifteen year tax credit initial compliance period; or (k) The transfer of the partnership interest of a limited partner of the Tax Credit Partnership to another party, or the redemption of the limited partner of the Tax Credit Partnership's interest in the Tax Credit Partnership provided that, prior to any such transfer, such limited partner of the Tax Credit Partnership has paid in full its capital contribution to the Tax Credit Partnership as and to the extent required in the Tax Credit Partnership's partnership agreement. 55575.00 1 00\3 t738787.9 In the event of a transfer by Developer under subparagraphs (a) through (k), inclusive, above, not requiring City's prior approval, Developer nevertheless agrees that at least thirty (30) days prior to such assignment it shall give written notice to City of such transfer and satisfactory evidence that the transferee has assumed the obligations of this Regulatory Agreement, if applicable. 4.03 City Consideration of Requested Transfer. The City agrees that it will not unreasonably withhold approval of a request made pursuant to this Article 4, provided (a) the Developer delivers written notice to the City requesting such approval, and (b) the proposed assignee or transferee possesses comparable operational experience and capability, and comparable net worth and resources, as the proposed transferor or assignor, and (c) the assignee or transferee assumes the obligations of the Developer under this Regulatory Agreement in a form which is reasonably acceptable to the City. Such notice shall be accompanied by evidence regarding the proposed assignee's or purchaser's qualifications and experience and its financial commitments and resources sufficient to enable the City to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 4.03 and other criteria as reasonably determined by the City. The City shall approve or disapprove the request within thirty-five (35) days of its receipt of the Developer's notice and all information and materials required herein. In no event, however, shall the City be obligated to approve the assignment or transfer of the Loan, Promissory Note or Deed of Trust pursuant to this Section 4.03, except to an approved transferee or assignee of the Developer's rights in and to the Project. 4.04 Successors and Assigns. This Regulatory Agreement shall run with the land, and all of the terms, covenants and conditions of this Regulatory Agreement shall be binding upon the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used in this Regulatory Agreement, such term shall include any other permitted successors and assigns as herein provided. In the event of a transfer or assignment under this Article 4, all rights and obligations of the transferor Developer shall be assumed by the transferee Developer and the transferor Developer shall have no further obligation or liability under this Regulatory Agreement. ARTICLE 5 MANAGEMENT 5.01 During the term of this Regulatory Agreement, Developer shall promptly notify the City in the event there is any change in the property management company managing the Project. Developer shall submit a copy of such agreement to the City, provided the City shall not have the right to approve or disapprove such agreement except to ensure compliance of such agreement with the provisions of this Regulatory Agreement. ARTICLE 6 NO DISCRIMINATION 6.01 Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer itself or any 55575.00100\3 l 738787.9 himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased. D. In contracts: i. "There shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land; ii. There shall be no discrimination in the performance of this agreement against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"); iii. All applicants for employment shall be employed, and employees shall be treated during their employment, without regard to any prohibited basis; iv. Performance under this agreement shall not incorporate any discrimination arising from or related to any prohibited basis in any activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and V. The parties to this agreement are familiar with and in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting." ARTICLE 8 NO IMPAIRMENT OF LIEN 8.01 No violation or breach of the covenants, conditions, restrictions, provisions or limitation contained in this Regulatory Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted under the Loan Agreement and this Regulatory Agreement; provided, however, that any successor of Developer to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 55575.00100\31738787.9 ARTICLE 9 GENERAL 9.01 Notices. Notices required to be sent to either Party hereunder shall be sent by certified mail, return receipt requested, to the following address as may change from time to time: City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn.: City Manager Developer: Community Housing Opportunities Corporation Green Valley Executive Center 5030 Business Center Drive, Suite 260 Fairfield, CA 94534 Attn: Chief Executive Officer Any written notice, demand or communication sent to the address set forth above or as later provided by a Party shall be deemed effective and received as of the date of delivery, the date delivery was refused, or the date returned as undeliverable if sent by one of the following methods: (1) personal delivery with a written receipt therefore; (2) certified mail, return receipt requested; or (3) nationally recognized overnight delivery service (i.e., FedEx, UPS, or DHL) with a delivery receipt. 9.02 Duration. From and after the Effective Date, the covenants set forth in Articles 1, 2, 3, 4, 6 and 7 herein shall be covenants running with the land for Pity nine (59) years (the "Term"). All the covenants contained herein shall inure to the benefit of the City of Palm Springs and its successors and assigns and are enforceable by the City of Palm Springs or its successors or assigns, without regard to whether the City is an owner of any land or interest to which such covenants relate. The City and such aforementioned parties, in the event of any breach of any such covenants contained herein, following the expiration of all applicable notice and cure periods shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Regulatory Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title, or interest in the Property, or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The Parties agree that all future deeds or transfers of interest shall show the applicable restrictions of this Regulatory Agreement and, during the duration of this Regulatory Agreement, any transfer of the Property shall be subject to the terms and conditions of this Regulatory Agreement. 9.03 Successors and Assigns. Developer, by and for itself and each successor to any interest in the Property, hereby specifically acknowledges and agrees to be bound by the covenants contained herein. 9.04 Amendment. This Regulatory Agreement may be amended only in writing by the City and the Developer or permitted successors and assigns of the Developer. 55575.00 1 00\31738787.9 9.05 Non -Liability of Officials and Employees of the City and the Developer. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Regulatory Agreement. 9.06 Relationship Between City and Developer. It is hereby acknowledged that the relationship between the City and the Developer is not that of a partnership or joint venture and that the City and the Developer shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the attachments hereto or in the City Loan Documents, the City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Improvements. The Developer agrees to indemnify, hold harmless and defend the City from any claim made against the City arising from a claimed relationship of partnership or joint venture between the City and the Developer with respect to the development, operation, maintenance or management of the Property or the Project. 9.07 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City Manager or his or her designee is authorized to act on behalf of the City unless specifically provided otherwise or the context should require otherwise. 9.08 Counterparts. This Regulatory Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. This Regulatory Agreement is executed in three (3) originals, each of which is deemed to be an original. 9.09 Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Regulatory Agreement or of any of its terms. References to section numbers are to sections in this Regulatory Agreement, unless expressly stated otherwise. 9.10 Interpretation. As used in this Regulatory Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Regulatory Agreement shall be interpreted as though prepared jointly by both parties. 9.11 No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Regulatory Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Regulatory Agreement. 9.12 Modifications. Any alteration, change or modification of or to this Regulatory Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. 9.13 Severability. If any term, provision, condition or covenant of this Regulatory Agreement or its application to any party or circumstances shall be held, to any extent, invalid or 55575.00 1 00\31738787.9 unenforceable, the remainder of this Regulatory Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 9.14 Computation of Time. The time in which any act is to be done under this Regulatory Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any, act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. 9.15 Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Regulatory Agreement, and in signing this Regulatory Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Regulatory Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Regulatory Agreement, and, they have freely signed this Regulatory Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Regulatory Agreement, and without duress or coercion, whether economic or otherwise. 9.16 Time of Essence. Time is expressly made of the essence with respect to the performance by the City and the Developer of each and every obligation and condition of this Regulatory Agreement. 9.17 Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Regulatory Agreement including, but not limited to, releases or additional agreements. 9.18 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Regulatory Agreement, nor shall any such member, official or employee participate in any decision relating to the Regulatory Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 9.19 Governing Law. This Regulatory Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Riverside County. 9.20 Date of Re u�ry Agreement. The date of this Regulatory Agreement shall be the date set forth in the first paragraph hereof. 9.21 Legal Fees. If any Party to this Agreement institutes any action, suit, proceeding, counterclaim, or other proceeding for any relief against another Party, declaratory or otherwise (collectively, an "Action") to enforce the terms hereof or to declare rights hereunder, then the prevailing Party in such Action shall be entitled to have and recover of and from the other Party all costs and expenses of the Action, including reasonable attorney's fees and costs actually incurred, including without limitation expert fees and litigation costs, in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling or award granted therein. 9.22 Further Assurances. Each of the Parties hereto shall execute and deliver at their own cost and expense, any and all additional papers, documents or instruments, and shall do any and all acts and things reasonably necessary or appropriate in connection with the performance of its obligations hereunder in order to carry out the intent and purposes of this Regulatory Agreement. Date: APPROVED AS TO FORM: City 3 � �p,�( ally V CITY OF PALM SPRINGS, a California charter city and municipal corporation By: JustiY Clifton City Manager "CITY" COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation By: Name: Its: "DEVELOPER" 55575.00 1 00\31738787.9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the personN whose name is re subscribed to the within instrument and acknowleghis d to me that(�ie`�she/they executed the same in is er/their authorized capacity(), and that byher/their sign- ureN on the instrument the person, or the entity upon behalf of which the person( 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 MONIQUE M. LOMELI Notary Public - California 0'My Riverside County g Commission X 2267330 (Seal) Comm. Expires Nov 17, 2022 EXHIBIT A Legal Description of Property Real property in the City of Palm Springs, County of Riverside, State of California, described as follows: THAT PORTION OF THE NORTH -HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 6, TRACT NO. 2085, AS RECORDED IN BOOK 41 OF MAPS, PAGE 50, RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. THENCE SOUTH 000 13' 01" WEST, ALONG THE WESTERLY LINE OF SAID LOT AND THE EXTENSION THEREOF, A DISTANCE OF 598.52 FEET TO THE SOUTHWEST CORNER OF LOT 1 OF SAID TRACT 2085; THENCE SOUTH 890 56' 00" WEST, A DISTANCE OF 244.90 FEET, TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE, CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 900 17' 00" AN ARC DISTANCE OF 31.51 FEET; THENCE NORTH 000 13' 00" EAST, A DISTANCE OF 558.98 FEET TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE CONCAVE TO THE SOUTHEAST; THENCE NORTHEASTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 890 49' 34" AN ARC DISTANCE OF 31.36 FEET; THENCE SOUTH 890 57' 26" EAST, A DISTANCE OF 245.06 FEET, TO THE POINT OF BEGINNING. THIS LEGAL DESCRIPTION IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPLIANCE NO. CC 88-101 RECORDED DECEMBER 14, 1988, AS INSTRUMENT NO. 88-365876 OF OFFICIAL RECORDS. APN: 501-031-028-4 55575.00100\31738787.9 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) 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. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public 55575.00 1 00\31738787.9 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) 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. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public 55575.00 1 00\31739787.9 ASSIGNMENT, ASSUMPTION, AND REIMBURSEMENT AGREEMENT (Contracts and Predevelopment Work — The Monarch Apartment Homes) This Assignment, Assumption, and Reimbursement Agreement (this "Agreement"), is dated as of October jl, 2021, by and between CHOC ("Assignor"), and Monarch PS LP ("Assignee"), with reference to the following facts: RECITALS A. WHEREAS, the Assignee intends to purchase certain real property located at 3130 N Indian Canyon Drive, in the City of Palm Springs, County of Riverside, California (collectively, the "Property"). B. WHEREAS, Assignee was formed to construct, own and operate that certain low- income housing project to be known as The Monarch Apartment Homes (the "Project") on the Property. C. WHEREAS, Assignor has undertaken certain predevelopment activities associated with the development of the Project. D. WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor, the assignment of certain agreements, contracts, proposals and related obligations of Assignor, and the work product and costs incurred by Assignor, related to those predevelopment activities. E. WHEREAS, Assignee desires to release Assignor from all obligations in connection with such assignment. F. WHEREAS, the consent to such assignments by applicable third parties is desirable to the extent required, and are attached to this Agreement as exhibits. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: AGREEMENT Assignment by Assignor. (a) Service Contracts. Assignor hereby assigns and delegates to Assignee, and Assignee hereby accepts from Assignor, all of the rights, titles and interests of Assignor in, and obligations under, the following (collectively, the "Contracts"): a. The Preliminary Engineering services agreement dated as of October 3, 2018, and a Final Design services agreement dated as of May 10, 2021, by and between MSA Consulting, Inc. and Assignor for Civil Engineering Design services; Assignment, Assumption, and Reimbursement Agreement (Professional Agreements and Predevelopment Work) 567\29\3136757.3 b. The Financial Consultant services agreement dated as of October 10, 2018, by and between Community Economics, Inc., and Assignor for Financial Consulting services; C. The initial Environmental Investigation and Assessment services agreement dated July 27, 2018, along with a second Environmental Investigation and Assessment agreement dated April 7, 2020 and an Environmental Site Assessment Full Report, dated September 1, 2021, by and between Terra Nova Planning and Research, Inc., and Assignor for Environmental Investigation and Assessment services; d. The Appraisal and Market Study services agreement dated June 16, 2021, by and between Novogradac Consulting LLP and Assignor for Appraisal and Market Study services; e. The Solar Consulting services agreement dated July 28, 2021, by and between California Solar Integrators, Inc., and Assignor for Solar Design and Engineering services; f. The Pre -Construction services agreement dated September 21, 2021, by and between REED Construction, Inc., and Assignor for general construction services; g. The initial Energy Consultation services agreement dated July 28, 2020 along with a second Energy Consultation services agreement dated august 26, 2021, and a final proposal for energy consultation services agreement dated August 31, 2021, by and between Gilleran Energy Management and Assignor for energy consultation services. h. The Predevelopment, Construction and Permanent Loan Agreement between Assignor and the City of Palm Springs. i. Any amendments, modifications, supplements, and addenda to the foregoing; and j. Any and all other agreements related to the development of the Project entered into, by, or on behalf of Assignor. (b) Work Product. Assignor hereby assigns to Assignee, and Assignee hereby accepts from Assignor, all of the rights, titles and interests of Assignor in, all work product, tangible and intangible, associated with the Contracts (the "Work Product"). 