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1/5/2005 - AGREEMENTS
Kathie Hart From: Kathie Hart Sent: Wednesday,January 20, 2016 6:34 PM To: Lauri Aylaian Subject: (� A00490c-Century Crowell Communities LP (Disposition and Development Agreement) Attachments: A00490c.pdf Lauri: I am sorry that I have to do this to you. :-\ I have attached the above referenced agreement for your review and instruction. May this agreement file be closed? Thanks for your help. Kathie Hart, MMC Chief Deputy City Clerk CALIrORN1A take no Ooce el".- City of Palm Springs (760)323-8206 3200 E. Tahquitz Canyon Way f=� (760)322-8332 Palm Springs,CA 92262 �-< Kathie.Hart@Palm5pringsCA.gov City Hall is open 8 am to 6 pm, Monday through Thursday, and closed on Fridays. 1 Mountain Gate II Palm Springs Ventures LLC Second Letter Agr. AGREEMENT #0490C Res 1293, 21466 12-7-05 IndymacBank- Womebuilder Division 155 North Lake Avenue, LK-11-19 Pasadena, CA 91101 SECOND LETTER AGREEMENT May 25, 2006 Mountain Gate II Palm Springs Ventures, LLC c/o Troxler Ventures Partners, Inc. 5023 N. Parkway Calabasas Calabasas, CA 91302 Attn: Roger Taylor RE: Borrower Name: Mountain Gate II Palm Springs Ventures, LLC Project Name: Mountain Gate II —Palm Springs (Phase 2 &3) Loan Amount: $17,420,000.00 Loan No.: 52-6770000 Dear Roger: Re: That certain Building Loan Agreement (the "Agreement') dated January 21, 2005 between MOUNAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company(the "Borrower") and IndyMac Bank, F.S.B. ("Lender") and the other Loan Documents, as amended by that certain Additional Advance and First Modification Agreement to the Building Loan Agreement; Promissory Note; Construction Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing and Other Loan Documents dated March 18, 2005 executed by and between Borrower and Lender and that certain First Letter Agreement dated January 25, 2006. This Second Letter Agreement (the "Letter Agreement') is written in connection with the above referenced transaction. Capitalized terms used here without definition have the same meanings given to them in the Agreement and the other Loan Documents. Borrower and Lender have agreed to amend the Loan as follows: 1. The maturity of the Loan shall be extended from April 30, 2006 to June 30, 2006. All sums owing on the Loan shall be due and payable no later than this extended maturity date. 2. Monthly interest shall be paid from Interest Reserve during the extension period. Second Letter Agreement May 25, 2006 52-6770000 Page 2 3. Paragraph 7.14 Extension Option Provision is hereby added to the Agreement as follows: "Extension Option Provision. Borrower may extend the maturity of the Loan in two (2) 30 day increments from June 30, 2006 to July 30, 2006 and from July 30, 2006 to August 30, 2006, respectively ("Extension Option"). Borrower may request each extension in a written notice which shall be delivered to Lender between sixty (60) and thirty (30) days before the Loan is then schedule to mature. Before the respective extension becomes effective, the following conditions shall be satisfied in a manner satisfactory to Lender in the exercise of its reasonable judgment: (a) Lender shall be satisfied that the Loan is "in balance" as defined in the Loan Agreement; (b) No Event of Default shall have occurred and be continuing and no other event shall have occurred and be continuing if the event, with notice or the passage of time or both, would be such an Event of Default; (c) Borrower shall have provided such title endorsements as Lender may request to insure the continuing first-lien priority of the Deed of Trust; (d) Lender shall have received an extension fee of 0.75% per annum of the then commitment amount in immediately available funds. (e) There shall be no adverse change in value of the Project, and; (f) There shall be no adverse material changes in Borrower's and/or Guarantor's financial condition." Except as specifically mentioned herein, all the terms and conditions set forth in the Loan Documents shall remain in full force and effect. Before this Letter Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied at Borrower's sole cost and expense in a manner acceptable to Lender in the exercise of Lender's sole judgment: 1. Borrower shall pay to Lender a nonrefundable loan extension fee in the amount of$7,918.42 (0.75% of Net Commitment) which is due and payable immediately with the execution of this Letter Agreement. Please indicate your agreement with the terms of the Letter Agreement by obtaining the signatures of the Borrower, Guarantor and Junior Lien Holder. Then, return this document to us at the above address via overnight delivery with your check in the amount of$7,918.42 payable to IndyMac Bank. Second Letter Agreement May 25, 2006 52-6770000 Page 3 Agreed and Acknowledged by: "BORROWER": MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC a Delaware limited liability company By: TROXLER RESIDENTIAL VENTURES XX, LLC a Delaware limited liability company Its: Managing Member By: TROXLER VENTURES PARTNERS, INC. a California corporation Its: Operating Member By:----------------------- Bryan P. Troxler President "LENDER": INDYMAC BANK, F.S.B. By: Name: - ----------- Title: Second Letter Agreement May 25, 2006 52-6770000 Page 4 "GUARANTOR": Century Crowell Communities, L.P. a California limited partnership (the "Guarantor") hereby consents to the terms, conditions and provisions of the foregoing Letter Agreement and the transactions contemplated by it. Guarantor hereby reaffirms the full force and effectiveness of its General Guaranty and Environmental Guaranty each dated ,January 21, 2005, as well as its acknowledgment that its obligations under that guaranty are separate and distinct from those of Borrower on the Loan. Dated: May 25, 2006 °GUARANTOR": CENTURY CROWELL COMMUNITIES, L.P. a California limited partnership By: CENTURY HOMES COMMUNITIES a California corporation Its: General Partner By: ------ John W. Pavelak President Second Letter Agreement May 25, 2006 52-6770000 Page 5 JUNIOR LIEN HOLDER'S CONSENT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic("Junior Lien Holder") is the owner and holder of a security interest("Junior Security Interest") evidenced by five (5) Deeds of Trust dated May 10, 2005 and recorded on June 1, 2005, as Document Nos. 2005- 0434482, 2005-0434484, 2005-0434486, 2005-0434488, and 2005-0434490, respectively, in the Official Records of Riverside County, State of California. The Junior Security Interest is junior, subordinate and subject to the terms, covenants, conditions and restrictions of the Deed of Trust described in the foregoing First Letter Agreement. Junior Lien Holder hereby consents to the terms and provisions of the First Letter Agreement and the transactions contemplated by it. Junior Lien Holder reaffirms the full force and effectiveness of five (5) Subordination Agreements dated March 18, 2005 and recorded June 1, 2005 as Document Nos. 2005-0434481, 2005-0434483, 2005- 0434485, 2005-0434487, and 2005-0434489, respectively, in the Official Records of Riverside County, State of California, between Junior Lien Holder as Junior Lender and Borrower as Owner, and acknowledges that the Junior Security Interest is junior, subordinate and subject to the Deed of Trust, as modified as of the date of the First Letter Agreement. Dated: May 25, 2006 "JUNIOR LENDER" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS a public body, corporate and politic Name: Its: Executive Director A_ � I�1� �AvrP:ST: Q �0 /) �ency Secretary C:p& APPROV AS TTO FORM: By: y ' Title, �� DOC N 2005-02IS028 03/21/2005 08:00A Fee:NC Page 1 of 118 Recorded in Official Records County of Riverside Larry W. Ward RECORDED AT THE REQUEST OF AND Assessor, County Clerk & Recorder WHEN RECORDED MAIL TO: I IIII IIIII I III IIII III I II`IIIIII II IIII IIII IIII ' Community Redevelopment Agency of the City of Palm Springs M 5 U PAGE sRE OA PCOR NOCOR MF MISC 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Executive Director A R L COPY LONG ftEFUNO NCHc E%AM [Fee Exempt-Gov't Code§27383] Mountain Gate If DDA �+ Palm Springs Ventures, LU EP AGREEMENT #490C Res 1271 , 21167, 1-5-05 DISPOSITION AND DEVELOPMENT AGREEMENT between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS a public body, corporate and politic and MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC a Delaware limited liability company [Dated as of February 18, 2005 for reference purposes only] RVPUB\KKR\689194 3 TABLE OF CONTENTS - ',n T� /0|0(8 PURPOSE (}FTHE AGREEMENT.—.......'.........~.,^....^..... ] A. (8}0l)Purpose of the Agreement........................... .................. ........................... } B. (8102) T) uf Project...... .............................................. ...... ........... ........ l ]]� /§200\ DEFINTTIONS..... ......................,,^__,,_,,^_',__',,^_,,._,,_,_,^, } A. (S201) Agreement..'~..'.^.^.^-~.^—.^—'.'—`..--..--..—'.—.,. 1 B. /S702\ City............................................ ................................................................ I C. (8203) Closing.—`..^^—.......^.—.^,^.^^...,.—.^.—^^~..—.'.^-.2 D. (&204)Days....... ....................................................................................................2 E. (870f)Deed ................................. .................................... ....................................2 F. (8206) Effective Date............................ ........................... .................. .................2 G. (§207)Enforced Delay....... ........................... .......................................................2 H. /8208\ Escrow........................................................................................................2 l. (820V) Escrow Agent......................................... ...................................................2 J. (§2]0) Lower Income Household..........................................................................2 K. (8211) Modoru1e Income Household...................... ..............................................3 L. (82l2) Very Low Income Households..................... ............................................. 1 M. /8213\ \v1}cveloporPn/oisuozy Note........................................ ................. 3 N. (82l4) Agency/Developer Deed of Trust ................................. ..........................3 (}. (S2}5) Note.......................................................... 3 P. (6216) Deed of Trust ..............................................................3 Q. (&217)Project........... ......................................................... ..................................4 R. (82l8) Purchase Price............................................................................................4 S. (8719) Qualified Purchaser............................................................................ .......4 T. (8220) Redevelopment P}uo,..--.—........--..........—,..—...—.4 U. (8221) Redevelopment Project Area......................................... ............................4 V. (8222)Regulatory Agreement....................... .............................................. ....... 5 W. (8223) Release of Construction Covenants........................................... ................ 5 X. (S224) Schedule of Performance .................... ...................................................... 5 Y. /8225\ Site and Site Map `~.—~^—,,^—,,^—,,^^,^_—,,'_,^^—`,'`, 5 Z. (G226) Title........................................................................ ................................... 5 /\/4. (8227) Title Company............................ ............................................................... 5 - 2085~8��8828 � ||�QU|N�|NU|UN||N||�U0N0UN0UN0U|K0|N||N||�N| 03/e1/e00508'000 / /mmmmw/mmmu/m/mowm|womn/nwmmumnmnn||mm| 2ofuo TABLE OF CONTENTS (continued) Page III. (§300)PARTIES TO THE AGREEMENT.......................................................................5 A. (§301) Agency....................................................................................................... 5 B. (§302)Developer................................................................................................... 6 C. (§303)Restrictions on Transfer.............................................................................6 IV. (§400)DISPOSITION OF THE SITE............................................................................... 8 A. (§401) Conveyance of the Site............................................................................... 8 B. (§402) Agency Assistance..................................................................................... 8 C. (§403) [Reserved.] .................................................................................................9 D. (§404)Escrow........................................................................................................ 9 E. (§405) Conditions to Close of Escrow................................................................... 9 F. (§406) Conveyance of the Site............................................................................. 10 G. (§407) Title Matters............................................................................................. 11 H. (§408)Evidence of Financial Capability.....................................................I....... 12 1. (§409) Condition of Site...................................................................................... 13 J. (§410) Costs of Escrow....................................................................................... 15 K. (§411) Termination of Escrow............................................................................. 15 L. (§412) Responsibility of Escrow Agent............................................................... 16 V. (§500)DEVELOPMENT OF THE SITE........................................................................ 17 A. (§501) Scope of Development............................................................................. 17 B. (§502) [Reserved] ............................................................................................... 17 C. (§503)Developer Responsibilities During Construction..................................... 17 D. (§504) Schedule of Performance; Progress Reports............................................ 17 E. (§505) Indemnification During Construction...................................................... 17 F. (§506) Insurance .................................................................................................. 18 G. (§507) City and Other Governmental Agency Permits....................................... 19 H. (§508)Rights of Access....................................................................................... 19 I. (§509) Applicable Laws....................................................................................... 19 J. (§510)Nondiscrimination During Construction..................................................20 K. (§511) Taxes, Assessments, Encumbrances and Liens........................................20 L. (§512) Rights of Holders of Approved Security Interests in Site........................20 M. (§513) Release of Construction Covenants..........................................................24 Tt -ii- ''I IIIIII IIIIII II IIIIIIII III III II II III II 03 2�103 051811 8800R TABLE OF CONTENTS (continued) Page N. (§514) Estoppels............................................:.....................................................24 VI. (§600) USES OF THE SITE............................................................................................25 A. (§601)Uses of the Site.........................................................................................25 B. (§602) Obligation to Refrain from Discrimination.............................................. 