2. Acceptance of Assignment. Assignee hereby accepts the above assignments and hereby assumes, agrees, and undertakes to perform all of the obligations, covenants, and agreements of Assignor pursuant to the Service Contracts. Any reference to Assignor in the Service Contracts described above is deemed a reference to Assignee. 3. Release of Assignor. Assignee releases Assignor from all obligations imposed under the Service Contracts. 4. Representations. Assignor hereby represents and warrants that it has not 2 Assignment, Assumption, and Reimbursement Agreement (Professional Agreements and Predevelopment Work) 567\29\3136757.3 previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the Service Contracts or the Work Product. 5. Effective Date. The assignments set forth in this Agreement are effective as of the date Assignee acquires ownership of the Project from Assignor (the "Effective Date"). 6. Reimbursement and Payment of Obligations. Assignee shall reimburse Assignor for any amounts paid by Assignor under the Service Contracts prior to the Effective Date. Assignee agrees that any remaining amounts payable by Assignor pursuant to the Service Contracts shall be paid directly by Assignee. 7. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions will continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 8. Applicable Law. This Agreement and the legal relations between the parties hereto is governed by and construed and enforced in accordance with the laws of the State of California, without regard to its principles of conflicts of law, and the venue for any dispute hereunder shall be in the County of Riverside. 9. Title of Parts and Sections. Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and are to be disregarded in interpreting any part of the Agreement's provisions. 10. Multiple Originals, Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. [SIGNATURE PAGE FOLLOWS] 3 Assignment, Assumption, and Reimbursement Agreement (Professional Agreements and Predevelopment Work) 567129\3 t 36757.3 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ASSIGNOR: COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation By: Name: Title: ASSIGNEE: MONARCH PS LP, a California limited partnership By: SCHOC I LLC, a California limited liability company, its general partner By: Community Housing Opportunities Corporation, a California nonprofit public benefit corporation, its sole member and manager By: _ Name: Title: S-1 Assignment, Assumption, and Reimbursement Agreement (Professional Service Contracts) 567\29\3 t 36757 EXHIBIT A CONSENT TO ASSIGNMENT MSA Consulting, Inc. ("Consultant") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the Civil Engineering Design Services Agreement, dated October, 2018 and May 11, 2021 by and between Consultant and Assignor for Civil Engineering Design services and any amendments, modifications, supplements and addenda to the foregoing (the "Civil Engineering Designs Services Agreement"), which proposes a plan for the Project, and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the Civil Engineering Designs Services Agreement, effective on the Effective Date. MSA Consulting, Inc.: am Name: Its: A-1 Assignment, Assumption, and Reimbursement Agreement (Professional Service Contracts) 567\29\3136757 EXHIBIT B CONSENT TO ASSIGNMENT Community Economics, Inc. ("Consultant") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the Financial Consultation Services Agreement, dated October 10, 2018 by and between Consultant and Assignor for Financial Consultation services and any amendments, modifications, supplements and addenda to the foregoing (the "Financial Consultation Services Agreement") which provides financial advice and analyses to CHOC for the purposes of developing the Project, and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the Financial Consultation Services Agreement, effective on the Effective Date. Community Economics, Inc.: Name: Its: B-1 Assignment, Assumption, and Reimbursement Agreement (Professional Service Contracts) 567\29\3136757 EXHIBIT C CONSENT TO ASSIGNMENT Terra Nova Planning and Research, Inc. ("Consultant") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the Initial Environmental Investigation and Assessment agreement, dated July 27, 2018, the second Environmental Investigation and Assessment agreement dated April 7, 2020, and the Environmental Site Assessment Full Report, dated September 1, 2021 by and between Consultant and Assignor for Environmental Investigation and Assessment services and any amendments, modifications, supplements and addenda to the foregoing (the "Environmental Investigation and Assessment Services Agreement") which provided a survey and environmental investigation of the land where the Project is to be constructed, and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the Environmental Investigation and Assessment Agreement, effective on the Effective Date. Terra Nova Planning and Research, Inc.: Name: Its: C-1 Assignment, Assumption, and Reimbursement Agreement (Professional Service Contracts) 567\29\3136757 EXHIBIT D CONSENT TO ASSIGNMENT Novogradac Consulting LLP ("Consultant") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the Appraisal and Market Study Services Agreement, dated June 16, 2021 by and between Consultant and Assignor for Appraisal and Market Study services and any amendments, modifications, supplements and addenda to the foregoing (the "Appraisal and Market Study Agreement") which included preparation of a market study and appraisal of the land, and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the Agreement, effective on the Effective Date. Novogradac Consulting LLP Name: Its: D-1 Assignment, Assumption, and Reimbursement Agreement 567\2913136757 (Professional Service Contracts) EXHIBIT E CONSENT TO ASSIGNMENT California Solar Integrators, Inc. ("Consultant") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the Solar Consulting Services Agreement, dated July 28, 2021 by and between Consultant and Assignor for Solar Design and Engineering services and any amendments, modifications, supplements and addenda to the foregoing (the "Solar Consulting Services Agreement") which provides all solar engineering and design drawings for the Project, and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the Solar Consulting Services Agreement, effective on the Effective Date. California Solar Integrators, Inc.: Name: Its: E-1 Assignment, Assumption, and Reimbursement Agreement (Professional Service Contracts) 567\29\3136757 EXHIBIT F CONSENT TO ASSIGNMENT REED Construction, Inc., ("Consultant") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the Pre -Construction Services Agreement, dated September 21, 2021 by and between Consultant and Assignor for General Construction services and any amendments, modifications, supplements and addenda to the foregoing (the "Construction Services Agreement") which provides a proposal for construction of the Project, and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the Pre -Construction Services Agreement, effective on the Effective Date. REED Construction: By: Name: Its: F-I Assignment, Assumption, and Reimbursement Agreement (Professional Service Contracts) 567\29\3136757 EXHIBIT G CONSENT TO ASSIGNMENT Gilleran Energy Management ("Consultant") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the initial Energy Consultation services agreement dated July 28, 2020 along with a second Energy Consultation services agreement dated august 26, 2021, and a final proposal for Energy Consultation Services agreement dated August 31, 2021 by and between Consultant and Assignor for General Construction services and any amendments, modifications, supplements and addenda to the foregoing (the "Energy Consultation Services Agreement") which provides green building and energy consultation services, and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the Energy Consultation Services Agreement, effective on the Effective Date. Gilleran Energy Management: Name: Its: G-1 Assignment, Assumption, and Reimbursement Agreement (Professional Service Contracts) 567\29\3136757 EXHIBIT H CONSENT TO ASSIGNMENT City of Palm Springs ("City") hereby (i) consents to the assignment from CHOC ("Assignor"), to Monarch PS LP ("Assignee"), of the Predevelopment, Construction, and Permanent Loan Agreement, and any amendments, modifications, supplements and addenda to the foregoing (the "City Agreement"), and (ii) consents to the release of Assignor by Assignee, and releases Assignor, from all obligations in connection with the City Agreement, effective on the Effective Date. City of Palm Springs: By: Name: ' i Its: tL; Lt., o"lyl a O Q-, H-1 Assignment, Assumption, and Reimbursement Agreement 567\2913136757 (Professional Service Contracts) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside ) On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the personN whose name is are subscribed to the within instrument and acknowledqed to me that ie he/they executed the same in is er/their authorized capacity (i ), and that by his her/their sign tfireN on the instrument the personN, or the entity upon behalf of which the personN 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. Q MONIQUEM.LOMELI Notary Public - California Riverside County Commission a 2267330 My Comm. Expires Nov 11, 2022 r Signature (Seal) ASSIGNMENT, RELEASE, AND ASSUMPTION AGREEMENT (The Monarch Apartment Homes) This Assignment, Release, and Assumption Agreement (the "Agreement") is entered into as of October 20, 2021, by and between Community Housing Opportunity Corporation, a California nonprofit public benefit corporation ("CHOC") and Monarch PS LP, a California limited partnership (the "Partnership"), and the City of Palm Springs, a California charter city and municipal corporation (the "City"), acting in its capacity as Housing Successor Agency to the Redevelopment Agency of the City of Palm Springs. CHOC, the Partnership, and the City shall collectively be referred to as the "Parties". RECITALS A. The City and CHOC entered into that certain Disposition, and Development Agreement dated as of April 4, 2019, as amended by that First Amendment to Disposition and Development Agreement dated as of May 25, 2021, and as amended by that Second Amendment to Disposition and Development Agreement dated as of , 2021 (collectively, the "DDA"), whereunder CHOC agreed to develop and operate a 60-unit affordable rental housing project in the City (the "Project"). B. Any capitalized term not defined in this Agreement shall have the meaning provided in the DDA. C. Pursuant to the DDA, the City agreed to convey ownership of the Site to CHOC for the Project. D. CHOC now desires to assign to the Partnership all of CHOC's rights and obligations under the DDA. E. Such actions are authorized under Section 8.3 of the DDA. F. The Partnership desires to release CHOC from the assigned obligations, and to assume from CHOC its rights and obligations under DDA. NOW THEREFORE, in consideration of the foregoing, of the mutual promises of the Parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows: Section 1. Assignment of DDA by CHOC. CHOC hereby assigns to the Partnership all of CHOC's continuing right, title, and interest in and obligations under the DDA to the Project. Section 2. Acceptance of Assignment and Assumption of the DDA and release by the Partnership. The Partnership accepts the above assignment of CHOC's right, title and interest in, assumes all of CHOC's rights and obligations under the DDA, and agrees to perform all of CHOC's obligations and covenants under the DDA as if the Partnership was the original 567\29\3125072.5 signatory thereto. References in the DDA to the Developer shall be deemed to be references to the Partnership. Further, the Partnership hereby agrees that from and after the date of this Agreement, the Partnership hereby releases and forever discharges CHOC from such obligations and liabilities. Section 3. City Consent and Release. The City hereby agrees that the assignment and assumption contemplated in this Agreement are permitted pursuant to Section 8.3 of the DDA without the City's consent, provided that certain conditions are satisfied, and which conditions are acknowledged by the City's execution of this agreement as having been satisfied. Further, the City hereby agrees that from and after the date of this Agreement, the City shall look solely to the Partnership for satisfaction of the obligations and liabilities of the Developer under the DDA, and the City hereby releases and forever discharges CHOC from such obligations and liabilities. Section 4. Representations. The Parties agree and acknowledge that the DDA remains in full force and effect. CHOC represents and warrants that it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the DDA Section 5. Effective Date. This Agreement and the assignment, assumption, and releases described in this Agreement shall be effective as of the date first set forth above. Section 6. Attorney's Fees' Enforcement. If any attorney is engaged by any party hereto to enforce or defend any provision of this Agreement, the prevailing party or parties shall be entitled to costs and reasonable attorneys' fees. Section 7. California Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Section 8. Invalidity. Any provision of the Agreement which is determined by a court to be invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall remain in frill force and effect as if the invalid or unenforceable provision had not been a part hereof. Section 9. Headinjzs. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. Section 10. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute one and the same instrument. [SIGNATURE PAGE FOLLOWS] 567\29\3125072.5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CHOC: COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation By: Name: Title: CITY: CITY OF PALM SPRINGS, a California charter city and municipal corporation By: 64&�— JustinUifton, City Manager A APPROV D AS TO FORM: By: ffrey S. , BEST BEB & KRI GER LLP City Attorney 567\29\3125072 S-1 Signature Page to Assignment and Assumption of DDA PARTNERSHIP: Monarch PS LP, a California limited partnership By: SCHOC I LLC, a California limited liability company, its general partner By: Community Housing Opportunities Corporation, a California nonprofit public benefit corporation, its sole member and manager By: _ Name: Title: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the personX whose namePisaare 6hi bscribed to the within instrument and acknowled ed to me thaah /she/they executed thme in her/their authorized capacity(is�, and that by his er/their signature{) on the instrument the person s), or the entity upon behalf of which the person`(o 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 MONIQUE M. LOMELI Notary Public -California ' WMy Riverside County Commission k 2267330 (Seal) Comm. Expires Nov 17, 2022 FXHIRIT A LEGAL DESCRIPTION OF THE PROPERTY The land referred to herein is situated in the State of California, County of Riverside, City of Palm Springs, described as follows: THAT PORTION OF THE NORTH -HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 6, TRACT NO. 2085, AS RECORDED IN BOOK 41 OF MAPS, PAGE 50, RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. THENCE SOUTH 000 13' 01" WEST, ALONG THE WESTERLY LINE OF SAID LOT AND THE EXTENSION THEREOF, A DISTANCE OF 598.52 FEET TO THE SOUTHWEST CORNER OF LOT 1 OF SAID TRACT 2085; THENCE SOUTH 890 56' 00" WEST, A DISTANCE OF 244.90 FEET, TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE, CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 900 17' 00" AN ARC DISTANCE OF 31.51 FEET; THENCE NORTH 000 13' 00" EAST, A DISTANCE OF 558.98 FEET TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE CONCAVE TO THE SOUTHEAST; THENCE NORTHEASTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 890 49' 34" AN ARC DISTANCE OF 31.36 FEET; THENCE SOUTH 890 57' 26" EAST, A DISTANCE OF 245.06 FEET, TO THE POINT OF BEGINNING. THIS LEGAL DESCRIPTION IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPLIANCE NO. CC 88-101 RECORDED DECEMBER 14, 1988, AS INSTRUMENT NO. 88-365876 OF OFFICIAL RECORDS. APN: 501-031-028-4 56712913125072.5 A-1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Palm Springs Attn: City Clerk 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 No fee for recording pursuant to (Space above for Recorder's Use) Government Code Section 27383 DENSITY BONUS DEVELOPER AND REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (Rental without Condominium Map) This DENSITY BONUS DEVELOPER AND REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS ("Agreement") is entered into as of this lrLth day of October 2021, by and between the CITY OF PALM SPRINGS, a charter city and municipal corporation (the "City"), and COMMUNITY HOUSING OPPORTUNITIES CORPORATION a California nonprofit public benefit corporation (the "Developer"), (individually a "Party" and together the "Parties"), with reference to the following facts: A. The City has adopted a Density Bonus Ordinance, Palm Springs Municipal Code Chapter 93.23.17, to conform with State Density Bonus Law (Government Code Section 65915 — 65918) (together, "Density Bonus Law"). Density Bonus Law allows a density bonus, concessions, and other regulatory incentives when a developer proposes to provide rental housing affordable to Very Low Income or Low Income Households. B. Developer is the owner of certain real property located at 3130 North Indian Canyon Road, Palm Springs, County of Riverside, California described in attached Exhibit A incorporated herein by this reference (the "Property"). In consideration of certain valuable land use and economic benefits conferred by the City upon the Property under Density Bonus Law, Developer, for itself, its successors, heirs, grantees and assigns, hereby agrees to comply with the requirements of Density Bonus Law as applied to the Property. C. On February 6, 2019, under Resolution No. 24560, Developer received the following discretionary approvals from the City to construct 60 dwelling units, 100% of which (with the exception of one (1) unrestricted manager's unit) will be affordable to low-income households (together, the "Units") on the Property (hereinafter referred to as the "Project"): Approval of a Disposition and Development Agreement authorizing the sale of the Property to Developer for the construction and operation of the Project (the "Project Approvals"). As part of the Project, Developer has sought and agreed to construct 3 Units (5% of the total Units in the Project) to be affordable and rented to Very Low Income Households (the "Density Bonus Units") for the Density Bonus Term as defined below. Under Density Bonus Law, Developer has 567\29\3131450.4 1 applied for, and the City has granted, the following regulatory incentives in exchange for the Developer's provision of the Density Bonus Units: 1. An increase of six (6) additional Units (the "Increased Units.'), increasing the Units in the project from fifty-four (54) under the basic zoning for the Property to sixty (60) as allowed by Density Bonus Law. 2. Zero (0) concession(s), described as follows: N/A (the "Concession(s)"). 