25 C. (§603)Form of Nondiscrimination and Nonsegregation Clauses .......................25 D. (§604)Maintenance of Improvements.................................................................26 E. (§605)Effect of Covenants..................................................................................26 VII. (§700) SPECIAL PROVISIONS.....................................................................................27 A. (§701) Sale of Project by Developer....................................................................27 VIII. (§800) DEFAULTS, REMEDIES AND TERMINATION............................................. 28 A. (§801)Defaults, Right to Cure and Waivers .......................................................28 B. (§802) Legal Actions ...........................................................................................28 C. (§803)Rights and Remedies are Cumulative......................................................29 D. (§804) Specific Performance...............................................................................29 E. (§806) Attorney's Fees ........................................................................................ 29 IX. (§900) GENERAL PROVISIONS................................................................................... 29 A. (§901) Notices, Demands and Communications Between the Parties.................29 B. (§902)Nonliability of City and Agency Officials and Employees; Conflicts of Interest; Commissions,..................................... ..............................30 C. (§903) Enforced Delay: Extension of Times of Performance ............................. 31 D. (§904) Books and Records.................................................................................. 31 E. (§905) Assurances to Act in Good Faith..............................................................32 F. (§906) Interpretation............................................................................................ 32 G. (§907)Entire Agreement, Waivers and Amendments......................................... 32 H. (§908) Severability...............................................................................................32 I. (§909) Effect of Redevelopment Plan Amendment............................................. 32 J. (§910) Time for Acceptance of Agreement by Agency....................................... 33 K. (§911) Execution.................................................................................................. 33 L. (§ 912) Attachments............................................................................................. 33 IIIIII IIIIIII III VIII VIII II IIII VIII III(IIII IIII IIII 03 2�1�'4 of 118 DISPOSITION AND DEVELOPMENT AGREEMENT This DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement") is entered into as of the date executed by the Agency, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Agency"), and MOUNTAIN GATE 11 PALM SPRINGS VENTURES, LLC, a Delaware limited liability company("Developer"). Agency and Developer agree as follows: I. (§100) PURPOSE OF THE AGREEMENT A. (§101) Purpose of the Agreement. This Agreement and the Attachments hereto are intended to effectuate the Redevelopment Plan for the Palm Springs Merged Redevelopment Project Area No. I (the "Redevelopment Project Area") by providing for the disposition and development of a portion of the Redevelopment Project Area designated herein as the "Site" and the development of the "Project" thereon (as those terms are defined herein). The development of the Site pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the City of Palm Springs ("City") and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. B. (§102) Description of Project. This Agreement provides for the development of detached single family homes on separate lots that make up the overall Site. "The Site" consists of five in-fill units to be constructed on five vacant parcels in the existing Desert Highland Gateway subdivision. At the time of this Agreement Agency owns all five of the parcels. The Project is to provide affordable housing units, described in detail in the Scope of Development attached hereto as Attachment No. 4, with the units made subject to recorded covenants consistent with state law requirements for affordable housing. H. (§200) DEFINITIONS The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary: A. (§201) Agreement. The term "Agreement" shall mean this entire Disposition and Development Agreement, including all attachments, which attachments are a part hereof and incorporated herein in their entirety, and all other documents incorporated herein by reference. B. (§202) City. The term "City" shall mean the City of Palm Springs, a municipal corporation. I IIII IIIIIII III IIII III IIIIIII IIIII II IIII III II 03 20�2005108�00F 5 of 118 RV PUB\KKR\689194.3 -1- C. (§203) Closing. The term "Closing" shall mean the closing of the Escrow by the Escrow Agent's distributing the funds and documents received through Escrow to the party entitled thereto as provided herein, which closing shall occur on or before the date established in the Schedule of Performance. D. (§204) Days. The tern "days" shall mean calendar days and the statement of any time period herein shall be calendar days, and not working days, unless otherwise specified. E. (§205) Deed. The term "Deed" or "Grant Deed" shall mean that Grant Deed in substantially the form attached hereto as Attachment No. 6 by which Agency as Grantor will convey fee simple absolute title to the Site to Developer as Grantee. The Deed shall contain conditions or other restrictions designed to carry out the purposes of this Agreement. F. (§206) Effective Date. The Effective Date of this Agreement shall occur after public hearing and approval hereof by the Agency, and shall mean the date this Agreement is executed on behalf of Agency. G. (§207) Enforced Delay. The term "Enforced Delay" shall mean any delay described in Section 903 caused without fault and beyond the reasonable control of a party, which delay shall justify an extension of time to perform as provided in Section 903. H. (§208) Escrow. The term "Escrow" shall mean the escrow established pursuant to this Agreement for the conveyance of title to the Site from Agency to Developer. I. (§209) Escrow Alzent. The term "Escrow Agent" shall mean Fidelity National Title Company, located at 3602 Inlaid Empire Boulevard, #A110, Ontario, California, 91764, and empowered hereunder to act as the Escrow Agent for this transaction. The Escrow Agent contact shall be Kelly Simomeau. J. (§210) Lower Income Household. The term "Lower Income Household" shall mean a household earning no more than eighty percent (80%) of the median income for a household of the size of a Qualified Purchaser household living in Riverside County set forth in the regulations published by the California Department of Housing and Community Development pursuant to Health and Safety Code Section 50093, or its successor statute. IIIIIII II II IIIIII II II IIIIII III 03 20�/6 009 08 800F RVPUn\KKR\689194.3 -2- K. (§211) Moderate Income Household. The term "Moderate Income Household" shall mean a household earning no more than one hundred twenty percent (120%) of the median income for a household of the size of a Qualified Purchaser household living in Riverside County set forth in the regulations published by the California Department of Housing and Community Development pursuant to Health and Safety Code Section 50093, or its successor statute. L. (§212) Very Low Income Households. The term "Very Low Income Household" shall mean a household earning no more than fifty percent (50%) of the median income for a household of the size of a Qualified Purchaser household living in Riverside County, set forth in the regulations published by the California Department of Housing and Community Development pursuant to Health and Safety Code Section 50093, or its successor statute. M. (§213) Agencv/Developer Promissory Note. The term "Agency/Developer Promissory Note" or "Developer Note" shall mean that Promissory Note in substantially the form attached hereto as Attachment No. 8. N. (§ 214) Aijency/Developer Deed of Trust The term "Agency/Developer Deed of Trust" or "Developer Deed of Trust" shall mean that deed of trust in substantially the form attached hereto as Attachment No. 9 securing the Developer Note. O. (§215) Agency/Purchaser Promissory Note. The term "Agency/Purchaser Promissory Note" or "Purchaser Note" shall mean that the Promissory Note in substantially the form attached hereto as Attachment No. 10, which shall describe the financial assistance being made to the Qualified Purchaser in the event such Qualified Purchaser requires assistance from the Agency. The form of the Promissory Note may be modified to conform with the Agency's affordable housing assistance programs in effect at the time of transfer to the Qualified Purchaser. P. (§216) Agency/Purchaser Deed of Trust. The term "Agency/Purchaser Deed of Trust" or "Purchaser Deed of Trust" shall mean that Deed of Trust with Assignments of Rents in substantially the form attached hereto as Attachment No. 11, which shall be executed and recorded to secure the Agency Promissory Note and Regulatory Agreement. The Purchaser Deed of Trust shall be executed by a Qualified Purchaser of a unit. This form may be modified to conform to the Agency affordable housing assistance programs in effect at the time of the transfer to the Qualified Purchaser. III II I I III I I I I I I II II II II II 2005 00S10800fi RVPUB\KKR\689194.3 -3- Q. (§217) Project. The term "Project' shall mean all of the improvements required to be constructed by Developer on the Site and each Parcel thereof pursuant to this Agreement, including, but not limited to, construction of buildings, glass and concrete work, landscaping, construction of driveways, and related improvements. The overall Project is more particularly described in the Scope of Development attached hereto as Attachment No. 4. Upon completion, the Project will be a mixture of affordable housing units as further described in Section 102 and the Scope of Development. R. (§218) Purchase Price. The term "Purchase Price" shall mean that amount agreed upon by the parties as the payment to be made by Developer to Agency for the purchase of the Site, which Purchase Price shall be the amount of Twenty-Two Thousand Dollars ($22,000.00) per parcel for five (5) parcels for a total of One Hundred and Ten Thousand Dollars ($110,000). Said Purchase Price shall be paid as a catryback note (the Developer Note) of Twenty-Two Thousand on each Parcel. The note amount shall be repaid as provided in the Developer Note. S. (§219) Qualified Purchaser. The term "Qualified Purchaser" shall mean those persons who are members of Lower or Moderate Income Households and who satisfy all of the requirements to purchase a unit, which requirements are described in detail in the Regulatory Agreement attached hereto as Attachment No. 7. T. (§220) Redevelopment Plan. The term "Redevelopment Plan" shall mean the Redevelopment Plan for the Merged Redevelopment Project Area No. 1 in the City of Palm Springs, as adopted by Ordinance No. 1584 of the City Council on May, 31, 2000, and as such Redevelopment Plan has been amended from time to time. Agency hereby warrants and represents that the Redevelopment Plan was validly adopted and is in full force and effect, that the applicable limitations period for challenging the validity of the Redevelopment Plan has expired and that the proposed Project is in accordance with and permissible under the Redevelopment Plan. A copy of the Redevelopment Plan is on file in the office of the City Clerk of the City; located at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262. The Redevelopment Plan is incorporated herein by reference and made a part hereof as though fully set forth herein. U. (§221) Redevelopment Project Area. The tern "Redevelopment Project Area" shall mean the Palm Springs Merged Redevelopment Project Area No. 1, which is located in the City of Palm Springs, California. The exact boundaries of the Redevelopment Project Area are specifically described in the Redevelopment Plan. IIII II IIII II II I III I IIIIII IIII IIII I II 83 225-0219028 00 8@098 11 GOA 8 OF 118 RVPUB\KKR\689194.3 -4- V. (§222) Regulatory Agreement. The term "Regulatory Agreement" shall mean that Regulatory Agreement and Declaration of Covenants and Restrictions attached hereto as Attachment No. 7,running with the land and providing for the use, maintenance, and continued affordability of the units. The form of the Regulatory Agreement may be modified to conform with the Agency's affordable housing assistance guidelines for affordable housing second trust deeds and promissory notes. W. (§223) Release of Construction Covenants. The term "Release of Construction Covenants" shall mean that document prepared in accordance with Section 513 of this Agreement, in the form attached as Attachment No. 5, which shall evidence that the construction and development of the Project has been satisfactorily completed. At the request of Developer, separate Releases may be issued for each Parcel. X. (§224) Schedule of Performance. The term "Schedule of Performance" shall mean that certain Schedule of Performance attached hereto as Attachment No. 3. Y. (§225) Site and Site Map. The Project shall be located upon that real property, hereinafter referred to as the "Site," consisting of five (5) non-contiguous Parcels of land in the City of Palm Springs, as shown in the "Site Map" attached hereto as Attachment No. 1. The Site consists of five (5) individual subdivided Parcels located in the Desert Highland Gateway neighborhood. The Site and its Parcels are legally described in the "Legal Description" attached hereto as Attachment No. 2. Unless otherwise specified, any reference herein to the Site shall include all Parcels thereof. Z. (§226) Title. The term "Title" shall mean the fee simple absolute title conveyed to Developer pursuant to the Deed. AA. (§227) Title Company. The term "Title Company" shall mean Fidelity National Title Company, located at 3550 Vine Street, Suite 100, Riverside, California, 92507, and empowered hereunder to act as the Title company for this transaction. The title officer shall be Patti Porter. III. (§300) PARTIES TO THE AGREEMENT A. (§301) Agency. Agency is a public body, corporate and politic, exercising governmental functions and powers, organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Sections 33000, et seq.). The office of Agency is located at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262. The term "Agency," as used in IIIIII III II III IIIIII II IIIII III 0312009 of18028 11800fi RVPUB\KKR\699194.3 -5- this Agreement, includes the Community Redevelopment Agency of the City of Palm Springs and any assignee of, or successor to, its rights, powers and responsibilities. B. (§302) Developer. 