3. The following waivers or modifications of development standards under Municipal Code Section 93.23.17(H): waiver of Planning Commission Conditions of Approval requiring the construction of a landscaped median island; submittal of landscaping, lighting, and irrigation system improvement plans; providing a guaranty for the median landscaping; and undergrounding of utility lines (the "Waivers "). The Increased Units, Concession(s), and Waiver(s) are collectively "Incentives." D. Under that certain Affordable Housing Regulatory Agreement by and between the Parties, dated (the "City Regulatory Agreement"), Developer has covenanted and agreed to restrict twenty-nine (29) Units in the Project for persons or households whose income does not exceed sixty percent (60%) of the Area Median Income (the "City Regulated Units"). It is the City's intent that the Density Bonus Units are included among the City Regulated Units and shall be subject to the terms and conditions of both (i) this Agreement (first) and (ii) the City Regulatory Agreement (second). To the extent the Density Bonus Units are regulated by the City in addition to the City Regulated Units, resulting in thirty-two (32) Units being regulated by the City, such would not be a violation of Article 34 of the California Constitution, which would generally limit the City to regulating only 49% or less of the total number of Units, because, in permitting construction of the Density Bonus Units, the City is providing, pursuant to Health and Safety Code section 37001.5(e), "assistance to a low -rent housing project and monitoring] construction or rehabilitation of that project and compliance with conditions of that assistance to the extent of ... [c]arrying out routine governmental functions ... [and] [i]mposing ... statutorily authorized conditions accepted by" Developer — namely, the State's Density Bonus Law. Therefore, construction of the Density Bonus Units do not constitute "developing, constructing, or acquiring" a low -rent housing project as those terms are used in Article 34. E. Density Bonus Law requires the City to ensure, and the Developer to agree to, continued affordability of the Density Bonus Units for the Density Bonus Term. To ensure their continued affordability for the Density Bonus Term, this Agreement shall be executed and recorded against the Property prior to the recordation of any parcel map or final subdivision map or issuance of building permits for the Project, whichever occurs first. F. Developer acknowledges and agrees that the Project Approvals provided adequate and proper notice pursuant to Government Code Section 66020 of Developer's right to protest any requirements for fees, dedications, reservations, and other exactions as may be included in this Agreement, that no protest in compliance with Section 66020 was made within ninety (90) days of the date that notice was given, and that the period has expired in which 567\29\3131450.4 2 Developer may protest any and all fees, dedications, reservations, and other exactions as may be included in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the Parties as follows. AGREEMENT The Parties agree and acknowledge that the above recitals are true and accurate, and are incorporated into this Agreement by this reference. ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1. Definitions. When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Article 1. (a) "Affordable Rent' is the maximum allowable Rent for a Density Bonus Unit, equal to one -twelfth (1/12th) of thirty percent (30%) of fifty percent (50%) of Area Median Income adjusted for assumed household size of one person in a studio Density Bonus Unit, two persons in a one -bedroom Density Bonus Unit, three persons in a two -bedroom Density Bonus Unit, and one additional person for every additional bedroom thereafter. (b) "Agreement' is defined in the first paragraph on page 1. (c) "Area Median Income" is the median means the median family income in Riverside County as determined annually by the California Housing and Community Development Department, adjusted for household size and as determined periodically by the State of California pursuant to California Code of Regulations, Title 25, Section 6932 or successor provision. (d) "City" is defined in the first paragraph on page 1 of this Agreement. (e) "Concession" is defined in Recital C. (f) "Correction Costs" are defined in Section 3.5. (g) "Density Bonus" is defined in Recital C. (h) "Density Bonus Law" is defined in Recital A. (i) "Density Bonus Term" is the period that commences when the City and Developer record the Regulatory Certificate described in Section 3.4 and that terminates fifty- five (55) years after the date of the recordation of the Regulatory Certificate. 0) "Density Bonus Units" are defined in Recital C. (k) "Developer" is defined in the first paragraph on page 1 of this Agreement. 567\29\3131450.4 3 (1) "Director" is the Director of Community and Economic Development of the City or successor position. (m) "Eligible Household" is a household which has been determined to be eligible to rent a Density Bonus Unit in compliance with Density Bonus Law and this Agreement. (n) "Household Income" is the combined gross, pre-tax income of all adult occupants of the applicant household. (o) "Incentive" is defined in Recital C. (p) "Low Income Household" is a household with a Household Income between fifty percent (50%) and eighty percent (80%) of Area Median Income, adjusted for actual household size. Agreement. (q) [Reserved] (r) "Party" or "Parties" are defined in the first paragraph on page 1 of this (s) "Project" is defined in Recital C. (t) "Project Approvals" are defined in Recital C. (u) "Property" is defined in Recital B. (v) 'Regulatory Certificate" is defined in Section 3.4. (w) 'Rent" is the total of monthly payments by the Tenant of a Density Bonus Unit for all of the following: (1) use and occupancy of the Density Bonus Unit and land and all facilities associated with the Density Bonus Unit, including but not limited to parking, bicycle storage, storage lockers, and use of all common areas; (2) any separately charged fees or service charges assessed by the Developer which are required of all tenants of Units in the Project, except security deposits; (3) an allowance for utilities paid by the Tenant as established by the Housing Authority of the County of Riverside, if any, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service or cable TV; and (4) any other interest, taxes, fees or charges for use of the land or associated facilities that are assessed by a public or private entity other than the Developer and paid by the Tenant. (x) "Tenant" is a household occupying a Density Bonus Unit pursuant to a valid lease or rental agreement with the Developer. (y) "Tenant Lease" is defined in Section 3.2. (z) "Units" are defined in Recital C. 567\2913131450.4 4 (aa) "Very Low Income Household" is a household with a Household Income at or below fifty percent (50%) of Area Median Income. (bb) "Waiver" is defined in Recital C. Section 1.2. Exhibits. The following exhibits are attached to and incorporated into this Agreement: Exhibit A Legal Description of the Property. Exhibit B Map Showing Initial Location of Density Bonus Units and Schedule of Density Bonus Units. Exhibit C Initial Affordable Rents and Maximum Income Level of Tenants for Density Bonus Units. ARTICLE 2. CONSTRUCTION OF PROJECT AND DENSITY BONUS RENTAL UNITS Section 2.1. Construction of Density Bonus Units. The Density Bonus Units shall be constructed in proportion to construction of the other Units. No building permit shall be issued for any Unit unless a proportional number of building permits have been issued for Density Bonus Units, and no certificates of occupancy or final inspections shall be issued for any Units unless a proportional number of certificates of occupancy or final inspections have been issued for Density Bonus Units. The Director may approve a modified construction schedule if this timing requirement will create unreasonable delays in the issuance of certificates of occupancy for Units and if the Developer provides satisfactory assurance, as approved by the Director, that the Density Bonus Units will be completed prior to completion of all of the other Units. Each Density Bonus Unit shall be inspected by the City prior to occupancy to determine that it meets the construction and other standards required by this Agreement. Section 2.2. Density Bonus Units. To satisfy Developer's affordable housing requirements for the Project under Density Bonus Law, at initial occupancy of the Project, Developer shall rent all three (3) Density Bonus Units to Very Low Income Households at Affordable Rents, as specified in Article 3 below, for the Density Bonus Term. Section 2.3. Appearance, Size and Bedroom Count of Density Bonus Units. (a) Appearance and Maintenance of Density Bonus Units. The design, square footage, appearance, and general quality of the Density Bonus Units shall be compatible with those of the other Units and consistent with the designs provided for the Project Approvals. Developer shall allocate and assign parking spaces, bicycle storage, storage lockers, and other spaces reserved for use by individual Units to the Density Bonus Units on the same basis as for the other Units, and Tenants of the Density Bonus Units shall have equal access to the Project's common areas as is given to the residents of the other Units, but any fee charged for use of common areas or for spaces reserved for individual Units shall be included in the Tenant's Rent. 567\29\3131450.4 5 Once completed, the Density Bonus Units shall not be kept vacant or used for any purpose except for residential use and, if vacant, shall be marketed concurrently with the other Units and offered for rent to Eligible Households at Affordable Rents. (b) Location and Characteristics of Density Bonus Units. Developer shall provide Density Bonus Units in the Project in accordance with the schedule shown in Exhibit B. As provided in Exhibit B, the Density Bonus Units shall be dispersed within the Project, except that the Developer may elect to provide the Density Bonus Units with more bedrooms. (c) Change in Location of Density Bonus Units. If, after recordation of this Agreement, Developer desires to change the location of any Density Bonus Unit within the Project, Developer shall submit a written request for such change to the Director, who may approve such request provided that any relocated Density Bonus Units shall be comparable to those listed in Exhibit B and shall contain the same number of bedrooms. ARTICLE 3. RENT REGULATORY PROVISIONS Section 3.1. Affordability and Occupancy Covenants. (a) Occupancy Requirements. Subject to the provisions of subsection (e) of this Section below, Density Bonus Units shall be rented to and occupied by or, if vacant, available for occupancy by, Very Low Income Households. The Density Bonus Units shall not be kept vacant or used for any purpose except for residential use and shall be offered for rent to Eligible Households at Affordable Rents. (b) Allowable Rent. Subject to the provisions of subsection (e) of this Section below, the maximum Rent charged to Tenants of the Density Bonus Units shall not exceed Affordable Rent. (c) City Approval of Rents. Initial Rents for all Density Bonus Units shall be approved by the City prior to occupancy at the time the Developer submits to the City the marketing plan required by Section 3.3 below. The City shall review all proposed Rent increases to determine whether the proposed increases are consistent with the provisions of this Agreement. Developer shall certify to the City that Developer is not charging any fee other than Affordable Rent to Tenants of the Density Bonus Units for all of the components of Rent defined in Section 1.1 above. (d) Schedule of Affordable Rents. The City has provided the Developer with a schedule of Affordable Rents for the Density Bonus Units in effect on the date of this Agreement, set forth in attached Exhibit C. The City annually determines Affordable Rents (including utility allowances) based on changes in Area Median Income and utility allowances, and Developer shall obtain a copy of the schedule from the Director. (e) Increased Income of Tenants. 567\29\3131450.4 6 (i) Increase from Very Low Income to at or below Low Income. If, upon annual recertification of a Tenant's income, the Developer determines that a former Very Low Income Household's income has increased and exceeds the qualifying income for a Very Low Income Household, but does not exceed the qualifying limit for a Low Income Household, then, upon expiration of the Tenant's lease and after thirty (30) days written notice to the Tenant, the Tenant's rent may be increased to Affordable Rent for Low Income Households. (ii) Increase from Very Low Income or Low Income to Above Low Income. If, upon recertification of a Tenant's Household Income, the Developer determines that the Tenant's Household Income has increased and exceeds the qualifying income for a Low Income Household, then the Tenant shall be given written notice that: (i) Tenant's Rent shall be increased sixty (60) days after the date in the notice to an amount to be determined by Developer but not to exceed Rent for a comparable Unit; and (ii) Tenant shall vacate the Density Bonus Unit six (6) months from the date of the notice or upon expiration of the Tenant's lease, whichever is later. If, prior to the date by which the Tenant must vacate the Density Bonus Unit, another Unit is vacated which is not designated as an Density Bonus Unit and is of appropriate bedroom size, the Developer may, at the Developer's option, request the Director to approve a change in the location of the Density Bonus Unit; allow the Tenant to remain in the original Unit; and designate the newly vacated Unit as an Density Bonus Unit if approved by the Director. (f) Agreement to Limitation on Rents. The Project has received an Incentive from the City under the Density Bonus Law, which is a form of assistance specified in Chapter 4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code. Sections 1954.52(b) and 1954.53(a)(2) of the Costa -Hawkins Act provide that, where a developer has received such assistance, certain provisions of the Costa -Hawkins Act do not apply if a developer has so agreed by contract. The Developer hereby agrees to limit Rents and sales prices as provided in this Agreement in consideration of the Developer's receipt of the Incentives and further agrees that any limitations on Rents imposed on the Density Bonus Units are in conformance with the Costa -Hawkins Act. The Developer further warrants and covenants that the terms of this Agreement are fully enforceable. Section 3.2. Lease Provisions. The Developer shall use a form of Tenant lease (the "Tenant Lease") approved by the City for the Density Bonus Units. The Tenant Lease shall, among other matters: (a) provide for termination of the lease for failure: (1) to provide any information required under this Agreement or reasonably requested by the Developer to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, as an Eligible Household in accordance with this Agreement, or (2) to qualify as an Eligible Household as a result of any material misrepresentation made by such Tenant with respect to the Household Income computation or certification; (b) provide that the Rent may not