1. Identification. Developer is Mountain Gate II Palm Springs Ventures, LLC, a Delaware limited liability company, or its transferee as described in Section 303. It is understood by the Agency that Century Crowell Communities, LP, a California limited partnership is the Development Management Company for the Developer and their principal office for the purposes of this Agreement is located at 1535 South D Street, Suite 200, San Bernardino, California, 92408. Developer warrants and represents to Agency that Developer will be qualified to do business in good standing under the laws of the State of California and has all requisite power and authority to carry out Developer's business as now and whenever conducted and to enter into and perform Developer's obligations under this Agreement. 2. Successors and Assigns. Except as may be expressly provided herembelow, all of the terms, covenants and conditions of this Agreement shall be binding on, and shall inure to the benefit of, Developer and the permitted successors, assigns and nominees of Developer as to each Parcel. Wherever the term "Developer" is used herein, such term shall include any permitted successors and assigns of Developer as herein provided. 3. Qualifications. Subject to the provisions of Section 303, the qualifications and identity of Developer are of particular concern to the Agency, and it is because of such qualifications and identity that Agency has entered into this Agreement with Developer. The Agency has considered the experience, financial capability, and product being marketed by Developer, the Site location and characteristics, the public costs of acquiring and developing the Site and return on investment, and the product mix necessary to produce a successful single family residential development. Based upon these considerations, the Agency has imposed those restrictions on transfer set forth in this Agreement. C. (§303) Restrictions on Transfer. 1. Transfer Defined. As used in this section, the term "Transfer" shall include any assignment, hypothecation, mortgage, pledge, conveyance, or encumbrance of this Agreement, the Site, any Parcel thereof, or the improvements thereon. A Transfer shall also include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Developer in the aggregate, taking all transfers into account on a cumulative basis, except transfers of such ownership or control interest between members of the same immediate family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries are limited to members of the transferor's immediate family. In the event Developer or its successor is a corporation or trust, such transfer shall refer to the transfer of the issued and outstanding capital stock of Developer, or of beneficial interests of such trust; in the event that Developer is a limited or general partnership, such transfer shall refer to the transfer of more than twenty-five percent (25%) of the limited or general partnership interest; in the event that Developer is a joint venture, such transfer shall refer to the transfer of more than twenty-five percent (25%) of the ownership and/or control of any such joint venture partner, taking all transfers into account on a cumulative basis. I IIII I IIII I III I II I I I II III II II IIII III III 03 2�010@ £08?30P RVPUB\KKR\689194.3 -6- 2. Restrictions Prior to Completion. Prior to issuance of the Release of Construction Covenants, Developer shall not Transfer this Agreement or any of Developer's rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except as provided below, without the prior written approval of Agency, and if so purported to be Transferred, the same shall be null and void. In considering whether it will grant approval to any Transfer by Developer of its interest in the Site before the issuance of the Release of Construction Covenants, which Transfer requires Agency approval, Agency shall consider factors such as (i) whether the completion or implementation of the Project is jeopardized; (ii) the financial strength and capability of the proposed assignee to perform Developer's obligations hereunder; and (iii) the proposed assignee's experience and expertise in the planning, financing, development, ownership, and operation of similar projects. In the absence of specific written agreement by Agency, prior to the issuance of a Release of Construction Covenants no Transfer by Developer of all or any portion of its interest in the Site or this Agreement (including without limitation an assignment or transfer not requiring Agency approval hereunder) shall be deemed to relieve it or any successor party from any obligations under this Agreement with respect to the completion of the development of the Project with respect to that portion of the Site which is so transferred. In addition, no attempted assignment of any of Developer's obligations hereunder shall be effective unless and until the successor party executes and delivers to Agency an assumption agreement in a form approved by the Agency asstuning such obligations. 3. Exceptions. The foregoing prohibition shall not apply to any of the following: Any mortgage, deed of trust, or other form of conveyance for financing, as provided in Section 512, but Developer shall notify Agency in advance of any such mortgage, deed of trust, or other form of conveyance for financing pertaining to the Site. Any mortgage, deed of trust, or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in the preceding paragraph, provided that the amount of indebtedness incurred in the restructuring or refinancing does not exceed the outstanding balance on the debt incurred to finance the acquisition of and improvements on the Site, including any additional costs for completion of construction, whether direct or indirect, based upon the estimates of architects and/or contractors. The granting of easements to any appropriate governmental agency or utility or permits to facilitate the development of the Site. 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. III II II IIII II II I III I II II II I III III II IN 03 2�1e 11 of08180R RVPUB\KKR\689194.3 -7- A sale or transfer of 49% or more of ownership or control interest between members of the same immediate family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries consist solely of immediate family members of the Truster or transfers to a corporation or partnership in which the immediate family members or shareholders of the transferor have a controlling majority interest of 51% or more, and or transfers to a limited liability company or similar entity controlled or managed by Developer. A sale of an individual completed home, provided such sale complies with the terms of this Agreement. 4. Restrictions After Completion. It is hereby acknowledged by Developer and Agency that the Site is being conveyed to the Developer by the Agency for the purpose of developing affordable single-family housing. Therefore, subsequent to the issuance of the Release of Constriction Covenants, Developer or its successors may not sell, transfer, convey, hypothecate, assign or lease all or any portion of its interest in the Site without complying with any transfer restrictions contained within the Deed, the Regulatory Agreement, the Agency Note or Agency Deed, as applicable. IV. (§400) DISPOSITION OF THE SITE A. (§401) Conveyance of the Site. In accordance with and subject to all the terns, covenants and conditions of this Agreement, Agency agrees to convey the Site to Developer, upon the terns and conditions hereinafter set forth. B. (§402) Agency Assistance 1. Purchase Price. Agency agrees to convey the five (5) Parcels in the Site to Developer for the fair market value of a Purchase Price of Twenty Two Thousand Dollars ($22,000.00) for each Parcel in the form of the carryback Developer Notes which shall be paid in full upon the transfer of the completed new home to a Qualified Purchaser. Except as expressly set forth herein, including without limitation Section 410, Developer shall be responsible for all construction and development costs to construct the Project on the Site. A credit may be shown to be applied towards the Developer Note in the event of extraordinary cost due to vandalism or theft, which may be documented to the satisfaction of the Executive Director. Developer shall sell the completed house to a Qualified Purchaser for an amount not to exceed Two Hundred and Twenty-Nine Thousand Nine Hundred Dollars ($229,900). 2. Agency Assistance for Qualified Purchaser. i Agency may assist a Qualified Purchaser in an amount not to exceed $50,000 in the form of a second trust deed secured note as shown in the Purchaser Note and the Purchaser Deed of Trust, Attachments No. 10 and 11. I III II IIII II IIII III III II III I II II III 03/^c�l�/2 05106�00R 12 a£ 118 RVPUB\KKR\689194.3 -$- C. (§403) [Reserved.] D. (§404) Escrow. Escrow shall be opened within the time period specified in the Schedule of Performance. This Agreement shall constitute the joint Escrow instructions of the Agency and the Developer for the Site, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of Escrow. Escrow Agent is empowered to act under these instructions. Agency and Developer shall promptly prepare, execute, and deliver to the Escrow Agent such additional escrow instructions consistent with the terms herein as shall be reasonably necessary. No provision of any additional escrow instructions shall modify this document without specific written approval of the modifications by both Developer and Agency. E. (§405) Conditions to Close of Escrow. 1. Developer's Conditions to Closing. Developer's obligation to acquire the Site and to close Escrow hereunder, shall, in addition to any other conditions set forth herein in favor of Developer,be conditional and contingent upon the satisfaction, or waiver by Developer, of each and all of the following conditions (collectively the "Developer's Conditions to Closing")within the time provided in the Schedule of Performance: a. Title shall be conveyed in a good condition subject only to conditions and exceptions recited in the Deed and those exceptions to title approved pursuant to Section 407. b. Agency shall have deposited into escrow a certificate ("FIRPTA Certificate") in such form as may be required by the Internal Revenue service pursuant to Section 1445 of the Internal Revenue Code. C. Developer shall have obtained evidence of financing commitments for the acquisition and development of the Site in accordance with Section 408, and Agency shall have approved such commitments. d. Agency shall have deposited into escrow all documents required under Section 406.3. e. Developer shall have obtained from the City all required approvals and permits for development of the Site. Any waiver of the foregoing conditions must be express and in writing. hi the event that the foregoing conditions have not been satisfied within the time provided therefor in the Schedule of Performance, either party may terminate this Agreement by delivering a written notice in accordance with Section 411. 2. Agency's Conditions to Closing. Agency's obligation to sell the Site and to close escrow hereunder, shall, in addition to any other conditions set forth herein in favor of Agency, be conditional and contingent upon the satisfaction, or waiver by Agency, of each and 111111111 IN a3 20e 1 a of 118 RVPUBVCKR\689194.3 -9- all of the following conditions (collectively the "Agency's Conditions to Closing") within the time provided in the Schedule of Performance: a. Developer shall have timely submitted to Agency plans and drawings for all improvements to be constructed on the Site. b. Developer shall not have made or attempted to make a transfer in violation of Section 303, provided that Agency shall give notice of any violation of Section 303 and afford Developer the opportunity to cure the violation. C. Developer shall have deposited into escrow all documents required under Section 406.4. Any waiver of the foregoing conditions must be express and in writing. hi the event that the foregoing conditions have not been satisfied within the time provided therefor in the Schedule of Performance, either party may terminate this Agreement by delivering a written notice in accordance with Section 411. 3. Both Parties' Conditions to Closing. Prior to the Closing Date, Developer and Agency shall execute and deliver a certificate ("Taxpayer ID Certificate") in such form as may be required by the IRS pursuant to Section 6045 of the Internal Revenue Code, or the regulations issued pursuant thereto, certifying as to the description of the Site, date of closing, gross price, and taxpayer identification number for Developer and Agency. Prior to the Closing, Developer and Agency shall cause to be delivered to the Escrow Agent such other items, instruments and documents, and the parties shall take such further actions, as may be necessary or desirable in order to complete the Closing. At the Closing neither party shall be in breach of its obligations hereunder. F. Q406) Convevance of the Site. 1. Time for Conveyance. Escrow shall close after satisfaction of all conditions to close of escrow, but not later than the date specified in the Schedule of Performance, unless extended by the mutual agreement of the parties or any Enforced Delay. Possession of the Site or portion thereof shall be delivered to Developer concurrently with the conveyance of title free of all tenancies and occupants other than any title matters approved in accordance with Section 407. 2. Escrow Agent to Advise of Costs. On or before the date set in the Schedule of Performance, the Escrow Agent shall advise the Agency and the Developer in writing of the fees, charges, and costs necessary to clear title and close escrow, and of any documents which have not been provided by said party and which must be deposited in Escrow to permit timely Closing. 3. Deposits By Agency Prior to Closing. On or before, but not later than 1:00 p.m. of the date set in the Schedule of Performance, Agency shall execute, acknowledge and deposit into escrow (i) the Deed to the Site or applicable portion thereof, (ii) an estoppel certificate certifying that Developer has completed all acts, other than as specified, necessary for III III II III I I I II IIII I IIII I III 03 14 f of' 11188 14 of RVPUB\KYR\689194.3 -10- conveyance, if such be the fact; and (iii)payment to Escrow Agent of Agency's share of costs as determined by the Escrow Agent pursuant to Section 410. 4. Deposits By Developer Prior to Closing. On or before, but not later than 1:00 p.m. of the date set in the Schedule of Performance, Developer shall execute and acknowledge as may be required and deposit into escrow: (i) the Developer Note and Developer Deed of Trust for each Parcel of the Site; (h) an estoppel certificate certifying that Agency has completed all acts, other than as specified, necessary to conveyance, if such be the fact; and (iii) payment to Escrow Agent of Developer's share of costs as determined by the Escrow Agent pursuant to Section 410. 5. Recordation and Disbursement of Funds. Upon the completion by the Agency and Developer of the deliveries and actions specified in these escrow instructions precedent to Closing, the Escrow Agent shall be authorized to buy, affix and cancel any documentary stamps and pay any transfer tax and recording fees, if required by law, and thereafter cause to be recorded in the appropriate records of Riverside County, California, the Deed and any other appropriate instruments delivered through this escrow, if necessary or proper to, and provided that the fee title interest can, vest in Developer in accordance with the terms and provisions herein. Concurrent with recordation, Escrow Agent shall deliver the Title Policy to Developer insuring title and conforming to the requirements of Section 406. Following recordation, the Escrow Agent shall deliver copies of said instruments to Developer and Agency. In addition, after deducting any sums specified in this Agreement, the Escrow Agent shall disburse funds to the party entitled thereto. 6. Conveyance of Separate Parcels. The individual Parcels of the Site may be conveyed to Developer separately, in which case the escrow provisions contained herein shall apply to the individual Parcel(s)being conveyed. G. (§407) Title Matters. 1. Condition of Title. Agency shall convey to Developer fee interest in the Site, subject only to: (i) the Redevelopment Plan, this Agreement, and conditions in the Developer Deed of Trust, and the Grant Deed; (ii) current taxes, a lien not yet payable; (iii) quasi-public utility, public alley and public street easements of record approved by Developer, which approval shall not be unreasonably withheld; and (iv) covenants, conditions and restrictions, reciprocal easements, and other encumbrances and title exceptions approved by Developer under this Section. 2. Exclusion of Oil, Gas, and Hydrocarbons. Title shall be conveyed subject to the exclusion therefrom to the extent now or hereafter validly excepted and reserved by the parties named in deeds, leases and other documents of record of all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than five hundred feet (500') below the surface, together with the right to drill into, through, and to use and occupy all parts of the Site lying more than five hundred feet (500) below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from the Site but, without, however, any right to use either the surface of the Site or 110111111111111111111111111111111 III I IIIIII II II e3 201/25 a 15 OF 110 of 110R 8 RVPU13V4CR\689194.3 -I1- any portion thereof within five hundred feet (500') of the surface for any purpose or purposes whatsoever. 3. Agency Not to Encumber Site. Agency hereby warrants to Developer that it has not and will not, from the time of Developer's review of the Preliminary Title Report to close of escrow, transfer, sell, hypothecate, pledge, or otherwise encumber the Site without express written permission of Developer. 4. Approval of Title Exceptions. Prior to the date in the Schedule of Performance, Agency shall deliver a preliminary title report, dated no earlier than the date of this Agreement, to Developer including copies of all documents referenced therein. Prior to the date in the Schedule of Performance, Developer shall deliver to Agency written notice, with a copy to Escrow Agent, specifying in detail any exception disapproved and the reason therefor. Prior to the date in the Schedule of Performance, Agency shall deliver written notice to Developer as to whether Agency will or will not cure the disapproved exceptions; provided, however, that Agency shall elect to cure all disapproved exceptions which are monetary or possessory interests. 5. Title Policy. At the close of escrow, Escrow Agent shall firrnish Developer with a CLTA Policy of Title Insurance (the "Title Policy") for the Developer's interest, wherein the Title Company shall insure that title to the Parcel shall be vested in Developer, containing no exception to such title which has not been approved or waived by Developer in accordance with this Section. The Title Policy shall include any available additional title insurance, extended coverage or endorsements that Developer has reasonably requested. The Agency shall pay only for that portion of the title insurance premium attributable to the standard coverage, and Developer shall pay for the premium for said additional title insurance, extended coverage or special endorsements. H. (§408) Evidence of Financial Capability. Within the time set forth in the Schedule of Performance, Developer shall submit to Agency's Executive Director for approval evidence reasonably satisfactory to the Executive Director that Developer has the financial capability necessary for the acquisition of the Site and development of the Project thereon pursuant to this Agreement. Such evidence of financial capability shall include all of the following: Reliable cost estimates for Developer's total cost of acquiring the Site and developing the Project (including both "hard" and"soft"costs). A complete copy of the construction loan commitment obtained by Developer to finance the development of the Project, or such other documentation reasonably satisfactory to the Executive Director sufficient to demonstrate that Developer has adequate funds available and committed to finance the development of the Project. The construction loan commitment shall be obtained from a financial institution licensed to do business in California and reasonably acceptable to Agency. A financial statement and/or other documentation reasonably satisfactory to the Executive Director sufficient to demonstrate that Developer has adequate funds available and NIIII IIIIIII III IIIII IIIII IIIIIII Ilfll III IIIIII 111111103���M o 118 60£ f0 RVPUBTM\689194.3 -12- committed to cover the difference between the total acquisition costs of the Site and development costs of the Project (subparagraph (1) above) and the proceeds of the construction loan commitment (subparagraph (2) above). A copy of the proposed contract between Developer and its general contractor for all of the improvements required to be constructed by Developer hereunder, certified by Developer to be a true and correct copy thereof. The Executive Director shall also have the right to review and approve any revisions that are made to the proposed contract after its approval by the Executive Director. Developer covenants and agrees to take all commercially reasonable actions, Punish all reasonable information, give all reasonably required consents and pay all sums reasonably required to keep the construction loan commitment in full force and effect and shall comply with all conditions thereof, and shall promptly execute, acknowledge and deliver all applications, credit applications and data, financial statements, and documents in connection therewith. I. (§409) Condition of Site. 1. Right to Approve Soils as a Condition'to Closing. Within the time provided in the Schedule of Performance the Developer shall determine if the soils and other physical conditions of the Site are suitable for the development to be constructed thereon. Developer shall have the right to enter onto the Site for the purposes of conducting soils, engineering, or other tests and studies regarding the physical condition of the Site. Any disapproval by Developer may be based upon the Site assessments prepared by Agency and made available to Developer. If Developer notifies Agency in writing by the date set forth in the Schedule of Performance of its disapproval of the physical condition of the Site, which notice shall specify the reasons for such disapproval then this Agreement shall be terminated unless the parties agree to an allocation of the cost to cure. 2. Disclaimer of Warranties. Upon the Close of Escrow, Developer shall acquire the Site in its "AS-IS" condition and shall be responsible for any defects in the Site, whether patent or latent, including, without limitation, the physical, environmental and geotechnical condition of the Site, and the existence of any contamination, Hazardous Materials, underground storage tanks, vaults, debris, pipelines or other structures located on, under or about the Site. Agency makes no representation or warranty concerning the physical, environmental, geotechnical or other condition of the Site, the suitability of the Site for the Project, or the present use of the Site, and specifically disclaims all representations or warranties of any nature concerning the Site made by it, the City and their employees, agents and representatives. The foregoing disclaimer includes, without limitation, topography, climate, air, water rights, utilities, present and future zoning, soil, subsoil, existence of Hazardous Materials or similar substances, the purpose for which the Site is suited, or drainage. The Agency makes no representation or warranty concerning the compaction of soil upon the Site, nor of the suitability of the soil for construction. 3. Right to Enter Site, Indemnification. Developer shall have the right to enter upon the Site to conduct soils, engineering, or other tests and studies, to perform preliminary work or remedill{ation work or for any other purposes to carry out the terms of this IIIIIIIIII�iIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 03?21�120 of98?8 RVPUB\KKR\689194.3 -13- Agreement. Developer shall indemnify, defend and hold Agency harmless from and against any claims, injuries or damages arising out of or involving any such entry or activity as provided in Section 505. Any such activity shall be undertaken only after securing any necessary permits from the appropriate governmental agencies and providing Agency with certificates of insurance evidencing the coverages required in Section 506. 4. Hazardous Materials. Developer understands and agrees that in the event Developer incurs any loss or liability concerning Hazardous Materials (as hereinafter defined) and/or underground storage tanks whether attributable to events occurring prior to or after the Closing, then Developer may look to prior owners of the Site. "Environmental Law" means any federal, state or local statute, ordinance, rule, regulation, order, consent decree, judgment or common-law doctrine, and provisions and conditions of permits, licenses and other operating authorizations relating to (A) pollution or protection of the environment, including natural resources, (B) exposure of persons, including employees, to Hazardous Materials or other pro-ducts, raw materials, chemicals or other substances, (C) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical sub-stances from industrial or commercial activities, or (D) regulation of the manufacture, use or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal. "Hazardous Material" is defined to include any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government. The tern "Hazardous Material' includes, without limitation, any material or substance which is: (A) petroleum or oil or gas or any direct or derivate product or byproduct thereof; (B) defined as a"hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (C) defined as a"hazardous substance"under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (D) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Sections 255010) and (k) and 25501.1 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (E) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (F) "used oil' as defined under Section 25250.1 of the California Health and Safety Code; (G) asbestos; (H) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (1) defined as waste or a hazardous substance pursuant to the Porter-Cologne Act, Section 13050 of the California Water Code; Q) designated as a"toxic pollutant"pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317; (K) defined as a "hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (L) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (M) defined as "Hazardous Material' pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; or II III II I I I I I II II III III I II 03 22�1�18005108�NR 8 of t 8 RVPUB\KKR\689194.3 -14- (I) defined as such or regulated by any "Superfund" or "Superlien" law, or any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or underground storage tanks, as now, or at any time here-after, in effect. J. (§410) Costs of Escrow. 1. Allocation of Costs. The Escrow Agent is authorized to allocate costs as follows: Agency shall pay the cost of the Title Policy as provided above while Developer shall pay premiums for any additional insurance, extended coverage or special endorsements. Agency shall pay the documentary transfer tax as well as all recording fees. Developer and Agency shall each pay one-half of all escrow and similar fees, except that if one party defaults under this Agreement, the defaulting party shall pay all escrow fees and charges. Each party shall pay its own attorneys' fees. 2. Proration and Adjustments. Ad valorem taxes and assessments on the Site and insurance for the current year shall be prorated by the Escrow Agent as of the date of Closing with the Agency responsible for those levied, assessed or imposed prior to Closing and the Developer responsible for those after Closing. If the actual taxes are not known at the date of Closing, the proration shall be based upon the most current tax figures. When the actual taxes for the year of Closing become known, Developer and Agency shall, within thirty days thereafter, reprorate the taxes in cash between the parties. K. (§411) Termination of Escrow. 1. Termination. Escrow may be terminated by demand of either party who then shall have fully performed its obligations hereunder if: The Conditions to Closing have not occurred or have not been approved, disapproved, or waived as the case may be, by the approving party by the date established herein for the occurrence of such Condition, including any grace period pursuant to this Section; or Escrow is not in a condition to close by the date set for Closing; or Either party is in uncured material breach of the terms and conditions of this Agreement, following notice and opportunity to cure. In the event of the foregoing, the terminating party may, in writing, demand return of its money,papers, or documents from the Escrow Agent and shall deliver a copy of such demand to the non-terminating party. No demand shall be recognized by the Escrow Agent until thirty (30) days after the Escrow Agent shall have mailed copies of such demand to the non-terminating party, and if no objections are raised in writing to the terminating party and the Escrow Agent by the non-terminating party within the thirty (30) day period. In the event of such objections, the opportunity to cure shall be provided as stated below in subsection 2 of this Section. In addition, the Escrow Agent is authorized to hold all money, papers, and documents until instructed in writing by both Developer and Agency or, upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible and neither party shall have any further liability to the other. II II II1111111111111111111111111111111111 III 93 2�o z9 of0818 RVPUB\KKR\689194 3 -15- 2. Opportunity to Cure. Prior to Closing, in the event any of the Conditions to Closing are not satisfied or waived by the party with the power to approve said Conditions (the "approving party"), then such party shall explain in writing to the other party (the "nonapproving party") the reason for the disapproval. Thereafter, the nonapproving party shall have an additional thirty (30) days to satisfy any such Condition to Closing, and only if such Conditions still cannot be satisfied may the approving party terminate the Escrow. In the event Escrow is not in a condition to close because of a default by any party, and the performing party has made demand as stated in Subsection 1 of this Section, then upon the non-performing party's delivering its objection to Escrow Agent and the performing party within the above thirty (30) day period, the non-performing party shall have the right to cure the default in accordance with and in the time provided in Section 801. L. (§412) Responsibility of Escrow Agent. 