be raised more often than once every twelve (12) months. The Developer will provide each Tenant with at least sixty (60) days written notice of any increase in Rent applicable to such Tenant; 567\29\3131450.4 7 (c) prohibit subleasing of the Density Bonus Unit or any portion of the Density Bonus Unit or any spaces reserved for the use of the Tenant, contain nondiscrimination provisions, and include the Tenant's obligation to inform the Developer of any need for maintenance or repair; (d) include reasonable rules of conduct consistent with California law; (e) allow termination of the tenancy only for an increase in Tenant's Household Income above qualifying income for Low Income Households or for good cause, including violation of the terms and conditions of the Tenant Lease, violations of applicable federal, state, or local law, or other good cause; (f) include, at Developer's option, the obligation for Tenant to provide a security deposit not exceeding two months' rent; and (g) be consistent with Palm Springs Municipal Code Section 93.23.17. Section 3.3. Marketing, Income Certification and Reporting. (a) Required City Approvals. At least sixty (60) days before any Units in the Project receive a final inspection or certificate of occupancy, the Developer shall notify City of the availability of the Density Bonus Units and provide to the City its proposed marketing plan for the Density Bonus Units as described below; its management policies as described in Section 3.5 below; the proposed form of Tenant Lease to confirm conformance with the provisions of Section 3.2 above; and proposed Affordable Rents for the Density Bonus Units, all for City review and approval. The Density Bonus Units shall be marketed concurrently with the marketing of the other Units. (b) Marketing Plan. The Developer's marketing plan shall be consistent with the provisions of this subsection (b). Upon receipt of the marketing plan, the City shall promptly review the marketing plan and shall approve or disapprove it within thirty (30) days after submission. If the marketing plan is not approved, the Developer shall submit a revised marketing plan within thirty (30) days. (i) Reserved. (ii) Section 8 Vouchers and Certificate Holders. The Developer will review applications from prospective tenants of Density Bonus Units, on the same basis as all other prospective tenants, of persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act or any successor. The Developer shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective tenants for the Density Bonus Units, nor shall the Developer apply or permit the application of management policies or lease provisions with respect to the Project which have the effect of precluding occupancy of Density Bonus Units by such prospective tenants. 567\29\3131450.4 8 (iii) Marketing Materials. The marketing plan submitted to the City shall include the following: means to be used to advertise Density Bonus Units to the public upon initial occupancy and as vacancies occur and maintenance of a waiting list; the amount of any application screening fee to be imposed by Developer, and information to be provided to applicants, including conditions and restrictions applicable to occupancy of the Density Bonus Units, current Affordable Rent, permitted Rent increases, maximum qualifying income for an Eligible Household, requirement for annual Household Income recertification, preferences, and requirement to vacate the Density Bonus Unit if the Tenant's Household Income exceeds the maximum qualifying income. (c) Income Certification. (i) Prior to Developer's entering into a lease with a prospective tenant of a Density Bonus Unit, the prospective tenant household shall be certified by the City as an Eligible Household. (ii) Annually thereafter, the Developer will obtain, complete and maintain on file Household Income certifications for each Tenant renting any of the Density Bonus Units. Developer shall make a good faith effort to verify that the Household Income statement provided by a Tenant is accurate by taking two or more of the following steps as a part of the verification process for all members of the Tenant household age eighteen (18) or older: (a) obtaining a minimum of the three (3) most current pay stubs; (b) obtaining an income tax return for the most recent tax year; (c) conducting a credit agency or similar search; (d) obtaining the three (3) most current savings and checking account bank statements; (e) obtaining an income verification form from a current employer; (f) obtaining an income verification form from the Social Security Administration and/or the California Department of Social Services if an adult member of the Tenant's household receives assistance from either of such agencies; or (g) if the Tenant is unemployed and has no such tax return, obtain another form of independent verification. Copies of annual Tenant Household Income certifications shall be provided to the City or its assignee for review. (iii) As an alternative to the procedure described in subparagraph (ii) of this subsection (c), Developer may contract with a provider approved by the City to certify Tenant Household Incomes on an annual basis. (d) Reports to City. (i) Annual Report. The Developer shall submit to the City on April 1 st of each year a report, in a form prescribed by or otherwise acceptable to the City, verifying compliance by Developer with the terms of this Agreement and certified as correct by the Developer under penalty of perjury. The annual report shall include without limitation the following information: a. Certifications of eligibility for all Tenants of Density Bonus Units at the time of initial occupancy and upon the yearly anniversary of their continuing tenancies. Such certification shall include: 567\29\3131450.4 9 i. Verified Household Income statements. Developer shall retain in the Tenant's file all verifications of Tenant's Household Income obtained as required in subsection (c) of this Section. all Density Bonus Units. ii. Number of persons in each Density Bonus Unit. b. Certification of the amount of Rent charged for the year for C. Other information reasonably required by the City. (ii) Other Reports. Within fifteen (15) days after receipt of a written request, Developer shall provide any other information or completed forms requested by the City to ensure compliance with this Agreement. Section 3.4. Commencement of Density Bonus Term. The Density Bonus Term shall commence on the date that the Developer and City record a certificate: (a) stating that all the Density Bonus Units are rented and occupied by Eligible Households; and (b) identifying the beginning and end dates of the Density Bonus Term (the "Regulatory Certificate"). Section 3.5. Management of Property and Property Maintenance. (a) Management Responsibilities. The Developer is responsible for all management functions with respect to the Project, including, without limitation, the annual recertification of household size and Household Income (subject to review by the City or its assignee), selection of Tenants, maintenance of a waiting list for the Density Bonus Units, evictions, collection of Rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The City shall have no responsibility over management of the Project. (b) Approval of Management Policies. The Developer shall submit its written management policies with respect to the Project to the City for its review and shall amend such policies if necessary, to ensure that such policies comply with the provisions of this Agreement. (c) Property Maintenance. The City places prime importance on quality maintenance to ensure that all developments within the City which include affordable housing units are not allowed to deteriorate due to below -average maintenance. Developer shall provide the Density Bonus Units with the same level and quality of maintenance, including performance of repairs and periodic replacement of fixtures as the other Units. The Developer agrees to maintain all interior and exterior improvements, including landscaping, on the Property in good condition and repair (and, as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials. (d) Remedies. In the event that the Developer breaches any of the covenants contained in this Section 3.5 and such default continues for a period of ten (10) days 567\29\3131450.4 10 after written notice from the City specifying the nature of the breach with respect to graffiti, debris, waste material, or a health or safety violation, or thirty (30) days after written notice from the City specifying the nature of the breach with respect to general maintenance, landscaping and building improvements, then the City, in addition to whatever other remedy it may have at law or in equity, shall have the right (but is not required) to enter upon the Property after ten (10) days' prior written notice to the Developer describing the nature of the City's intended actions and to perform or cause to be performed all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Property, as specified in a correction plan approved by the City, and to attach a lien on the Property, or to assess the Property, in the amount of the expenditures incurred by the City or its agents arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such cure, plus an administrative charge equal to fifteen percent (15%) of the amount of such expenditures (the expenditures plus the administrative charges are the "Correction Costs"), if Developer does not remit the full amount of the Correction Costs to the City within thirty (30) days after City notifies Developer of the full amount of the Correction Costs. (e) Taxes and Assessments. Developer shall pay all real and personal property taxes, assessments, if any, and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event Developer exercises its right to contest any tax, assessment, or charge against it, Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest. (f) Damage or Destruction of Project. If all of the Units on the Property are demolished, the Incentives granted to Developer under Density Bonus Law shall terminate and the terms of this Agreement shall terminate and be of no further force and effect. ARTICLE 4. ENFORCEMENT Section 4.1. Covenants Runninq with the Land. The City and Developer hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall apply to and bind Developer and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Property and shall run with and burden such portions of the Property until terminated in accordance with Section 4.2. Until all or portions of the Property are expressly released from the burdens of this Agreement, each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof shall be held conclusively to have been executed, delivered, and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument. In the event of foreclosure or transfer by deed -in -lieu of all or any portion of the Property prior to completion and sale of all of the Density Bonus Units, title to all or any portion of the Property shall be taken subject to this Agreement. Developer acknowledges that compliance with this Agreement is a 567Q9\3131450.4 11 requirement of Density Bonus Law and the Project Approvals, and that no event of foreclosure or trustee's sale may remove these requirements from the Property. Section 4.2. Release of Property from Agreement. (a) Prior to the expiration of the Density Bonus Term, Developer shall provide all notifications required by Government Code Sections 65863.10 and 65863.11 or successor provisions and any other notification required by any state, federal, or local law. (b) Upon the expiration of the Density Bonus Term, City shall execute and record a release of the Project, the Property, and each Unit in the Project from the burdens of this Agreement within thirty (30) days following written notice from the Developer, if at the time the Developer is in compliance with all terms of this Agreement. Section 4.3. Default. Failure of the Developer to satisfy any of Developer's obligations under the terms of this Agreement within thirty (30) days after the delivery of a notice of default from the City will constitute a default under this Agreement and a failure to satisfy the Project Approvals and Density Bonus Law. In addition to remedies for breach of this Agreement, the City may exercise any and all remedies available to it under the Subdivision Map Act, Density Bonus Law, or otherwise, including but not limited to: (a) withholding, conditioning, suspending or revoking any permit, license, subdivision approval or map, or other entitlement for the Project, including without limitation final inspections for occupancy and/or certificates of occupancy; (b) instituting against the Developer, or other parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including without limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation; (c) where one or more persons have received financial benefit as a result of violation of this Agreement or of any requirement imposed under the Density Bonus Law, the City may assess, and institute legal action to recover as necessary, a penalty in any amount up to and including the amount of financial benefit received, in addition to recovery of the benefit received; (d) requiring the Developer or his/her successors in interest to the Property to pay the City Rent or any other payment received by the Developer for the Density Bonus Unit from the date of any unauthorized use of the Density Bonus Unit or in excess of Affordable Rent; and (e) any other means authorized under the City of Palm Springs Municipal Code, Density Bonus Law, or any other federal or state statute. Section 4.4. Remedies Cumulative. No right, power, or remedy given to the City by the terms of this Agreement or Density Bonus Law is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in 567\29\3131450.4 12 addition to every other right, power, or remedy given to the City by the terms of this Agreement, Density Bonus Law, or by any statute or ordinance or otherwise against Developer and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. ARTICLE 5. GENERAL PROVISIONS Section 5.1. Appointment of Other Agencies. At its sole discretion, the City may designate, appoint or contract with any other public agency, for -profit or non-profit organization to perform some or all of the City's obligations under this Agreement. Section 5.2. Records. Developer shall retain all records related to compliance with obligations under this Agreement for a period not less than five (5) years from the date of origination of such records, and make them available to City employees or others designated by the City for inspection and copying on five (5) business days' written notice. The City shall be entitled to monitor compliance with this Agreement and Density Bonus Law, and Developer shall cooperate with City monitoring, including obtaining Tenant Rent and Household Income verification upon request of the City. Section 5.3. Monitoring Fee. Developer agrees to pay an annual monitoring fee as may be adopted by resolution of the City Council which is in force and effect for a similar class of affordable units. Section 5.4. Nondiscrimination. All of the Density Bonus Units shall be available for occupancy to members of the general public. The Developer shall not give preference to any particular class or group of persons in renting or selling the Density Bonus Units, except to the extent that the Density Bonus Units are required to be rented and sold to Eligible Households and as required by this Agreement, including, without limitation, as set forth in Section 3.3(b) above; provided, however, there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g., SSI), age (except for lawful senior housing), ancestry, or disability, in the leasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall the Developer or any person claiming under or through the Developer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of Tenants of any Unit or in connection with the employment of persons for the construction, operation and management of the Project. Section 5.5. Hold Harmless. Developer will indemnify and hold harmless (without limit as to amount) City and its elected officials, officers, employees and agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in any manner to the Project, the Density 567\29\3131450.4 13 Bonus Units, or Developer's performance or non-performance under this Agreement, including claims pursuant to California Labor Code Section 1720 et sea., and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent arising from the gross negligence or willful misconduct of the Indemnitees. The provisions of this Section shall survive expiration or other termination of this Agreement or any release of part or all of the Property from the burdens of this Agreement, and the provisions of this Section shall remain in full force and effect. Section 5.6. Notices. All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the Party to receive such notice at the addressed set forth below: TO THE CITY: City of Palm Springs Attn: City Manager 3200 N. Tahquitz Canyon Way Palm Springs, CA 92262 with copy to: Best Best & Krieger LLP 655 W. Broadway, 15th Floor San Diego, CA 92101 Attn: Jeffrey S. Ballinger, Esq. TO THE DEVELOPER: Community Housing Opportunities Corporation Attn: Manuela Silva, CEO 5030 Business Center Dr., Ste 260 Fairfield, CA 94534 Any Party may change the address to which notices are to be sent by notifying the other Parties of the new address, in the manner set forth above. Section 5.7. Integrated Agreement. This Agreement constitutes the entire Agreement between the Parties and no modification hereof shall be binding unless reduced to writing and signed by the Parties hereto. Section 5.8. Each Party's Role in Drafting the Agreement. Each Party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement. Accordingly, neither Party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement. 