1. Deposit of Funds. In accordance with Section 404, all funds received in Escrow shall be deposited by the Escrow Agent in a special escrow account with any state or national bank doing business in the State of California and may not be combined with other escrow funds of Escrow Agent or transferred to any other general escrow account or accounts. 2. Notices. All communications from the Escrow Agent shall be directed to the addresses and in the manner provided in Section 901 of this Agreement for notices, demands and communications between Agency and Developer. 3. Sufficiency of Documents. The Escrow Agent is not to be concerned with the sufficiency, validity, correctness of-form, or content of any document prepared outside of escrow and delivered to Escrow. The sole duty of the Escrow Agent is to accept such documents and follow Developer's and Agency's instructions for their use. 4. Exculpation of Escrow Agent. The Escrow Agent shall in no case or event be liable for the failure of any of the Conditions to Closing of this escrow, or for forgeries or false personation, unless such liability or damage is the result of negligence or willful misconduct by the Escrow Agent. 5. Responsibilities in the Event of Controversies. If any controversy documented in writing arises between Developer and Agency or with any third party with respect to the subject matter of this Escrow or its terms or conditions, the Escrow Agent shall not be required to determine the same, to return any money, papers or documents, or take any action regarding the Site prior to settlement of the controversy by a final decision of a court of competent jurisdiction or written agreement of the parties to the controversy. The Escrow Agent shall be responsible for timely notifying Developer and Agency of the controversy. In the event of such a controversy, the Escrow Agent shall not be liable for interest or damage costs resulting from failure to timely close escrow or take any other action unless such controversy has been caused by the failure of the Escrow Agent to perform its responsibilities hereunder. III III II III III I II II II IIII II II 03 2�102a0of 118 RVPUBT=\689194.3 -16- V. (§500) DEVELOPMENT OF THE SITE A. (§501) Scope of Development. Each of the Parcels in the Site shall be developed with a single family residence by Developer as provided in the Scope of Development. Developer shall obtain all plan approvals and permits according to the City's customary requirements. B. (§502) Reserved . C. (§503) Developer Responsibilities During Construction. The cost of constructing all of the improvements required to be constructed for the Project shall be home by Developer, except for any work expressly set forth in this Agreement to be performed or funded by the Agency or others. In addition, in developing the Site, Developer shall conduct watering of the ground as reasonably required by Agency, and take such other actions as Agency shall reasonably require to minimize the impact of construction and airborne debris on nearby property. D. (§504) Schedule of Performance; Progress Reports. Developer shall begin and complete all plans, reviews, construction and development specified in the Scope of-Development within the times specified in the Schedule of Performance or such reasonable extensions of said dates as may be mutually approved in writing by the parties. Once construction is commenced, it shall be diligently pursued to completion, and shall not be abandoned for more than thirty (30) consecutive days, except when due to an Enforced Delay. Developer shall keep the Agency informed of the progress of construction and shall submit monthly to the Agency written reports of the progress of the construction in the form required by the Agency. E. (§505) Indemnification During Construction. During the periods of construction on the Site and until such time as the Agency has issued a Release of Construction Covenants with respect to the construction of the improvements thereon, the Developer agrees to and shall indemnify and hold the Agency and the City harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by any acts done thereon or any errors or omissions of the Developer or its agents, servants, employees, or contractors. The Developer shall not be responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of the Agency or the City, or their respective agents, servants, employees, or contractors. The Agency and City shall not be responsible for any acts, errors, or omissions of any person or entity except the Agency and the City and their respective agents, servants, employees, or contractors, subject to any and all statutory and other immunities. The provisions of this Section shall survive the termination of this Agreement. 111111111111111111111111111111111111111111111111111111111111111 a ,zed2 e5£08?8 RVPUB\KKR\689194.3 -17- F. (§506) Insurance. Prior to the entry by Developer on the Site pursuant to Section 409 and prior to the commencement of any construction by Developer on the Project, Developer shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Agency, during the entire term of such entry or construction, the following policies of insurance: 1. Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis in an amount not less than either (i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) or(ii) bodily injury limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per person, ONE MILLION DOLLARS ($1,000,000.00) per occurrence, ONE MILLION DOLLARS ($1,000,000.00) products and completed operations and property damage limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per occurrence and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) in the aggregate. 2. Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Developer, Agency, and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Developer in the course of carrying out the work or services contemplated in this Agreement. 3. Builder's Risk Insurance. A policy of"builder's risk" insurance covering the full replacement value of all of the improvements to be constructed by Developer pursuant to this Agreement. All of the above policies of insurance, except the Builder's Risk Insurance, shall be primary insurance and shall name Agency, City, and their officers, employees, and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against Agency, City, and their officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice to Agency and City. In the event any of said policies of insurance are cancelled, the Developer shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Executive Director. No work or services under this Agreement shall commence until the Developer has provided Agency with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by Agency. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City("Risk Manager") due to unique circumstances. III IIII III IIII III III II I IIIIIII I II 03 26a5-09028 2 o£ 118 22 1 RVPUBVCKR%89194.3 '18' Developer shall provide in all contracts with contractors, subcontractors, architects, and engineers that said contractor, subcontractor, architect, or engineer shall maintain the same policies of insurance required to be maintained by Developer pursuant to this Section, unless waived by the Risk Manager. The Developer agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which the Developer may be held responsible for the payment of damages to any persons or property resulting from the Developer's activities or the activities of any person or persons for which the Developer is otherwise responsible. G. (§507) City and Other Governmental Agency Permits. Before commencement of construction or development of any buildings, structures, or other works of improvement upon the Site which are Developer's responsibility under the applicable Scope of Development, Developer shall at his own expense secure or cause to be secured any and all permits which may be required by City or any other governmental agency affected by such construction, development or work. The Developer shall not be obligated to commence construction if any such permit is not issued despite good faith effort by Developer. If there is delay beyond the usual time for obtaining any such permits due to no fault of Developer, the Schedule of Performance shall be extended to the extent such delay prevents any action which could not legally or would not in accordance with good. business practices be expected to occur before such permit was obtained. Developer shall pay all normal and customary fees and charges applicable to such permits and any fees or charges hereafter imposed by City or Agency which are standard for and uniformly applied to similar projects in the City. H. (§508) Rights of Access. Upon 48 hours prior written notice, representatives of the Agency shall have the reasonable right of access to the Site without charges or fees, at any time during normal construction hours during the period of construction, for the purpose of assuring compliance with this Agreement, including but not limited to the inspection of the construction work being performed by or on behalf of Developer. Such representatives of Agency shall be those who are so identified in writing by the Executive Director of Agency. Each such representative of Agency shall identify himself or herself at the job site office upon his or her entrance to the Site, and shall provide Developer, or the construction superintendent or similar person in charge on the Site, a reasonable opportunity to have a representative accompany him or her during the inspection. Agency shall indemnify, defend, and hold Developer harmless from any injury or property damage caused or liability arising out of Agency's exercise of this right of access. I. (§509) Applicable Laws. Developer shall carry out the construction of the improvements to be constructed by Developer in conformity with all applicable laws, including all applicable federal and state labor laws. IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIIII II IN 63/0e5-8219 23 £©@2 80R RVPUBT"\689194 3 -19- J. (§510) Nondiscrimination During Construction. Developer, for himself and his successors and assigns, agrees that in the constriction of the improvements to be constructed by Developer, it shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin. K. (§511) Taxes,Assessments, Encumbrances and Liens. Developer shall pay, when due, all real estate taxes and assessments assessed or levied subsequent to conveyance of title. Until the date Developer is entitled to the issuance by Agency of a Release of Construction Covenants, Developer shall not place or allow to be placed thereon any mortgage, trust deed, encumbrance or lien (except mechanic's liens prior to suit to foreclose the same being filed) prohibited by this Agreement. Developer shall remove or have removed any levy or attachment made on the Site, or assure the satisfaction thereof, within a reasonable time, but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit Developer from contesting the validity or amounts of any tax, assessment, encumbrance or lien,nor to limit the remedies available to Developer in respect thereto. L. (§512) Rights of Holders of Approved Security Interests in Site. 1. Definitions. As used in this Section, the term "mortgage" shall include any mortgage, whether a leasehold mortgage or otherwise, deed of trust, or other security interest, or sale and lease-back, or any other form of conveyance for financing. The term "holder" shall include the holder of any such mortgage, deed of trust, or other security interest, or the lessor under a lease-back, or the grantee under any other conveyance for financing. 2. No Encumbrances Except Mortgages to Finance The Project. Notwithstanding the restrictions on transfer in Section 303, mortgages required for any reasonable method of financing of the construction of the improvements are permitted before issuance of a Release of Construction Covenants but only for the purpose of securing loans of funds used or to be used for financing the acquisition of the Site, for the construction of improvements thereon, and for any other expenditures necessary and appropriate to develop the site under this Agreement, or for restructuring or refinancing any for same, so long as the refinancing does not exceed the then outstanding balance of the existing financing, including any additional costs for completion of construction, whether direct or indirect, based upon the estimates of architects and/or contractors. The Developer (or any entity permitted to acquire title under this Section) shall notify the Agency in advance of any mortgage, if the Developer or such entity proposes to enter into the same before issuance of the Release of Construction Covenants. The Developer or such entity shall not enter into any such conveyance for financing without the prior written approval of the Agency as provided in Section 408. Any lender approved by the Agency pursuant to Section 408 shall not be bound by any amendment, implementation, or modification to this Agreement subsequent to its approval without such lender giving its prior written consent thereto. In any event, the Developer shall promptly notify the Agency of any mortgage, encumbrance, or lien that has been created or attached thereto prior to issuance of a Release of Construction Covenants, whether by voluntary act of the Developer or otherwise. If Agency is the holder of any mortgage for financing purposes 111111111 IN 93 2�a 84 of 1 GOA 18 RVPUB\KKR\699194.3 -20- pursuant to Section 408, Agency may, at its sole discretion,waive any of the time limits or other rights of a holder described in this Section 512. 3. Developer's Breach Not to Defeat Mortgage Lien. Developer's breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to the Site, or any part thereof or interest therein, but unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the holder of any such mortgage of the Site whose interest is acquired by foreclosure,trustee's sale or otherwise. 4. Holder Not Obligated to Construct or Complete Improvements. The holder of any mortgage shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Site or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 5. Notice of Default to Mortgages, Deed of Trust or other Security Interest Holders. Whenever Agency shall deliver any notice or demand to Developer with respect to any breach or default by Developer hereunder, Agency shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage who has previously made a written request to Agency therefor, or to the representative of such lender as may be identified in such a written request by the lender. No notice of default shall be effective as to the holder unless such notice is given. 6. Right to Cure. Each holder (insofar as the rights of Agency are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the notice, to: a. obtain possession, if necessary, and to commence and diligently pursue said cure until the same is completed, and b. add the cost of said cure to the security interest debt and the lien or obligation on its security interest; C. provided that in the case of a default which cannot with diligence be remedied or cured within such ninety (90) day period, such holder shall have additional time as reasonably necessary to remedy or cure such default. In the event there is more than one such holder, the right to cure or remedy a breach or default of Developer under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Developer under this Section. No holder shall undertake or continue the construction or completion of the improvements (beyond the extent necessary to preserve or protect the improvements or construction already made) without first having expressly assumed Developer's obligations to III IIIII II II III it II II II 111111 II II a3 20©25 18 5-0219028 200 of L IS R RVPUB\KKR\689194.3 -21- Agency by written agreement satisfactory to Agency with respect to the Site or any portion thereof in which the holder has an interest. The holder must agree to complete, in the manner required by this Agreement, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any holder properly completing such improvements shall be entitled, upon written request made to Agency, to a Release of Construction Covenants from Agency. 7. Agencv's Rights upon Failure of Holder to Complete Improvements. In any case where one hundred eighty (180) days after default by Developer in completion of construction of improvements under this Agreement, the holder of any mortgage creating a lien or encumbrance upon the Site or improvements thereon has not exercised the option to construct afforded in this Section or if it has exercised such option and has not proceeded diligently with construction, Agency may, after ninety (90) days' notice to such holder and if such holder has not exercised such option to construct within said ninety (90) day period, purchase the mortgage, upon payment to the holder of an amount equal to the sum of the following: The unpaid mortgage debt plus any accrued and unpaid interest (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings, if any); All expenses incurred by the holder with respect to foreclosure, if any; The net expenses (exclusive of general overhead), incurred by the holder as a direct result of the ownership or management of the Site, such as insurance premiums or real estate taxes, if any; The costs of any improvements made by such holder, if any; and An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence to the date of payment by the Agency. In the event that the holder does not exercise its option to construct afforded in this Section, and Agency elects not to purchase the mortgage of holder, upon written request by the holder to Agency, Agency agrees to use reasonable efforts to assist the holder selling the holder's interest to a qualified and responsible party or parties (as determined by Agency), who shall assume the obligations of making or completing the improvements required to be constructed by Developer, or such other improvements in their stead as shall be satisfactory to Agency. The proceeds of such a sale shall be applied first to the holder of those items specified hereinabove, and any balance remaining thereafter shall be applied as follows: First, to reimburse Agency, on its own behalf and on behalf of the City, for all costs and expenses actually and reasonably incurred by Agency, including but not limited to payroll expenses, management expenses, legal expenses, and others. Second, to reimburse Agency, on its own behalf and on behalf of the City, for all payments made by Agency to discharge any other encumbrances or liens on the Site or to 111111111 II 11 II 1 III 11111 111111 a3 2�e 26mof 11 6R 26 of 6 RVPUB\KKR\6891943 -22- discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Developer, its successors or transferees. Third, to reimburse Agency, on its own behalf and on behalf of the City, for all costs and expenses actually and reasonably incurred by Agency, in connection with its efforts assisting the holder in selling the holder's interest in accordance with this Section. Fourth, any balance remaining thereafter shall be paid to Developer. 8. Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default. In the event of a default or breach by Developer (or entity permitted to acquire title under this Section) of a mortgage prior to the issuance by Agency of a Release of Construction Covenants for the Site or portions thereof covered by said mortgage, and the holder of any such mortgage has not exercised its option to complete the development, Agency may cure the default prior to completion of any foreclosure. In such event, Agency shall be entitled to reimbursement from Developer or other entity of all costs and expenses incurred by Agency in curing the default, to the extent permitted by law, as if such holder initiated such claim for reimbursement, including legal costs and attorneys' fees, which right of reimbursement shall be secured by a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to: Any mortgage for financing permitted by this Agreement; and Any rights or interests provided in this Agreement for the protection of the holders of such mortgages for financing; provided that nothing herein shall be deemed to impose upon Agency any affirmative obligations (by the payment of money, construction or otherwise) with respect to the Site in the event of its enforcement of its lien. 9. Right of Agency to Satisfy Other Liens on the Site After Conveyance of Title. After the conveyance of title and prior to the recordation of a Release of Construction Covenants for construction and development, and after the Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Site or any portion thereof, the Agency shall have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Site or any portion thereof to forfeiture or sale. 10. Minor Amendments. Agency's Executive Director shall be authorized to approve and execute minor non-substantive amendments to this Agreement as may be requested by Developer's lender in relation to the protection of such lender's security interest in the Site, without formal approval of the Agency Board of Directors. IIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIII IIII 03 20027 of 86818 RVPUB\KKR\6891943 -23- M. (§513) Release of Construction Covenants. Upon the completion of all construction required to be completed by Developer on the Site or any Parcel thereof, Agency shall furnish Developer with a Release of Construction Covenants for the Site or Parcel in the form attached hereto as Attachment No. 5 upon written request therefor by Developer. The Release of Construction Covenants shall be executed and notarized so as to permit it to be recorded in the office of the Recorder of Riverside County. The parties contemplate developing the Parcels separately and obtaining separate Releases for each Parcel. A Release of Construction Covenants shall be, and shall state that it constitutes, conclusive determination of satisfactory completion of the construction and development of the improvements required by this Agreement upon the Site or Parcel and of full compliance with the terms of this Agreement with respect thereto. A partial Release of Construction Covenants applicable to less than an entire Parcel shall not be permitted. After the issuance of a Release of Construction Covenants, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in any Parcel shall not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under this Agreement with respect to said Parcel, except that such party shall be bound by the covenants, encumbrances, and easements contained in the Deed and the Regulatory Agreement attached hereto. After issuance of a Release of Construction Covenants, the Agency shall not have any rights or remedies under this Agreement with respect to said Parcel, except as otherwise set forth or incorporated in the Deed, the Regulatory Agreement, the Developer Note, or the Developer Deed of Trust. Agency shall not unreasonably withhold a Release of Construction Covenants. If Agency refuses or fails to furnish a Release of Construction Covenants within thirty (30) days after written request from Developer or any entity entitled thereto, Agency shall provide a written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain Agency's opinion of the action Developer must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, or other minor so-called "punch list" items, Agency will issue its Release of Construction Covenants upon the posting of a bond in an amount representing one hundred fifty percent (I50%) of the fair value of the work not yet completed or other assurance reasonably satisfactory to Agency. A Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Release of Construction Covenants is not notice of completion as referred to in the California Civil Code Section 3093. Nothing herein shall prevent or affect Developer's right to obtain a Certificate of Occupancy from the City before the Release of Construction Covenants is issued. N. (§514) Estoppels. No later than thirty (30) days after the request of Developer or any holder of a mortgage or deed of trust, Agency shall, from time to time and upon the request of such holder, execute and deliver to Developer or such holder a written statement of Agency that no default or breach 1111111 II 1 III II II II II e3 20a -6219028 2 aof 11 aR 28 8 RVPUB\KKR\689194 3 -24- exists (or would exist with the passage of time, or giving of notice or both) by Developer under this Agreement, if such be the determination of the Agency, and certifying as to whether or not Developer has at the date of such certification complied with any obligation of Developer hereimder as to which such holder may inquire. The form of any estoppel letter shall be prepared by the holder or Developer and shall be at no cost to Agency. VI. (§600) USES OF THE SITE A. (§601) Uses of the Site. Developer hereby covenants and agrees for itself, its successors, its assigns and every successor in interest to devote the Site to the uses specified therefor in the Redevelopment Plan, the Deed, the Regulatory Agreement and this Agreement. Specifically, Developer agrees to use, devote and maintain the Site for the development of single family residential units, including the number of units specified in the Scope of Development. Each of the units of the Project shall be devoted to single family residential uses, owned and must be occupied by Lower and Moderate Income Households for the time specified in the Regulatory Agreement. Every sale of a unit to a Qualified Purchaser shall be subject to the terms and conditions of the Regulatory Agreement and contingent on the Qualified Purchaser's execution of the Regulatory Agreement, the Agency/Purchaser Note, and the Agency/Purchaser Deed. The Regulatory Agreement and Agency Purchaser Deed shall be recorded against the applicable unit upon close of escrow. B. (§602) Obligation to Refrain from Discrimination. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof. The nondiscrimination and nonsegregation covenants contained herein shall remain in effect in perpetuity. C. (§603) Form of Nondiscrimination and Nonsegregation Clauses. All such deeds for sale of the units shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. Deeds. In Deeds the following language shall appear: "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 race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee, or any persons 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 land herein conveyed. The foregoing covenants shall run with the land." 2. Leases. In Leases the following language shall appear: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and 1111111II11111II 1111111111111111111111111111lII111111 ea 29�a�z a f 16 RVPUB\KKR\689194.3 -25- 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 race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee, 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 premises herein leased." 3. Contracts. Any contracts which Developer or Developer's heirs, executors, administrators, or assigns propose to enter into for the sale, transfer, or leasing of the Site shall contain a nondiscrimination and nonsegregation clause substantially as set forth in Section 602 and in this Section. Such clause shall bind the contracting party and subcontracting party or transferee under the instrument. D. (§604) Maintenance of Improvements. Developer covenants and agrees for itself, its successors and assigns, and every successor in interest to the Site or any part thereof, that, after Agency's issuance of its Release of Construction Covenants the Developer shall be responsible for maintenance of all improvements that may exist on the Site from time to time, including without limitation buildings, parking lots, lighting, signs, and walls, in first-class condition and repair, and shall keep the Site free from any accumulation of debris or waste materials. The Developer shall also maintain all landscaping required pursuant to Developer's approved landscaping plan in a healthy condition, including replacement of any dead or diseased plants. The foregoing maintenance obligations shall run with the land in accordance with the Deed. Developer's further obligations to maintain the Site, and Agency's remedies in the event of Developer's default in performing such obligations, are set forth in the Deed. Upon the sale of any portion of the Site, Developer (but not Developer's successor) shall be released from the requirements imposed by this Section 604, and the financial liability therefor, as to the portion of the Site conveyed. E. (§605) Effect of Covenants. Agency is deemed a beneficiary of the terms and provisions of this Agreement and of the restrictions and covenants running with the land, whether appearing in the Deed, the Regulatory Agreement, or the Agency Deed, for and in its own right for the purposes of protecting the interests of the community in whose favor and for whose benefit the covenants running with the land have been provided. The covenants in favor of Agency shall run without regard to whether Agency has been, remains or is an owner of any land or interest therein in the Site, or in the Redevelopment Project Area, and shall be effective as both covenants and equitable servitudes against the Site. Agency shall have the right, if any of the covenants set forth in this Agreement which are provided for its benefit are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it may be entitled. With the exception of the City, no other person or entity shall have any right to enforce the terms of this Agreement under a theory of third-party beneficiary or otherwise. The covenants running with the land and their duration are set forth in the Deed and the Regulatory Agreement. 111111111111111IN III 63 20�30 of63180R RVPU13VCKR\689194.3 -26- VII. (§700) SPECIAL PROVISIONS A. (§701) Sale of Project by Developer. Developer covenants and agrees for itself and its successors and assigns to its interest in the Site that the sale, resale, and occupancy of the Project shall be restricted as follows: 1. Marketing Program. Developer shall market the Project to the Agency including any amendments thereto approved by Agency in writing. The units shall be marketed simultaneously and in accordance with the Eligibility Criteria contained in the Agency's housing guidelines. The units shall be sold to Qualified Purchasers. Each of the Qualified Purchasers acquiring a unit must qualify for and may obtain financial assistance from the Agency. 