567\29\3 l 31450.4 14 Section 5.9. Amendment of Aqreement; Approvals and Consents. (a) Amendments to this Agreement, including any proposal to change any condition of the Project Approvals, shall be subject to the review and approval of the decision - making body which approved the Project. No amendment may be approved that is inconsistent with State law, the Palm Springs Municipal Code, or any adopted affordable housing guidelines. Upon approval, a new Agreement or amendments to this Agreement, as appropriate, shall be executed and recorded. (b) The City has authorized the City Manager to execute this Agreement and has authorized the Director to deliver such approvals or consents as are required by this Agreement. Any consents or approvals required under this Agreement shall not be unreasonably withheld or made, unless it is specifically provided that a sole discretion standard applies. Section 5.10. No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person that Developer may have employed or with whom Developer may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the Property or the construction of the Project or construction of the Density Bonus Units. Section 5.11. Applicable Law. This Agreement shall be governed by California law. Venue shall be the County of Riverside. Section 5.12. Waivers. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Developer or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Developer to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Developer shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers. Section 5.13. Title of Parts and Sections. Any titles of the sections, subsections, or subparagraphs of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions. Section 5.14. Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. Section 5.15. Recording of Agreement. This Agreement shall be recorded against the Property in the Official Records of the County of Riverside prior to the recordation of any parcel map or final subdivision map or issuance of any building permit for the Project, whichever occurs first. 567\29\3131450.4 15 Section 5.16. Severability. In the event any limitation, condition, restriction, covenant, or provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining portions of this Agreement shall nevertheless be and remain in full force and effect. 567\29\3131450.4 16 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. DEVELOPER: CITY: Community Housing Opportunities City of Palm Springs, a California charter city Corporation, a California nonprofit public and municipal corporation benefit corporation By: By: \X& Its: Its: — _ t ►' N1a+na�f APPROVED AS TO FORM: By: 567\29\3131450 S_1 Signature Page to Density Bonus Regulatory Agreement ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the personN whose name is re subscribed to the within instrument and acknowled ed to me that(Fe)she/they executed the same in is er/their authorized capacity), and that by hi her/their sign` -a ureN on the instrument the person(, or the entity upon behalf of which the pe sonN 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. MONIQUE M. LOMELI S Notary Public • California Riverside County g Commission M 2267330 My Comm. Expires Nov 17, 2022 Signature � (Seal) 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 STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared 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. Name: Notary Public 567\29\3 131450.4 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 STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared 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. Name: Notary Public 567\29\3131450.4 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY The land referred to is situated in the County of Riverside, City of Palm Springs, State of California, and is described as follows: The Westerly 275.00 Feet of that portion of the North Half of the Northwest Quarter of the Northwest Quarter Section 2, Township 4 South, Range 4 East, San Bernardino Base and Meridian, according to the official plat thereof, lying Easterly of Indian Avenue, shown as Lot A on Map of Tract No. 2085, as shown by Map on File in Book 41 Page 50 of Maps, Records of Riverside County, California, lying Northerly of Simms Road, shown as Lot B on said Map of Tract No. 2085 and lying Southerly of San Rafael Road, shown as Lot G on said Map of Tract No. 2085. APN: 501-031-028 567\29\3131450.4 A-1 EXHIBIT B LOCATION AND SCHEDULE OF DENSITY BONUSUNITS Attach site map showing the location of the Density Bonus Units. Number of Bedrooms Density Bonus Units Unit Numbers & Location 2nd Floor 3rd Floor 4th Floor TOTALS: 567\29\3131450.4 B_ 1 EXHIBIT C MAXIMUM INITIAL AFFORDABLE RENTS FOR DENSITY BONUS UNITS AND MAXIMUM INCOME LEVEL OF TENANTS (Provided for reference. These limits are adjusted annually, as determined and published by the City. Project shall be subject to the Affordable Rents and Household Income limits in effect at the time Developer submits marketing plan to City.) A. Affordable Rents. Affordable Rent is defined in Section 1.1 of this Agreement. The table below illustrates how Affordable Rent is calculated, based upon 2021 State Income Limits adopted by the California Department of Housing and Community Development and contained in California Code of Regulations, Title 25, Section 6932. Number of AMI* for 50 Percent of Maximum Maximum Monthly Bedrooms Assumed AMI Annual Rent Affordable Rent** Household (1/12 of Maximum Size Annual Rent) 1 BR 2 $31,660 $9,480 $790 2 BR 3 $35,550 $10,656 $888 3 BR 4 $39,500 $11,844 $987 * AMI is Area Median Income. **A reasonable allowance for tenant -paid utilities must be deducted from the Tenant's monthly payments to the Developer. See definition of Rent in Section 1.1 for other fees and charges that must be deducted from the Tenant's monthly payments to the Developer. 2021 utility allowances are available at: https.//www. harivco. org/Landlord/UtilityAllowanceChartltabid/97/Default. aspx B. Maximum Household Income of Tenants (Income Limits) Household Size (Number of Persons) Maximum Gross Annual Household Income 1 $31,660 2 $35,550 3 $39,500 Income limits for larger households available upon request from the City. 567\29\3131450.4 C-1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: F\ U2 GRANT DEED The undersigned Grantor declares: SPACE ABOVE THIS LINE FOR RECORDER'S USE Documentary Transfer Tax $ ; City Transfer Tax $ SURVEY MONUMENT FEE $ [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ J unincorporated area; [ ] City of and For valuable consideration, the receipt of which is hereby acknowledged, THE CITY OF PALM SPRINGS, a California charter city and municipal corporation (herein "City" or "Grantor"), hereby grants to Monarch PS LP, a California limited partnership (herein called "Grantee"), the real property (the "Site") legally described in the document attached hereto, labeled Exhibit A, and incorporated herein by this reference. 1. The Site is conveyed pursuant to (i) a Disposition and Development Agreement (the "DDA") entered into by and between the Grantor and Community Housing Opportunities Corporation ("CHOC") and dated April 4, 2019, as amended from time to time; and (ii) an Assignment and Assumption Agreement entered into by and between CHOC and Grantee and dated , 2021. The Site is also conveyed subject to easements and other matters of record. The Site is also conveyed subject to the City Regulatory Agreement and City Deed of Trust, as those terms are defined in the DDA. 2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Site shall not be used for any purpose other than those set forth in the DDA and the City Regulatory Agreement. 3. Prior to the issuance by the City of the Certificate of Occupancy for the final building in the Project, any sale, transfer, conveyance or assignment by the Grantor shall be subject to the provisions of Section 8.3 of the DDA. Subsequent to the issuance of a Certificate of Occupancy, any sale, transfer, conveyance or assignment shall be subject to the provisions contained in the City Regulatory Agreement. Page 1 55575.00100\3 l 795321.6 4. The Site is subject to Section 7.4 of the DDA, the City Power of Termination Regarding the Property. 5. The Grantee covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Site. Further, Grantee covenants by and for itself and any successors in interest that it shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Grantee also covenants that it shall ensure that applicants for employment are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter the DDA and execute this Grant Deed, Grantee has certified to City that its actions and omissions under the DDA shall not incorporate any discrimination arising from or related to any prohibited basis in any Grantee activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Grantee is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting. All deeds, leases or contracts made relative to the Site, the improvements thereon or any part thereof shall contain or be subject to substantially the following nondiscrimination clauses: (A) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the grantee, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, Page 2 5 5 5 7 5.00100\3 l 795 3 21. 6 location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (B) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein leased." (C) In contracts: (i) "There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises; (ii) There shall be no discrimination in the performance of this agreement against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"); Page 3 55575.00100\31795321.6 (iii) All applicants for employment shall be employed, and employees shall be treated during their employment, without regard to any prohibited basis; and (iv) Performance under this agreement shall not incorporate any discrimination arising from or related to any prohibited basis in any activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and (v) The parties to this agreement are familiar with and in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting." No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the DDA, provided, however, that any successor of Grantee to the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 6. The covenants against discrimination contained in paragraph 5 of this Grant Deed shall remain in perpetuity. The covenants contained in paragraphs 3 and 4 shall remain in effect until issuance by the City of a Certificate of Occupancy for the final building of the Project pursuant to the terms of the DDA for the Site. The covenants contained in paragraph 2 with respect to the DDA shall remain in effect during the Term of the DDA as defined in the DDA. The covenants contained in paragraph 2 with respect to the Regulatory Agreement shall remain in effect during the Term of the Regulatory Agreement as defined in the Regulatory Agreement. The covenants contained in paragraphs 2, 3, 4, 5 and 6 of this Grant Deed shall be binding for the benefit of the Grantor, its successors and assigns, and any successor in interest to the Site or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor and such aforementioned parties, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties. In the event of any express conflict between this Grant Deed or the DDA, the provisions of this Grant Deed shall control. Page 4 55575.00100\31795321.6 IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized this day of ,20 CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Justin ton, City Ma er J. Approved as to Form: By: n4,—, fv.,c effrey S. BKR GEq. BEST BES & R LLP City Attorney "GRANTOR" The provisions of this Grant Deed are hereby approved and accepted. MONARCH PS LP, a California limited partnership By: SCHOC I LLC, a California limited liability company, its general partner By: Community Housing Opportunities Corporation, a California nonprofit public benefit corporation, its sole member and manager Name: Title: "GRANTEE" Page 5 55575.00100\31795321.6 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the personZV whose name is re subscribed to the within instrument and acknowledged to me tha he she/they executed the same in his er/their authorized capacity(is), and that by er/their signature on the instrument the person( or the entity upon behalf of which the personN 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. i— WITNESS my hand and official seal. o MONIQUE M. LOMELI Notary Public • California Riverside County = Commission # 2267330 My Comm. Expires Nov 17, 2022 Signature (Seal) EXHIBIT A LEGAL DESCRIPTION OF THE SITE THAT PORTION OF THE NORTH -HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 6, TRACT NO. 2085, AS RECORDED IN BOOK 41 OF MAPS, PAGE 50, RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. THENCE SOUTH 000 13' 01" WEST, ALONG THE WESTERLY LINE OF SAID LOT 6 AND THE EXTENSION THEREOF, A DISTANCE OF 598.52 FEET TO THE SOUTHWEST CORNER OF LOT 1 OF SAID TRACT 2085; THENCE SOUTH 890 56' 00" WEST, A DISTANCE OF 244.90 FEET, TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE, CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 900 17' 00" AN ARC DISTANCE OF 31.51 FEET; THENCE NORTH 000 13' 00" EAST, A DISTANCE OF S58.98 FEET TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE CONCAVE TO THE SOUTHEAST; THENCE NORTHEASTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89° 49' 34" AN ARC DISTANCE OF 31.36 FEET; THENCE SOUTH 890 57' 26" EAST, A DISTANCE OF 245.06 FEET, TO THE POINT OF BEGINNING. THIS LEGAL DESCRIPTION IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPLIANCE NO. CC 88-101 RECORDED DECEMBER 14, 1988, AS INSTRUMENT NO.88- 365876 OF OFFICIAL RECORDS. 55575.00100\31795321.6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ss County of ) On 2021 before me, a Notary Public, personally appeared 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. Signature (Seal) 55575.00100\31795321.6 MONARCH APARTMENT HOMES / AGREEMENTS 10/19/2021 Text between Anthony Mejia, City Clerk, and Jeff Ballinger, City Attorney Jeff New contact photo available Update Contact U Regarding If it's for the monarch deal, I am working on getting my signatures notarized and over to escrow today. But, in answer to your question, for a notarized signature, you probably could not. To be honest, i don't normally get my signatures on these things notarized. I am simply relying on but Monique and Jay had asked - 11SIO 9:47 r B i i.e ®Noe aenfaet Photo ar•aat" Upd— comma. But, in answer to your question, for a notarized signature, you probably could not. To be honest, I don't normally get my signatures on these things notarized. I am simply relying on but Monique and Jay had asked of me. Ok, then yes, I would authorize you to sign on my behalf. R.w9m- In ®) i ®••*•® r •`"' k, . First American Title Company i• 211 East Caldwell Avenue • Visalia, CA 93277 Office Phone:(559)625-1550 Office Fax:(866)590-2167 Seller's Estimated Settlement Statement Property: Apn (501-031-028), Palm Springs, CA File No: 5405-6660838 Lot: B Officer: Ann Kay/AK Estimated Settlement Date: Disbursement Date: Print Date: Buyer: Monarch PS LP Address: 3130 N Indian Canyon Drive, Palm Springs, CA 92262 Seller: The City of Palm Springs Address: 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 Lender: Flagstar Bank Address: To Be Determined, Placeholder, AA, Loan No.: 10/15/2021 10/11/2021, 4:26 PM Charge Description Seller Charge Seller Credit Consideration: Total Consideration New Loans : -- -- — Lender. C of Palm Springs New Loan to File _ City of Palm Springs 840,000.00 2,640,000.00 Funds Held At Close By Lender - City of Palm Springs 450,000.00 Predevelopment Comppnent-Pd Outside of Escrow - City of Palm Springs 900,000.00 Title/Escrow Charges to: Escrow Fee - One Half to First American Title Coma 1,600.00 CountyDocuments Transfer Tax to First American Title Company an 924.00 Cash ( To) (X From) Seller 452,524.00 Totals 2,642,524.00 2,642,524.00 Escrow related fees including separate fees for overnight mail- courier or notary services that are not included as part of First American's filed escrow fee may include a markup over the direct cost to First American for such services. Our wire instructions do not change. Our banking institution is First American Trust. If you receive an email or other communication that appears to be from us or another party involved in your transaction instructing you to wire funds to a bank other than First American Trust, you should consider it suspect and you must call our office at an independently verified phone number. Do not inquire with the sender. Notice — This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of Escrow Settlement Statement. SELLER(S): The City of Palm Springs By: _ Vaol,6 Name: J in Clifton Title: City Manager Initials: Page 1 of 2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the person whose name Is re ie subscribed to the within instrument and acknowled ed to me that she/they executed the same in is her/their authorized capacity), and that by is er/their signature(,) on the instrument the personN, or the entity upon behalf of which the person 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. a MONIQUE M. LOMELI Notary Public - California Riverside County > Commission k 2267330 Signature (Seal) My Comm. Expires Nov 17, 2022 Continued From Page 1 Seller's Estimated Settlement Statement Settlement Date: Print Date: 10/11/2021 First American Title Company ■�& ' Ann Kay File No: 5405-6660838 Officer: Ann Kay/AK Page 2 of 2 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attention: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE SUBORDINATION AGREEMENT (County of Riverside) This SUBORDINATION AGREEMENT (this "Agreement") dated as of 0CJN5EV, 19 _, 2021, is executed by and among (i) the CITY OF PALM SPRINGS, a California municipal corporation ("City"), (ii) the COUNTY OF RIVERSIDE, a political subdivision of the State of California ("Subordinate Lender"), and (iii) Monarch PS LP, a California limited partnership, including its predecessor(s)-in-interest ("Borrower"). RECITALS: A. , The City and Borrower are parties to that certain Affordable Housing Disposition and Development Agreement, dated as of April 4, 2019 (as amended, the "AHDDA"), under which Borrower agreed to purchase from the City that certain real property described therein (the "Property") for $2,640,000 (the "Purchase Price") in order to construct and develop on the Property a maximum 60-unit affordable multi -family housing development (the "Project"). B. Under the AHDDA and pursuant to those certain promissory notes made by Borrower in favor of the City, the Purchase Price is financed by a loan from the City to the Borrower in an amount equal to the Purchase Price, which loan has been divided into a pre - development component in the amount of $900,000 and a post -development component in the amount of $1,800,000 (together, the "City Loan"). C. To secure Borrower's obligations under the AHDDA and the City Note, the Borrower is executing and delivering a deed of trust for the benefit of the City (as amended from time to time, the "City Security Instrument") dated as of even date herewith, encumbering, among other things, Borrower's fee simple interest in the Property and certain personal property described in the City Mortgage (collectively, the "Mortgaged Property"). D. Borrower and Subordinate Lender are parties to that certain Loan Agreement for the Use of HOME Program Funds, dated as of , 2021 in the original principal amount of $500,000, which funds are via the HOME Investment Partnerships (HOME) Program, Subordination Agreement (County of Riverside) Page 1 1603\40\2898072.1 55575.18 175\34456486.1 sponsored by the County of Riverside, California (the "Subordinate Load'). The Subordinate Loan is secured by a deed of trust, under which Borrower pledges for the benefit of Subordinate Lender the Mortgaged Property as collateral to secure repayment of the Subordinate Loan. E. The Subordinate Lender agrees that the Subordinate Loan and lien recorded against the Mortgaged Property are subordinate to the City Loan and lien recorded against the Mortgaged Property thereby. F. The City has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Mortgaged Property subject to all of the conditions contained in this Agreement. AGREEMENTS: NOW, THEREFORE, in order to induce the City to permit the Subordinate Lender to make the Subordinate Loan to Borrower and to place a subordinate mortgage lien against the Mortgaged Property, and in consideration thereof, the City, Subordinate Lender and Borrower agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by reference. 2. Definitions. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: "Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual Controlled by, under common Control with, or which Controls such Person, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. "AHDDA" means that certain Affordable Housing Disposition and Development Agreement dated as of April 4, 2019, by and among the City and Community Housing Opportunities Corporation, a California non-profit public benefit corporation ("CHOC"), as assigned pursuant to that certain Assignment and Assumption, dated on or about the same date hereof, by and among CHOC, Borrower and the City, which is being recorded in the Official Records substantially concurrently herewith and as evidenced by that certain Notice of Agreement Affordable Housing Disposition and Development Agreement dated as of , 2021, by and among the City and Borrower, which is being recorded in the Official Records substantially concurrently herewith. "Borrower" means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor -in - Subordination Agreement (County of Riverside) Page 2 1603\40\2898072.1 55575.18175\34456486.1 possession and any other Person (other than the City) who acquires title to the Mortgaged Property after the date of this Agreement. "Business Day" means any day other than (a) a Saturday, (b) a Sunday, or (c) a day on which the City is not open for business. "County Regulatory Agreement" means that certain Covenant Agreement (Monarch Apartment Homes) File No. HM4-21-010 dated on or about the same date hereof, by and between Borrower and Subordinate Lender, and recorded in the Official Records substantially concurrently herewith. "City" means the City of Palm Springs, a California municipal corporation and charter city. "City Grant Deed Provisions" shall mean Sections 1 and 5 of that certain Grant Deed executed by the City in favor of Borrower, which is being recorded substantially concurrently herewith. "City Loan Default" means the occurrence of an "Event of Default" as that term is defined in the City Loan Documents. "City Loan Documents" means the AHDDA, the City Notes, the City Mortgage, and all other documents evidencing, securing or otherwise executed and delivered in connection with the City Loan. "City Loan" has the meaning set forth in Recital B, above. "City Mortgage" means that certain deed of trust dated on or about the same date hereof by Borrower for the benefit of City, encumbering the Mortgaged Property as security for the City Loan, recorded in the Official Records substantially concurrently herewith. "City Notes" means those certain promissory notes executed and delivered by the Borrower in favor of the City evidencing the Borrower's obligations to repay the City Loan. "City Security Instrument" means the deed of trust executed and delivered by Borrower for the benefit of City, dated as of even date herewith, encumbering, among other things, Borrower's fee simple interest in the Mortgaged Property as described in the City Mortgage. "Condemnation Action" means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect. "Control" (including with correlative meanings, the terms "Controlling," "Controlled by" and "under common Control with"), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise. Subordination Agreement (County of Riverside) Page 3 1603\40\2898072.1 55575.18175\34456486.1 "Default Notice" means: (a) a copy of any written notice from City to Borrower and Subordinate Lender stating that a City Loan Default has occurred under the City Loan Documents; or (b) a copy of any written notice from Subordinate Lender to Borrower and City stating that a Subordinate Loan Default has occurred under the Subordinate Loan Documents. Each Default Notice shall specify the default upon which such Default Notice is based. "Official Records" means the Official Records of Riverside County, California. "Person" means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). "Subordinate Lender" means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Subordinate Lender, or any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan" has the meaning set forth in Recital D, above. "Subordinate Loan Default" means the occurrence of an "Event of Default" as that term is defined in the Subordinate Loan Documents. "Subordinate Loan Documents" means the Subordinate Loan, the Subordinate Mortgage, and the Subordinate Note, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan. The parties acknowledge that the County Regulatory Agreement is not a Subordinate Loan Document and shall be in a senior lien priority position to the City Security Instrument. "Subordinate Mortgage" means that certain Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) dated on or about the same date hereof by Borrower for the benefit of Subordinate Lender, encumbering the Mortgaged Property as security for the Subordinate Loan, recorded in the Official Records substantially concurrently herewith. "Subordinate Note" means that certain Promissory Note (HOME Loan) dated as of , 2021, in the face principal amount of $500,000 and evidencing the Subordinate Loan, executed by Borrower to the order of Subordinate Lender. 3. Permission to Place Mortgage Lien Against Mortgaged Property. City agrees, notwithstanding the prohibition against inferior liens on the Mortgaged Property contained in the City Loan Documents and subject to the provisions of this Agreement, to permit Subordinate Lender to record the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Mortgaged Property to secure Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan. Such permission is subject to the condition that each of the representations and warranties made by the Borrower and the Subordination Agreement (County of Riverside) 1603\40\2898072.1 55575.18175\34456486.1 Page 4 Subordinate Lender in Section 4 is true and correct on the date of this Agreement and on the date on which the proceeds of the Subordinate Loan are disbursed to the Borrower. If any of the representations and warranties made by the Borrower and the Subordinate Lender in Section 4 is not true and correct on both of those dates, the provisions of the City Loan Documents applicable to unpermitted liens on the Mortgaged Property shall apply. 4. Borrower's and Subordinate Lender's Representations and Warranties. Borrower and Subordinate Lender each makes the following representations and warranties to City: (a) Subordinate Loan Documents. The Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage, and other Subordinate Loan Documents. (b) Relationship of Borrower to Subordinate Lender. The Subordinate Lender is not an Affiliate of the Borrower. (c) Term. The maturity date of the Subordinate Note is the later of (i) July 1, 2077 or (ii) fifty-five (55) years from the recordation of the Notice of Completion in the Official Records for the last building for which construction is completed for the Project. (d) Subordinate Loan Documents. The executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, City prior to the date of this Agreement. Upon execution and delivery of the Subordinate Loan Documents, Borrower shall deliver to City an executed copy of each of the Subordinate Loan Documents and the County Regulatory Agreement, certified to be true, correct and complete. 5. Deliveries. Upon execution and delivery of the City Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the City Loan Documents, certified to be true, correct and complete. Subordination Agreement (County of Riverside) Page 5 1603\40\2898072.1 55575.18175\34456486.1 6. Terms of Subordination. (a) Agreement to Subordinate. City and Subordinate Lender agree that (1) subject to the terms of paragraph (c) below in this Section 6, the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of the Indebtedness evidenced by the City Loan Documents, and (2) the liens, terms, covenants and conditions of the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the City Security Instrument and the other City Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the City Security Instrument and the other City Loan Documents (including but not limited to, all sums advanced for the purposes of (A) protecting or further securing the lien of the City Security Instrument, curing defaults by Borrower under the City Loan Documents or for any other purpose expressly permitted by the City Loan Documents, or (B) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights. Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the City Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the City Security Instrument. (c) Payments Before City Loan Default. Notwithstanding anything to the contrary in this Agreement, until Subordinate Lender receives a Default Notice of a City Loan Default, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents. (d) Payments After City Loan Default. Borrower agrees that, after it receives a Default Notice of a City Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without City's prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from City with written instructions directing Subordinate Lender not to accept payments from Borrower on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment Subordination Agreement (County of Riverside) 1603\40\2898072.1 55575.18 175\34456486.1 Page 6 charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without City's prior written consent or until the City Loan has been repaid in full. If Subordinate Lender receives written notice from City that the City Loan Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by City, the restrictions on payment to Subordinate Lender in this Section 6 shall terminate, and City shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender's receipt of a new Default Notice from City in accordance with the provisions of this Section 6(d). (e) Remitting Subordinate Loan Payments to City. If, after Subordinate Lender receives a Default Notice from City in accordance with Section 6(d), Subordinate Lender receives any payments under the Subordinate Loan Documents, Subordinate Lender agrees that such payment or other distribution will be received and held in trust for City and unless City otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to City, properly endorsed to City, to be applied to the principal of, interest on and other amounts due under the City Loan Documents in accordance with the provisions of the City Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to City, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and City acknowledge and agree that payments received by Subordinate Lender, and remitted to City under this Section 6, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to City waive any Subordinate Loan Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan. (f) [Reserved] (g) Agreement Not to Commence Bankruptcy Proceeding. Subordinate Lender agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings against or with respect to Borrower, without City's prior written consent. 7. Default Under Subordinate Loan Documents. (a) Notice of Subordinate Loan Default and Cure Rights. During the term of this Agreement, Subordinate Lender shall deliver to City a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to City shall not prevent the exercise of Subordinate Lender's rights and remedies under the Subordinate Loan Subordination Agreement (County of Riverside) Page 7 1603\40\2898072.1 55575.18175\34456486.1 Documents, subject to the provisions of this Agreement. City shall have the right, but not the obligation, to cure any Subordinate Loan Default within sixty (60) days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents to the extent permitted under Section 7(b). All amounts paid by City in accordance with the City Loan Documents to cure a Subordinate Loan Default shall be deemed to have been advanced by City pursuant to, and shall be secured by, the City Loan Agreement and the City Security Instrument. (b) Subordinate Lender's Agreement to Standstill. If a Subordinate Loan Default occurs and is continuing, the Subordinate Lender agrees that, without the City's prior written consent, it will not accelerate the Subordinate Loan, commence foreclosure proceedings with respect to the Mortgaged Property, collect rents, appoint (or seek the appointment of) a receiver or institute any other collection or enforcement action; provided, however, Subordinate Lender shall not be prohibited from enforcing any covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the County Regulatory Agreement. (c) Cross Default. Borrower and Subordinate Lender agree that a Subordinate Loan Default for which a Default Notice has been sent shall constitute a City Loan Default under the City Loan Documents and City shall have the right to exercise all rights or remedies under the City Loan Documents in the same manner as in the case of any other City Loan Default. If Subordinate Lender notifies City in writing that any Subordinate Loan Default of which City has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that City has not conducted a sale of the Mortgaged Property pursuant to its rights under the City Loan Documents, any City Loan Default under the City Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured, and the City Loan shall be reinstated, provided, however, that City shall not be required to return or otherwise credit for the benefit of Borrower any default rate interest or other default related charges or payments received by City during such City Loan Default. 8. Default Under City Loan Documents. (a) Notice of City Loan Default and Cure Rights. City shall deliver to Subordinate Lender a Default Notice within five (5) Business Days in each case where City has given a Default Notice to Borrower. Failure of City to send a Default Notice to Subordinate Lender shall not prevent the exercise of City's rights and remedies under the City Loan Documents, subject to the provisions of this Agreement. The Subordinate Lender shall have the right, but not the obligation, to cure any such City Loan Default as provided below. Subordinate Lender shall have up to sixty (60) days from the date of the Default Notice to cure any Subordination Agreement (County of Riverside) Page 8 1603\40\2898072.1 55575.18175\34456486.1 monetary default under the City Loan Documents; provided, however, that the City shall be entitled during such 60-day period to continue to pursue its remedies with respect to the Mortgaged Property. Subordinate Lender shall have up to sixty (60) days from the date of the Default Notice to cure a non - monetary default if during such 60-day period Subordinate Lender keeps current all payments required by the City Loan Documents. In the event that such a non -monetary default creates an unacceptable level of risk relative to the Mortgaged Property, or City's secured position relative to the Mortgaged Property, as determined by City in its sole discretion, then City may exercise during such 60-day period all available rights and remedies to protect and preserve the Mortgaged Property and the rents, revenues and other proceeds from the Mortgaged Property. All amounts paid by the Subordinate Lender to the City to cure a City Loan Default shall be deemed to have been advanced by the Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgage. (b) Cross Default. Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a City Loan Default shall not constitute a default under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) City has accelerated the maturity of the City Loan, or (2) City has taken affirmative action to exercise its rights under the City Loan Documents to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the City Loan Documents. At any time after a City Loan Default is determined to constitute a default under the Subordinate Loan Documents, Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any City Loan Default to the satisfaction of City, as evidenced by written notice from City to Subordinate Lender, any default under the Subordinate Loan Documents arising from such City Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such City Loan Default had never occurred. 9. Conflict. Borrower, City and Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the City Loan Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of City and Subordinate Lender in the Mortgaged Property; (b) the timing of the exercise of remedies by City and Subordinate Lender under the City Loan Documents and the Subordinate Loan Documents, respectively; and (c) solely as between City and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which City and Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any City Loan Default or Subordinate Loan Default, as the case may be; give Borrower the right to notice of any City Loan Default or Subordinate Loan Default, as the case may be other than that, if any, provided, respectively under Subordination Agreement (County of Riverside) Page 9 1603\40\2898072.1 55575.18175\34456486.1 the City Loan Documents or the Subordinate Loan Documents; or create any other right or benefit for Borrower as against City or Subordinate Lender. 10. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of City under the City Loan Documents. Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter: (a) Protection of Security Interest. Subordinate Lender shall not, without the prior written consent of City in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure City Loan Defaults pursuant to Section 8(a) and advance funds pursuant to the Subordinate Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents. (b) Condemnation or Casualty. Following the occurrence of (1) a Condemnation Action, or (2) a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a "Casualty"), at any time or times when the City Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply: (A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to City's rights under the City Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by City; provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and (B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the City Loan) in the manner provided by the City Loan Documents; provided, however, that if City Subordination Agreement (County of Riverside) Page 10 1603\40\2898072.1 55575.18175\34456486.1 is entitled to and elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the City Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the City Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, City agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any disagreement between City and Subordinate Lender over the application of Casualty proceeds, the decision of City, in accordance with the rights under its City Loan Documents, shall prevail until such time as the City Loan are repaid in full with interest and all obligations under the City Loan Documents are satisfied in full. (c) Insurance. Subordinate Lender agrees that all original policies of insurance required pursuant to the City Security Instrument shall be held by City. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of the proceeds of property damage insurance under the City Security Instrument, or that it be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (d) No Modification of Subordinate Loan Documents. During the term of this Agreement, Borrower and Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the City Loan Documents have been paid in full, it will not, without the prior written consent of City in each instance for which the City shall not unreasonably withhold or delay its consent, increase the amount of any Subordinate Loan (except in the case of sums advanced by City in exercising its rights and remedies under the City Loan Documents (including the making of protective advances)), increase the required payments due under any Subordinate Loan, decrease the term of any Subordinate Loan, increase the interest rate on any Subordinate Loan, or otherwise execute any amendment to any Subordinate Loan terms in a manner that creates a materially adverse effect upon City under the City Loan Documents. Subordinate Lender agrees that it shall not transfer or assign the Subordinate Loan or the Subordinate Loan Documents without the prior written consent of the City; provided, however, City shall not unreasonably withhold or delay its consent to assignment or transfer of Subordinate Lender's interest in the Subordinate Loan to an agency of, or department of the State of California, or other governmental entity. Subordination Agreement (County of Riverside) Page 11 1603\40\2898072.1 55575.18175\34456486.1 11. Conversion, Modification or Refinancing of City Loan. Subordinate Lender consents to any agreement or arrangement in which City waives, postpones, extends, reduces or modifies any provisions of the City Loan Documents, including any provision requiring the payment of money. Notwithstanding the foregoing, City shall not, without the prior written consent of Subordinate Lender in each instance, execute any amendments or modifications to the City Loan Documents that would (i) increase the maximum principal amount of the City Loan (except in the case of sums advanced by City in exercising its rights and remedies under the City Loan Documents (including the making of protective advances)), (ii) increase the required payments due under the City Loan, (iii) increase the interest rate from the interest rate stated in the City Loan Documents, (iv) decrease the term of the City Loan, or (v) otherwise create a materially adverse effect upon Subordinate Lender under the Subordinate Loan Documents. Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose of refinancing all or any part of the City Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) and, in the event of new mortgage debt, Subordinate Lender shall execute and deliver to City a new subordination agreement on the same terms and conditions as this Subordination Agreement; and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the City Loan, the City Note, the City Loan Agreement, the City Security Instrument, the City Loan Documents and City shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note. 12. Default by Subordinate Lender or City. If Subordinate Lender or City defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non - defaulting lender shall have the right to all available legal and equitable relief. 13. Reinstatement. To the extent that Borrower makes a payment to City or City receives any payment or proceeds of the collateral securing the City Loan for Borrower's benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable doctrine, then to the extent of such payment or proceeds received and not retained by City, this Agreement shall be reinstated and continue in full force and effect until full and final payment shall have been made to City. Subordinate Lender agrees to hold in trust for City and promptly remit to City any payments received by Subordinate Lender after such invalidated, rescinded or returned payment was originally made. 14. Notices. Subordination Agreement (County of Riverside) Page 12 1603\40\2898072.1 55575.18175\34456486.1 Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as "notices" and referred to singly as a "notice") which the City or the Subordinate Lender is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if. (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two days after mailing in the United States), addressed to the respective parties as follows: CITY: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attention: City Manager SUBORDINATE LENDER: Director of HHPWS County of Riverside 3403 10th Street, Suite 300 Riverside, California 92501 Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt. 15. General. (a) Assignment/Successors. This Agreement shall be binding upon Borrower, City and Subordinate Lender and shall inure to the benefit of the respective legal successors, transferees and assigns of Borrower, City and Subordinate Lender. Borrower shall not assign any of its rights and obligations under this Agreement without the prior written consent of City and Subordinate Lender. Subordination Agreement (County of Riverside) Page 13 1603\40\2898072.1 55575.18175\34456486.1 (b) No Partnership or Joint Venture. City's permission for the placement of the Subordinate Loan does not constitute City as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto. (c) City's and Subordinate Lender's Consent. Wherever City's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by City in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender's consent or approval is. required by any provision of this Agreement, such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. (d) Further Assurances. Subordinate Lender, City and Borrower each agrees, at Borrower's expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Mortgage is subordinate to the lien, covenants and conditions of the City Loan Documents, or to further evidence the intent of this Agreement. (e) Amendment. This Agreement shall not be amended except by written instrument signed by all parties hereto. (f) Governing Law. This Agreement shall be governed by the laws of the jurisdiction in which the Mortgaged Property is located without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. City, Subordinate Lender and Borrower agree that any controversy arising under or in relation to this Security Instrument shall be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The state and federal courts and authorities with jurisdiction in such locale shall have exclusive jurisdiction over all controversies that arise under or in relation to this Agreement. The parties hereto irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation and waive any other venue to which any might be entitled by virtue of domicile, habitual residence or otherwise. (g) Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. Subordination Agreement (County of Riverside) Page 14 1603\40\2898072.1 55575.18175\34456486.1 (h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one (1) and the same instrument. (i) Sale of City Loan. Nothing in this Agreement shall limit City's (including any assignee or transferee of City) right to sell or transfer the City Loan, or any interest in the City Loan. The City Loan or a partial interest in the City Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. [Remainder of Page Intentionally Blank] Subordination Agreement (County of Riverside) 1603\40\2898072.1 55575.18175\34456486.1 Page 15 IN WITNESS WHEREOF, Borrower, City and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides, Borrower, City, and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument. CITY: CITY OF PALM SPRINGS, a California municipal corporation By: City Manager APPROVED AS TO FORM BESTV11- WityAttorIEGER LLP By: ey Subordination Agreement (County of Riverside) Page S-1 1603\40\2898072.1 55575.18175\34456486.1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the person subscribed to the within instrument and acknowledged to me tha he he Is er/their authorized capacity()is.$), and that by his er/their sig ure� person, or the entity upon behalf of which the persona acted, execut whose name iey executed the same in on the instrument the 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. *My MONIQUE M. LOMELI Notary Public - California Riverside County Commission is2267330 Signature Comm. Expires Nov 17, 2022 (Seal) BORROWER: MONARCH PS LP, a California limited partnership By: SCHOC I LLC a California limited liability company Its: General Partner By: Community Housing Opportunities Corporation, a California nonprofit public benefit corporation, its sole member and manager LN Manuela Silva, Chief Executive Officer Date: Subordination Agreement (County of Riverside) Page S-2 1603140\2898072.1 55575.18175\34456486.1 SUBORDINATE LENDER: COUNTY OF RIVERSIDE, a political subdivision of the State of California .00 Name: Title: APPROVED AS TO FORM GREGORY P. PRIAMOS, COUNTY COUNSEL I: Amrit P. Dhillon, Deputy County Counsel Subordination Agreement (County of Riverside) Page S-3 1603\40\2898072.1 55575.18 l 75\34456486.1 EXHIBIT A Legal Description A.P.N.: 501-031-028 Real property in the City of Palm Springs , County of Riverside, State of California, described as follows: THAT PORTION OF THE NORTH -HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 6, TRACT NO. 2085, AS RECORDED IN BOOK 41 OF MAPS, PAGE 50, RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. THENCE SOUTH 000 13' 01" WEST, ALONG THE WESTERLY LINE OF SAID LOT 6 AND THE EXTENSION THEREOF, A DISTANCE OF 598.52 FEET TO THE SOUTHWEST CORNER OF LOT 1 OF SAID TRACT 2085; THENCE SOUTH 890 56' 00" WEST, A DISTANCE OF 244.90 FEET, TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE, CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 900 17' 00" AN ARC DISTANCE OF 31.51 FEET; THENCE NORTH 000 13' 00" EAST, A DISTANCE OF 558.98 FEET TO THE BEGINNING OF A 20.00 FOOT TANGENT CURVE CONCAVE TO THE SOUTHEAST; THENCE NORTHEASTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 890 49' 34" AN ARC DISTANCE OF 31.36 FEET; THENCE SOUTH 890 57' 26" EAST, A DISTANCE OF 245.06 FEET, TO THE POINT OF BEGINNING. THIS LEGAL DESCRIPTION IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPLIANCE NO. CC 88-101 RECORDED DECEMBER 14, 1988, AS INSTRUMENT NO. 88-365876 OF OFFICIAL RECORDS. Subordination Agreement (County of Riverside) Form 6456 Page A-1 08-13 4828-4040-9780v.2 4900000-002172 [Altrudy] 4817-2168-9538v.2 4900000-002226 1603\40\2898072.1 55575.18175\34456486.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ss County of ) On a 2020 before me, Notary Public, personally appeared 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. Signature. Subordination Agreement (County of Riverside) Form 6456 08-13 (Seal) [Altrudy] 1603\4012898072.1 4817-2168-9538v.2 4900000-002226 55575.18175\34456486.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ss County of ) On 2020 before me, Notary Public, personally appeared 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. Signature Subordination Agreement (County of Riverside) Form 6456 08-13 (Seal) [Altrudy] 1603\40\2898072.1 4817-2168-9538v.2 4900000-002226 55575.18175\34456486.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ss County of ) On 2020 before me, a Notary Public, personally appeared 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. Signature. Subordination Agreement (County of Riverside) 1603\40\2898072.1 55575.18175\34456486.1 Form 6456 08-13 (Seal) [Altrudy] 4817-2168-9538v.2 4900000-002226 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Duane Morris LLP 30 South 17th Street Philadelphia, PA 19103-4196 Attn: Arthur J. Momjian, Esq. (Space Above This Line For Recorder's Use) SUBORDINATION AGREEMENT Flagstar Bank — Monarch NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR RIGHTS UNDER CERTAIN AGREEMENTS RELATING TO CERTAIN REAL PROPERTY BECOMING SUBJECT TO, AND OF LOWER PRIORITY THAN, THE LIEN OF A SECURITY INTEREST. THIS SUBORDINATION AGREEMENT (this "Agreement"), made as of the 1$ day of October, 2021 by and between CITY OF PALM SPRINGS, a California municipal corporation ("Subordinating Party"), in its capacity as lender in connection with the loan described in Recital C below, whose address is 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262, Attention: City Manager, and FLAGSTAR BANK, FSB, a federally chartered savings bank (together with its successors and assigns, "Bank"), in its capacity as assignee of the California Municipal Finance Authority, a joint exercise of powers agency organized and existing under the laws of the State of California (in such capacity, "Governmental Lender"), whose address is 2111 Palomar Airport Road, Suite 320, Carlsbad, CA 92011, is made with reference to the following facts: A. Unless expressly defined herein, all capitalized terms used herein shall have the meanings ascribed to them in Appendix I attached hereto and made a part hereof. B. Borrower is the owner (or, concurrently with the recording of this Agreement, will be the owner) of the Property, which Property is more particularly described in Exhibit "A" attached hereto and made a part hereof. C. Borrower has executed or is concurrently executing that certain deed of trust (the "Subordinating Party's Deed of Trust") dated of even date herewith, for the benefit of Subordinating Party, securing a loan in the aggregate principal amount of Two Million Six Hundred Forty Thousand Dollars ($2,640,000) (the "Subordinating Party's Loan") evidenced by two (2) promissory notes (collectively, the "Subordinating Party's Notes"), and which Subordinating Party's Deed of Trust is intended to be recorded concurrently herewith in the Official Records of Riverside County, California ("Official Records") and encumbering the Property and all Improvements to be constructed thereon. The Subordinating Party's Deed of Trust, the Subordinating Party's Notes, and all other documents evidencing, securing or pertaining to the Subordinating Party's Loan including without limitation that certain Predevelopment Construction and Permanent Loan Agreement and that Affordable Housing Regulatory Agreement both by and between Borrower and the Subordinating Party are sometimes hereinafter collectively referred to as the "Subordinating Party's Loan Documents". The Subordinating Party's Loan Documents also includes that certain Disposition and Development Agreement by and between Borrower and Subordinating Party dated April 4, 2019, as amended. DM318123603.2 Subordinating Party CITY OF PALM SPRINGS, a California municipal corporation By: Name: Title: City Manager A EST: r rty Clerk APPROVED AS TO FORM BEST K EGER LLP By: Name: Title: City Attorney 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 On , before me, (insert name and title of the officer) Notary Public, personally appeared 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. Signature (Seal) [Signature Page to Subordination Agreement (Flagstar— Monarch (City))] ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the personN whose name is are subscribed to the within instrument and acknowled ed to me that/she/they executed the same in hi her/their authorized capacity), and that by is her/their signature ) on the instrument the person, or the entity upon behalf of which the person acted, execut6d 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 0�P-, 6My MONIQUE M. LOMELI Notary Public - California Riverside County> Commission # 2267330 Comm. Expires Nov 17, 2022 (Seal) Subordinating Party CITY OF PALM SPRINGS, a California municipal corporation By: —%.4-(,.. CLA� Name: ow U Title: City Manager A Chv'Clerk APPROVED AS TO FORM BEST K EGER LLP By: Name:'��� Title: City Attorney 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 On , before me, (insert name and title of the officer) Notary Public, personally appeared 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. Signature (Seal) [Signature Page to Subordination Agreement (Flagstar— Monarch (City))] ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the on�whose name is re bscribed to the within instrument and acknowledged to me that�she/they executed the same in hi /her/their authorized capacityt e- � and that by Is er/their signature`(�s on the instrument the erson`j, or the entity upon behalf of which the p songs} 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. MONIQUE M. LOMELI eMy Notary Public - California Riverside County Commission ;� 2267330 Signature (Seal) Comm, Expires Nov 17, 2022 Subordinating Party CITY OF PALM SPRINGS, a California municipal corporation By: Name: Title: City Manager ATTEST: Clerk APPROVED AS TO FORM BEST KR EGER LLP By: Name: -::TeFF �atls V Title: City Attorney 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 On , before me, (insert name and title of the officer) Notary Public, personally appeared 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. Signature (Seal) [Signature Page to Subordination Agreement (Flagstar — Monarch (City))] ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the person whose name is/ re su scribed to the within instrument and acknowled d to me that/she/they executed the same in fiis/ er/their authorized capacityZ*s), and that by I i her/their sig tureon the instrument the person or the entity upon behalf of which the persons -*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. MONIQUEM. LOMELI �7 Notary Public • California Riverside County s; Commission # 2267330 My Comm. Expires Nov 17, 2022 SignatureAkol- (Seal) Subordinating Party CITY OF PALM SPRINGS, a California municipal corporation By: 6A, Name: Title: City Manager AT EST: 4 Clerk APPROVED AS FORM BEST KR GER LLP n By: �`�✓ Name: 3atl) Title: City Attorne 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 On , before me, (insert name and title of the officer) Notary Public, personally appeared 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. Signature (Seal) [Signature Page to Subordination Agreement (Flagstar — Monarch (City))] RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Palm Springs P.O. Box 2743 Palm Springs, California 92263-2743 Attn: City Clerk Exempt from Recording Fee per Government Code V7383 (Space above for Recorder's Use) (Space Above This Line For Recorder's Use) FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO PARTICIPATE IN DISTRICT FOR UTILITY UNDERGROUNDING UPON NOTICE This Certificate of First Amendment To Declaration of Covenants, Conditions and Restrictions to Participate in District for Utility Undergrounding Upon Notice (the "Amendment") is made this It day of OCtb'Q it , 2021 by Monarch PS LP, a California limited partnership ("Declarant"), as successor in interest to Garden Springs Apartments, a California limited partnership, and the City of Palm Springs, a municipal corporation ("City"). RECITALS A. Declarant is the owner of that certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as 3130 Indian Canyon Drive North, Palm Springs, California 92262 (APN 501-031-028), more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). B. The Property is subject to that certain Declaration of Covenants, Conditions and Restrictions to Participate in District for Utility Undergrounding Upon Notice, which was recorded on July 13, 2000 as Instrument No. 2000-271229 in the Official Records of the County of Riverside (the "Declaration"). C. Section 8.04.401 of the City's Municipal Code requires underground installation of all existing and proposed electrical lines of thirty-five thousand volts or less and overhead service drop connectors, and all gas, telephone, television cable service, and similar wires or lines, which are on -site, abutting, and/or transecting property where new buildings or structures are proposed to be built, as a condition precedent for the City's issuance of a certificate of occupancy ("Improvements"). D. Section 8.04.402 of the City's Municipal Code permits the City to waive or defer undergrounding of Improvements so long as a covenant is recorded and so long as such covenant provides that the covenantor shall waive any right to protest the establishment of any undergrounding assessment district or other area -wide method of funding such undergrounding 55575.18175\34393612.2 including any obligation to reimburse other parties for their respective share of such undergrounding cost. The covenant must also provide for the City's retained right to underground such utilities and to receive from covenantor its respective share of such cost, and to establish a lien against the property should covenantor not pay such funds following reasonable notice. The Declaration permitted deferral of the undergrounding of Improvements located on the eastern boundary of the Property and satisfied section 8.04.402 of the City's Municipal Code. E. The term of the Declaration is "until the Improvements are constructed." F. The Declaration may be modified "by a written instrument duly executed and acknowledged by the parties ..., their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside." G. City and Declarant entered into a Disposition and Development Agreement dated April 4, 2019 (the "DDA") for an affordable housing project to be constructed on the Property (the "Project"). H. In connection with approval of the DDA, and by confirming letter dated June 24, 2020, the City waived Planning Commission Engineering Condition ENG 49, which required existing overhead utilities abutting the west, north, and east property lines of the Project to be placed underground. I. City has determined it to be in the best interests of the parties to amend the Declaration to defer the Improvements and effectiveness of the Declaration for so long as the Project is operated as an affordable housing project subject to recorded rent and income restrictions. AGREEMENT NOW THEREFORE, City and Declarant hereby covenant for themselves and for their successors and assigns, that the Property, and every part thereof, is now held, and shall hereafter be held, transferred, encumbered, sold, leased, conveyed or otherwise alienated, used and occupied, subject to the terms of the Declaration, as modified and amended by this Amendment as follows: 1. Definitions. All defined terms used in this Amendment which are not otherwise defined herein shall have the meanings ascribed to them in the Declaration. "Declaration", as used herein, means the Declaration as amended hereby. 2. Right of City to Establish District to Construct Improvements Section 1.0 of the Declaration is hereby amended to read as follows (changes in bold): "City may, at its sole discretion, elect to construct the Improvements, either alone or as part of a larger project, through the establishment of an improvement district, assessment district, benefit area, or any other lawful plan or procedure for the construction and financing of public improvements ("District"). Provided, however, that City shall defer the establishment of any District for so long as the Project 55575.18175\34393612.2 is operated as an affordable housing project subject to recorded rent and income restrictions. If, upon the expiration of the Term of the City Regulatory Agreement, the City elects to establish a District, Declarant hereby agrees to join the District and pay its proportionate share of the cost of constructing the Improvements. Further, Declarant hereby waives its right to protest the formation of the District or the imposition of an assessment under the Special Assessment Investigation, Limitation and Majority Protest Act of 1931, California Streets and Highways Code Sections 2800 et sec . or any other procedure for the establishment of a District and/or the implementation of an assessment." 3. Miscellaneous. In the event of any conflict between the terms of this Amendment and the terms of the Declaration, the terms of this Amendment shall control. Except to the extent the Declaration is modified by this Amendment, the remaining terms and conditions of the Declaration shall remain unmodified and in full force and effect. This Amendment and the Declaration shall be governed by, and construed in accordance with, the laws of the State of California (without regard to any choice of law provisions thereof). [SIGNATURES ON FOLLOWING PAGE] 55575.1 S 175\34393612.2 IN WITNESS WHEREOF, City and Declarant have executed this First Amendment as of the date and year first mentioned above. DECLARANT: MONARCH PS LP, a California limited partnership, By: Print Name: Title: CITY: City of Palm Springs, a California municipal corporation By: City Maruger ATTEST: APPROVED AS TO FORM: By: -Fvc ity Atto ey% 55575.18175\34393612.2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the person whose name( is re subscribed to the within instrument and acknowled ed to me that�iehe/they executed the same in his her/their authorized capacity(i�s), and that by is her/their sign``a{{''ureN) on the instrument the personN, or the entity upon behalf of which the person( 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 MONIQUEM. LOMELI Notary Public - California Riverside County Commission # 2267330 (Seal) My Comm. Expires Nov 17, 2022 STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, (here insert name and title of the officer), personally appeared , 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. Signature (Seal) 55575.18175\34393612.2 EXHIBIT A Legal Description 55575.18175\34393612.2 SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT ("First Amendment") to the Disposition and Development Agreement ("Agreement") dated , 2019, is hereby entered into this ,C _ day of QT �, 2021 (the "Effective Date") by and between CITY OF PALM SPRINGS, a California charter city and municipal corporation ("City") acting in its capacity as Housing Successor Agency to the Redevelopment Agency of the City of Palm Springs, and COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation ("Developer" or "CHOC") (each a "Party" and collectively "Parties"). RECITALS This Second Amendment is made and entered into with respect to the following facts: WHEREAS, capitalized terms used but not defined in these Recitals shall have the meaning set forth in the Agreement; and WHEREAS, the Agreement sets forth the terms and conditions pursuant to which the City would transfer the Site to CHOC to develop an affordable housing project in the City; and WHEREAS, as of May 25, 2021, the Parties entered into that certain First Amendment to Disposition and Development Agreement (the "First Amendment"), which (i) extended the Outside Closing Date to June 1, 2022; and (ii) amended section 7.3 of the Agreement to allow the City to unilaterally terminate the Agreement "for any reason or no reason upon provision of a written notice to Developer not less than 60 days prior to Completion of Construction" (the "Tenmination by City Provision"); and WHEREAS, due to delays caused by the Covid-19 pandemic, the tax credit investor in the Project, NEF Assignment Corporation, as nominee ("NEF Investor'), requested and the City agrees to extend (i) the term of the Agreement by one year, to December 31, 2024; and (ii) corresponding milestone dates in Attachment 3 (Schedule of Performance) of the Agreement; and WHEREAS, NEF Investor requested and the City agrees to revert the Termination by City Provision to its original iteration prior to the revision caused by the First Amendment; and WHEREAS, pursuant to Section 8.6 of the Agreement, the City Manager or the City Economic Development Director has the authority to approve extensions to the Outside Closing Date and to amend the Agreement "so long as such actions do not materially or substantially change the uses or development permitted on the Site, or materially or substantially add to the costs incurred or to be incurred by City as specified" in the Agreement; and NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: 55575.00100\33883705.1 1. Section 2.1 (Term) is hereby amended as follows: subsection (b) is hereby amended to read: "December 31, 2024, unless extended by mutual agreement of the Parties." 2. Section 7.3 (Termination by City) is hereby amended to read in its entirety as follows: "In the event City is not in Default under this Agreement, City may terminate this Agreement by written notice to Developer (and pursue its remedies for Default, if applicable) if on or before the Outside Closing Date any of the following events occur: (a) City's Conditions Precedent (a) or (c) is not satisfied on or before the time required by this Agreement. (b) Developer is otherwise in Default of this Agreement and fails to cure such Default within the time set forth herein." 3. Attachment 3 (Schedule of Performance) is hereby amended as follows: Milestone number 1 I is hereby amended to read: "11. Completion of Project and Issuance of Certificate of Occupancy: 30 months after Construction Commencement." 4. The provisions of this Second Amendment shall be deemed a part of the Agreement and except as otherwise provided under this Second Amendment, the Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the Agreement, the provisions of this Second Amendment shall control, but only in so far as such provisions conflict with the Agreement and no further. IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed on the day and year first appearing above. CITY: CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Just Clifton, LJ— City Manager APPROVED AS TO FORM: City Attorney By: ,�.ir/ attorne ame] �ealt�tirµ�/ 55575 00100\33883705.1 DEVELOPER: COMMUNITY HOUSING OPPORTUNITIES CORPORATION, a California nonprofit public benefit corporation, By: Print Name: Title: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On October 18, 2021 before me, Monique M. Lomeli, Notary Public (insert name and title of the officer) personally appeared Justin Clifton who proved to me on the basis of satisfactory evidence to be the personN whose name} is re subscribed to the within instrument and acknowledged to me that(fie)she/they executed the same in is her/their authorized capacityks), and that by is er/their signinfureN on the instrument the person, or the entity upon behalf of which the person 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. amy MONIQUE M. LOMELI Notary Public -California Riverside County > Commission,Y 2267330 Comm. Expires Nov 17, 2022 11 Signature Lb,t (Seal)