2. Information Packet. Developer shall prepare or cause to be prepared an information packet for prospective Qualified Purchasers of the units, which shall include application forms, the form of the purchase agreement, and a copy of the Housing Guidelines. The information packet and all forms contained therein shall be approved by the Agency in writing in advance of being used by Developer. The application shall, at a minimum,provide for the following information: (i) the address of the Unit; (ii) the name(s) and address(es) of the prospective purchaser; (iii) whether the prospective purchaser is a Qualified Purchaser and the basis for determining that the prospective purchaser is a Qualified Purchaser; (iv) the proposed selling price of the Unit and an itemization of all amounts included in the proposed selling price; (v)the proposed date of transfer; and(vi) the affordable housing restrictions placed on the unit. 3. Approval of Prospective Purchasers. Developer shall complete and/or have the prospective purchaser of a unit complete the information required in the information packet, including the purchase agreement, and submit the information packet to the Agency. If the prospective purchaser intends to acquire a unit, the Agency may elect to schedule a meeting with the prospective purchaser. Based upon the information submitted by Developer and the prospective purchaser, the Agency shall verify that the prospective purchaser is a Qualified Purchaser and that the prospective purchaser meets the eligibility requirements of the Housing Guidelines. The prospective purchaser must satisfy the then existing requirements of the Housing Guidelines. The Developer and the prospective purchaser shall provide such supporting documentation the Agency reasonably deems appropriate, including an income tax return of the prospective purchaser. Thereafter, the Developer may sell the unit to the Qualified Purchaser upon the terms and conditions submitted to the Agency. 4. Unit Limitations. Each unit shall be subject to the Regulatory Agreement, and potentially the Purchaser Note, and Purchaser Trust Deed. The purpose of the Regulatory Agreement, Purchaser Note and Purchaser Trust Deed shall be to secure enforcement of Agency's objective of maintaining the Project as an affordable residential project, recouping over time Agency's financial investment in the Project in order to enable the Agency to increase, improve, and preserve the community's supply of affordable housing, and enable purchasers of units to sell those units to persons who do not meet Agency's income criteria provided that Agency is reimbursed for its investment in such units. III WA 1111111 II 1111 III 11111111 II III II II 03 2�0 5-0219028 Zees 31 of 18 118 RVPUB\KKR\689194 3 -27- VIII. (§800) DEFAULTS,REMEDIES AND TERMINATION A. (§801)Defaults, Right to Cure and Waivers. Subject to any Enforced Delay, failure or delay by either party to timely perform any covenant of this Agreement constitutes a default under this Agreement, but only if the party who so fails or delays does not commence to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a written notice specifying such failure or delay, and does not thereafter prosecute such cure, correction or remedy with diligence to completion. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against father damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise provided in this Agreement, waiver by either party of the performance of any covenant, condition, or promise, shall not invalidate this Agreement, nor shall it be considered a waiver of any other covenant, condition, or promise. Waiver by either party of the time for performing any act shall not constitute a waiver of time for performing any other act or an identical act required to be performed at a later time. The delay or forbearance by either party in exercising any remedy or right as to any default shall not operate as a waiver of any default or of any rights or remedies or to deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. A default as to any conveyed Parcel shall be construed as a default with respect to the entire Site or any other Parcel. B. (§802) Legal Actions. 1. Institution of Legal Actions. In addition to any other rights or remedies, and subject to the requirements of Section 801, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California, in any other appropriate court in that county, or in the Federal District Court in the Central District of California. 2. Applicable Law and Forum. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. Acceptance of Service of Process. In the event that any legal action is commenced by Developer against Agency, service of process on Agency shall be made by personal service upon the Executive Director or Secretary of Agency, or in such other manner as may be provided by law. IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII VIII III VIII IIII IN03 2005-0219028 3P of 116 RVPUB\KKR\689194.3 -28- In the event that any legal action is commenced by Agency against Developer, service of process on Developer shall be made in such manner as may be provided by law and shall be valid whether made within or without the State of California. C. (§803) Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. (§804) Specific Performance. In addition to any other remedies permitted by this Agreement, if either party defaults hereunder by failing to perform any of its obligations herein, each party agrees that the other shall be entitled to the judicial remedy of specific performance, and each party agrees (subject to its reserved right to contest whether in fact a default does exist) not to challenge or contest the appropriateness of such remedy. In this regard, Developer specifically acknowledges that Agency is entering into this Agreement for the purpose of assisting in the redevelopment of the Site and not for the purpose of enabling Developer to speculate with land. E. (§806) Attorney's Fees. If either party to this Agreement is required to initiate or defend any action or proceeding in any way arising out of the parties' agreement to, or performance of, this Agreement, or is made a party to any such action or proceeding by the Escrow Agent or other third party, such that the parties hereto are adversarial, the prevailing party, as between the Developer and Agency only, in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees from the other. As used herein, the "prevailing party" shall be the party determined as such by a court of law, pursuant to the definition Code of Civil Procedure Section 1032(a)(4), as it may be subsequently amended. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. IX. (§900) GENERAL PROVISIONS A. (§901) Notices, Demands and Communications Between the Parties. Except as expressly provided to the contrary herein, any notice, consent, report, demand, document or other such item to be given, delivered, famished or received hereumder shall be deemed given, delivered, famished, and received when given in writing and personally delivered to an authorized agent of the applicable party, or upon delivery by the United States Postal Service, first-class registered or certified mail, postage prepaid, return receipt requested, or by a IIIIII IIIIIII III IIIII IIIII IIIIII IIIII it III II 03 20�3 0 of 110R 3 of 3 RVPUB\KKR\689194 3 -29- P national "overnight courier" such as Federal Express, at the time of delivery shown upon such receipt; in either case, delivered to the address, addresses and persons as each party may from time to time by written notice designate to the other and who initially are: Agency: Community Redevelopment Agency of the City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Executive Director Copy to: Aleshire &Wynder, LLP 18881 Von Kannan Avenue, Suite 400 Irvine, CA 92612 Attn: David J. Aleshire, Esq. Developer: Mountain Gate II Palm Springs Ventures, LLC 1535 South D Street, Suite 200 San Bernardino, CA, 92408 Attn: John W. Pavelak Copy to: Best Best &Krieger LLP 3750 University Avenue Suite 400 P.O. Box 1028 Riverside, CA 92502-1028 Attn: Kevin K.Randolph, Esq. Additional Copy to: Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street 25`h Floor Los Angeles, CA 90071-2228 Attn: Robert M. Keane, Jr., Esq. Additional Copy to: TVP Assets, Inc. 5023 North Parkway Calabassas, CA, 91302 Attn: Roger Taylor B. (§902) Nonliability of City and Agency Officials and Employees; Conflicts of Interest; Commissions. I. Personal Liability. No member, official, employee, agent or contractor of City or Agency shall be personally liable to Developer in the event of any default or breach by Agency or for any amount which may become due to Developer or on any obligations under the terms of the Agreement; provided, it is understood that nothing in this Section 902 is intended to limit Agency's liability. e0 1111111111111111111111111111111111111111111111111111111 63 21?2 @of01180R RVPUQVCKR\689194.3 -30- 2. Financial Interest. No member, official, employee or agent of City or Agency shall have any financial interest, direct or indirect, in this Agreement, nor participate in any decision relating to this Agreement which is prohibited by law. 3. Commissions. Neither the Agency nor the Developer has retained any broker or finder or has paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. Neither party shall be liable for any real estate commissions, brokerage fees or finders fees which may arise from this Agreement, and each party agrees to hold the other harmless from any claim by any broker, agent, or finder retained by such party. C. (§903) Enforced Delay: Extension of Times of Performance. Time is of the essence in the performance of this Agreement. Notwithstanding the foregoing, in addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots, floods; earthquakes; fires; casualties; supernatural causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; subsurface conditions on the Site and unknown soils conditions; governmental restrictions or priority litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise reasonable diligence to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the enforced delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within ten(10) days of the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Developer. The Executive Director of Agency shall have the authority on behalf of Agency to approve extensions of time not to exceed a cumulative total of one hundred eighty(180) days with respect to the development of the Site. D. (§904) Books and Records. 1. Developer to Keep Records. Developer shall prepare and maintain all books, records and reports necessary to substantiate Developer's compliance with the terms of this Agreement or reasonably required by the Agency. IIIIIIIIIIII 1111111111111111111111111111111111111111103f200200of 11 0R 35 a£ f18 RVPUBVCKM689194.3 -31- 2. Right to Inspect. Either party shall have the right, upon not less than seventy-two (72) hours notice, at all reasonable times, to inspect the books and records of the other party pertaining to the Site as pertinent to the purposes of this Agreement. E. (§905) Assurances to Act in Good Faith. Agency and Developer agree to execute all documents and instruments and to take all action, including deposit of funds in addition to such funds as may be specifically provided for herein, and as may be required in order to consummate conveyance and development of the Site as herein contemplated, and shall use their commercially reasonable good faith efforts, to accomplish the closing and subsequent development of the Site in accordance with the provisions hereof. Agency and Developer shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval. F. (§906) Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. This Agreement includes all attachments attached hereto, which are by this reference incorporated in this Agreement in their entirety. This Agreement also includes the Redevelopment Plan and any other documents incorporated herein by reference, as though fully set forth herein. G. (§907) Entire Agreement, Waivers and Amendments. This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and this Agreement supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of Agency or Developer, as applicable, and all amendments hereto must be in writing and signed by the appropriate authorities of Agency and Developer. H. (§908) Severabilitv. hi the event any term, covenant, condition, provision or agreement contained herein is held to be invalid, void or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any term, covenant, condition, provision or agreement contained herein. 1. (§909) Effect of Redevelopment Plan Amendment. Pursuant to the provisions of the Redevelopment Plan for modification or amendment thereof, Agency agrees that no further amendment to the Redevelopment Plan which changes the uses or development permitted on the Site, or changes the restrictions or controls that apply to the Site, or otherwise affects the Site, shall be made or become effective as to the Site without IIIIII IIIII III IIIII IIIII II IIII IIIII III 11111 II III 03 2g�3 95£08�8 RVPUBVCKR\689194.3 -32- the prior written consent of Developer. Further amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of Developer. J. (§910) Time for Acceptance of Agreement by Agency. This Agreement, when executed by Developer and delivered to Agency, must be authorized, executed and delivered by Agency, not later than the time set forth in the Schedule of Performance or this instrument shall be void, except to the extent that Developer shall consent in writing to fizrther extensions of time for the authorization, execution, and delivery of this Agreement. After execution by Developer, this Agreement shall be considered an irrevocable offer until such time as such offer shall become void due to the failure of the Agency to authorize, execute and deliver the Agreement in accordance with this Section. K. (§911) Execution. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Agency represents and warrants that: (i) it is a Redevelopment Agency duly organized and existing under the laws of the State of California; (ii) by proper action of Agency, Agency has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by Agency does not violate any provision of any other agreement to which Agency is a party. Developer represents and warrants that: (i) it is duly organized and existing under the laws of the State of Delaware; (ii) by proper action of Developer, Developer has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by Developer does not violate any provision of any other agreement to which Developer is a party. L. (§ 912) Attachments. The following Attachments are attached hereto and incorporated herein by reference: Attachment No. 1 Site Map Attachment No. 2 Legal Description Attachment No. 3 Schedule of Performance Attachment No. 4 Scope of Development Attachment No. 5 Release of Construction Covenants Attachment No. 6 Grant Deed Attachment No. 7 Regulatory Agreement and Declaration of Covenants and Restrictions Attachment No. 8 Agency/Developer Promissory Note Attachment No. 9 Agency/Developer Deed of Trust with Assignment of Rents Attachment No. 10 Agency/Purchaser Promissory Note Attachment No. 11 Agency/Purchaser Deed of Trust Attachment No. 12 Request for Notice Under Section 2924b Civil Code IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII I IIIIII IN 2�037 of 116GA RVPUB\KKR\689194.3 -33- IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date of execution by the Agency. "AGENCY" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body corporate and politic Date: 03 /01/Z065 By: EXEC C9REC d�ft ATTEST: A arm�r� ,v �10 10� APPROVED BY THE CITYCOURML Igeney Secretary APPROVED AS TO LEGAL FORM: ALESHIRE &WYNDER, LLP Ae,.._�' Agency Counsel • 20t15-0219928 III II II III II IIIII IIIII II III I III III IIIII II III 03121 J388a£8.180R RVPUB\KKR\689194.3 STATE OF CALIFORNIA ) ss. COUNTY OF R1V(ZrS'dP ) (V ota v-v On MO r c k q� �0 0 5 before me, Jv d�t6 �}. ��t c(�g l� PLC I i5, personally appeared D2 UA R , -Read cehd -JamesTlnow p&oh personally known to me (or provedrito me on the bark of satisfactory evideu®P,) to be the personOs whose named subscribed to the within instrument and acknowledged to me that the executed the same in+AtA-rcr4Ch@D authorized capacit is , and that by hisflte thei signatures on the instrument the persono or the entity upon behalf of which the person D acted, executed the instrument. Witness my hand and official seal. AD o ary Public [SEAL] - - — — — — — - - - - — [ JUDITH A.NICHOLS Commission#1487823 @MVN taryPublic-CaliforniaRiverslde County_ _ _ Comm_Px0es May 21,2W8I RVPUB\KKR\689194.3 ATTACHMENT NO.5 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA (IIIII II IIII III IIIII IIIII IIIIIII IIIII III IIIII IIII IIII 08 22 a 39 of0811 8@R PAGE 3 OF 4 "DEVELOPER": MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company By: Troxler Residential Ventures XX, LLC, a Delaware limited liability company, its Managing Member By: Troxler Ventures Partners, Inc., a California corporation, its Operating Member Dated: By: `/ Z5 Bryan P. TroxlW President [END OF SIGNATURES] RVPUB\KKR\689194.3 II II IIII III III I I I II II I II I III 004e o 5-0218028 as 2 8R 118 ATTACHMENT NO. 1 TO MOUNTAIN GATE II PALM SPRINGS VENTURES,LLC DISPOSITION AND DEVELOPMENT AGREEMENT SITE MAP [Attached] VPUBVCKR\689194 3 ATTACHMENT NO. 1 To Mountain Gate 11 Palm Springs Ventures/Desert Highland DDA PAGE 1 OF 1 IIII II I II II III III IIIIII IIII I III II IIII 03 20 41 of �S o Li69-41 r.ca ou-044 S2 NZ-4 5E4 SEC.34 T.3S. R.4E. the ,u. /s fa h y't, zt-u-/ I .+sussvaT ou..�.vcs cMv ICA . a u n 40 V 1. ® �I .. ,. I I `_ ____ a_• _� L_ = a ., r. I COROZdN:..•a + AVE. „„a 1 rw 40 /�. 2 • � y,a a w o .1 �n� i • a , 2 3 a 5 pS sJ O q 39 so es +► W ?/� a e. •" ®rs ti K /Q GIB 3 �r, - i� f (C• 6fy • t.SO �+ a r 4r4 �.� / I --AVENIDA l=<' ` CERCA �: © I rea.t 3 , = ` 0 © Q 0 (D- { © f (D f9 N T/ TP 73 Tt fe m SS S> .T6 JJ /NH •a ra •19 /B , O . Sf St ' S/ )s •I n „3r , JT.T' 3�' V sf•. N1 rr rSn.�.r ✓. LAS VE6AS .,•a•t� r..� � RD. 9 .,. e.e� .. � i I � 44 A rr:ALL a YE5 „-te' I I uwtlss Ornsl 4AM Sc PM r7Z/3d-54 DESERT N60.99 D ESTATES RM O2/94-93 Flrcel Map Na 26089 � A$$ESSOM MAP BK 669 M M RAY S/q6 CUWN rYLrE ✓UNE/9G v �_ :iwmoD L966L46 :=OPZO I to T :e6ed 6E•699 drp 2029099W VJ'epxZZ*Ar :votadzxocea .�] L4 1 .Oa/D.N/q (6 A Ir tzp �t" \ u'' r•1• "� � l Ll I I Z N h ♦ I qw C.��a r.1 ^p R N I n {f1 /f n r/ 49 y Cio' b u fm y �• ti. � 1 �- C9 A �A hCC Oi) a 4 U y 'r1 Q� y S ^ rorNra.9-- i "J tit; h /.`1 �4 C lJ f." it ra 4 —AIr ON 7 e " C QI A I III II IIIIIII II IIII IIII IIIIII IIII III IIIIII III IN 03 2�I 43 of 8�00R 43 118 g ti69-38 r. Cl A, aq-cef N2 NW4 SE4 SEC.34 T3S. R.4E. b R m ram/ q 6Jb o/ SJr/ian TRAMV/EW p RD. i 9 ���M f 1 0;g JUKJC nC21tI �,yY. 15! xr I tp 271 tTt ns tre rm rlsl! II n ree tr! Ln res se l 4 `Y 26J „M24 �� MY Ylta Z73 to I 277 zm t f � let � Is/ � Ns 11 Zsf I Iy �i6 4 �I,III g i 0 O �10 ;a T 6 /\ I /�_� 1 O ! !'J� M { :1 OJ `-' �l i1 0 a v f '34J' Q is* ..J III a I Jsa I l'. �./ Z 4,, JA ! l6s J6T I /66 /6J I64 1 Iilfr I 3I J3S E�IA6 : f e. /T2 \.•4 ft JJ! -=/ JN 1e2 JO! Jbs /e6 I!S f 13' 0 � - I _ ` 1f.N l ••• I fl.r, 92 I I ff 1 .f.J!1< I PH I f. )P I Sr I,- _ i. Y h ire--—PALM— V/sTA—idtif _—�. .--�• �. L —_ t_ @1 t� r<.1 1 I < {fr 1 ! n ! n.< I .>.fI Jr J M�e I`• �i' �I l� i v �i V � 'v � � >�se in � �an.. ` � I ,�7 ;i I ! I- at IN 1 /sp /as Jer I 107 1 Ig 167Jr 1•:.< r+r noTr..u. ctor.ts.rrt e.t3' uuss orJlew oJrs sndrrw i I MR 24153-54 DESERT H16HL AND ESTATES r_ 1 � � I � o ' }gf!q(^.'!T1::Cl C^;'.r,9f b 1'2 y:c'::.c;'�.::f AS5'EVOR'SNEnI MAP SK.ITY CA T 38 RNERS/O£ GIXJ.VIY, CILJE IQ� - - .JVLY 1966 r1cculY#W1104AL ilili��SUn....;;E CGIiFAFfY `� s ATTACHMENT NO. 2 TO MOUNTAIN GATE II PALM SPRINGS VENTURES,LLC DISPOSITION AND DEVELOPMENT AGREEMENT LEGAL DESCRIPTION Lots 50, 94, 95, 96 and 117 of the Desert Highland Estates, in the City of Pahn Springs, as shown by Map on file in Book 24, Page(s) 53 and 54 of Maps, in the Office of the County Recorder of Riverside County, California. RVPUB\KKR\689194.3 ATTACHMENT NO.2 TO Mountain Gate 11 Palm Springs Ventures/Desert Highland DDA PAGE 1 OF] II IIII II IIII I I II II II I IIII III 03 2��4095£08180R ATTACHMENT NO. 3 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT SCHEDULE OF PERFORMANCE Agreement Item To Be Performed Time for Performance Reference 1. Agency holds public hearing on January 6, 2005 DDA 2. Developer provides executed copies of DDA to Agency 3. Agency approves or disapproves Within 30 days after execution 910 DDA and, if approves, executes by Developer of DDA and DDA delivery to Agency 4. Open Escrow Within two (2) weeks after 404 execution of DDA by Agency 5. Developer provides Agency with Within 60 days after Agency 401.(c); 408 evidence of financial capability execution of DDA 6. Agency delivers to Developer Within 30 days after Agency 407.4 Preliminary Title Report opening of escrow 7. Developer approves or disapproves Within 15 days after delivery of 407.4 title exceptions Preliminary Title Report to Developer 8. Agency delivers notice to Within 15 days after receipt of 407.4 Developer as to whether it will cure Developer's notice disapproved exceptions 9. City approves or disapproves Site Within 45 days after submittal 405.1(e) Plan of completed application 10. Escrow Agent gives notice of fees, One (1) week prior to Closing 406.2 charges, and costs to close escrow 11. Deposits into escrow by Agency: RVPUB\KKR\689194.3 ATTACHMENT NO.3 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 1 OF 3 II III II I I I I I I II II II IIII III 0�0 2 o 0H46 f 118 Agreement Item To Be Performed Time for Performance Reference a) Executed Deed On or before 1:00 p.m. on the 406.3 Iasi business day preceding the Closing Date b) Estoppel Certificate On or before 1:00 p.m. on the 406.3 last business day preceding the Closing Date c) Payment of Agency's On or before 1:00 p.m. on the 406.3; 410 Share of Escrow Costs last business day preceding the Closing Date d) Taxpayer ID Certificate Prior to Closing Date 405.3 e) FIRPTA Certificate Within 15 days after opening 405.1 12. Deposits into escrow by Developer: a) Executed Developer Notes On or before 1:00 p.m. on the 406.4 and Developer Deeds of last business date preceding the Trust Closing Date b) Estoppel Certificate On or before 1:00 p.m. on the 406.4 last business date preceding the Closing Date c) Payment of Developer's On or before 1:00 p.m. on the 406.4; 410 Share of Escrow Costs last business date preceding the Closing Date d) Certificates evidencing Prior to closing, site preparation 506 insurance or construction e) Taxpayer ID Certificate Prior to Closing Date 405.3 13. Agency or Developer, as case may Within 30 days after date 411.2 be, may cure any condition to established therefor, or date of closing disapproved or waived; or breach, as the case may be may cure any default 14. Developer approves condition of Prior to close of escrow 409.2 RVPUB\KKR\689194.3 ATTACHMENT NO.3 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA II{ I(I PAGE 2 OF 3 IIIIIIIIIIIiIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIilll 032AAC0of' 118 Agreement Item To Be Performed Time for Performance Reference Site 15. Close of escrow for the Site; Not later than 2 months after 405; 406 recordation and delivery of execution of DDA by Agency documents 16. Developer obtains all necessary Within 30 days after close of 506; 507 permits and approvals, submits escrow certificates of insurance, and commences construction of improvements on the Site 17. Developer completes construction Within twelve (12) months after 504 of improvements issuance of building permits for such Phase 18. Agency issues Release of Within 30 days of written 513 Construction Covenants request by Developer, and Developer's satisfactory completion of all improvements for each Parcel It is expressly agreed that each act required herein shall be required for all Parcels unless otherwise specified. It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both Developer and Agency. A failure by either party to enforce a breach of any particular time provision shall not be construed as a waiver of any other time provision. The Executive Director of Agency shall have the authority to approve extensions of time without Agency Board action not to exceed a cumulative total of 180 days as provided in Section 903. RVPUB\KKR\689194 3 ATTACHMENT NO.3 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 3OF3 IIIIIIIIIIIIII IIIhill IIIIIIIIIIIII II III II III 5-0219028 03 21�046 of 8 48 5 8 1@ ATTACHMENT NO. 4 TO MOUNTAIN GATE II PALM SPRINGS VENTURES,LLC DISPOSITION AND DEVELOPMENT AGREEMENT SCOPE OF DEVELOPMENT PROJECT CONCEPT The Project Concept encompasses the development by Developer of five (5) Parcels as single family residences (hereinafter "Site") in the City of Palm Springs which shall be reserved for sale to Lower or Moderate Income Households. The Developer and Agency agree that the Site shall be developed and improved by Developer in accordance with the provisions of this Agreement, which includes the Basic Concept Drawings, subject to all applicable codes, ordinances, and statutes including requirements and procedures set forth in the Palm Springs Municipal Code and the Redevelopment Plan, adopted in conjunction with or subsequent to adoption of this Agreement. Any issues regarding the Scope of Development that are not resolved herein or in the Agreement shall be resolved in accordance with the Palm Springs Municipal Code. SITE DESCRIPTION The Site is located on a number of non-contiguous Parcels in the City of Palm Springs, as more fully described in the Site Map attached to the Agreement as Attachment No. 1. DEMOLITION AND CLEARANCE Developer, at its sole cost and expense, shall demolish and remove within the project boundaries, all building slabs and foundations (to below the lowest footing level), pavement, curb, gutters, sidewalks, overhead and underground utilities and appurtenances thereto, and appropriately cap, rework, reroute, or terminate same as necessary to continuing optimal functioning of undisturbed improvements and utilities. SITE PREPARATION Developer shall, at its sole cost and expense, perform or cause to be performed grading plan preparation, fine grading and related compaction, and other site preparation as necessary for construction of the Project, as approved by the City Engineer/Public Works Director. Plans shall be prepared by a licensed civil engineer in good standing and subject to the approval of the City Engineer/Public Works Director. Developer shall, at its sole cost and expense, scarify, overexcavate, cut, fill, compact, rough grade, and/or perform all grading as required pursuant to an approved grading plan(s) to create finished lots,building pads to develop the Project described herein. RVPUB\KKR\689194.3 ATTACHMENT NO.4 To MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 1 OF 2 IIIIII II II III III IIIIII III III II IIIIII I I III 03 20© 09 18 4 1 9 of :0 PROJECT DESIGN A. Design The Project shall be built as plan 102 and alternate 102 from the Mountain Gate Project. The improvements to be constructed on the Site shall be of high architectural quality, shall be well landscaped, and shall be effectively and aesthetically designed. B. Landscaping Developer shall install and on-site landscaping and automatic irrigation pursuant to approved plans consistent with the Palm Springs Municipal Code. C. Mechanical Equipment On-site mechanical equipment, whether roof or ground mounted, shall be completely screened from public view. Screening material shall be constructed of materials which coordinate with the overall architectural theme. Where public visibility will be minimal, the Planning Director may permit use of landscaping to screen ground mounted equipment. D. Offsite Improvements Pursuant to the Agreement, Developer shall construct, or cause to be performed, any offsite improvements required by law or as a condition to any governmental or local approval or permit. RV PUB\KKR\689194 3 ATTACHMENT NO.4 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 2 OF 2 I III II II II III I I I I I II II II 111111111111 II 21150200 of 118 R ATTACHMENT NO. 5 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Community Redevelopment Agency of the City of Palm Springs 5050 North Palm Springs Avenue Palm Springs, CA 91706 Attn: Executive Director (Space Above This Line for Recorder's Office Use Only) RELEASE OF CONSTRUCTION COVENANTS WHEREAS, by a Disposition and Development Agreement ("Agreement") dated February 18, 2005, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ("Agency"), and MOUNTAIN GATE lI PALM SPRINGS VENTURES, LLC, a Delaware limited liability company ("Developer"), Developer has agreed to develop a single family residential development ("Project") on the Site (as such term is defined in the Agreement); and WHEREAS, as referenced in the Agreement, Agency shall furnish Developer with a Release of Construction Covenants upon completion of construction and development, which release shall be in such form as to permit it to be recorded in the Riverside Official Records of the County Clerk of the County of Riverside, California; and WHEREAS, Developer has requested that Agency furnish Developer with the Release of Construction Covenants for the Parcel more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (the "Parcel"); and WHEREAS, the Agreement provided for certain covenants to run with the land, which covenants were incorporated in the Regulatory Agreement for units, as those terms are defined in the Agreement; and WHEREAS, such Release of Construction Covenants shall constitute a conclusive determination by Agency of the satisfactory completion by Developer of the constriction and development required by the Agreement and of Developer's full compliance with the terms of the Agreement with respect to such construction and development, but not of the Regulatory Agreements, the provisions of which shall continue to run with the land pursuant to their terms; and RVPU6\KKR\689194.3 ATTACHMENT NO.5 TO MOUNTAM GATE It PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGEl Or4 IIII III II III III I II II I III I III 83 2�1@ 51 of 8208R 51 08 118 WHEREAS, Agency has conclusively determined that the construction and development on the Parcel required by the Agreement has been satisfactorily completed by Developer in full compliance with the terms of the Agreement. NOW, THEREFORE, 1. The improvements required to be constructed have been satisfactorily completed in accordance with the provisions of said Agreement. 2. This Release shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the improvements and the dates for the beginning and completion thereof. 3. This Release shall not constitute evidence of Developer's compliance with the Regulatory Agreement, the provisions of which shall continue to run with the land. 4. This Release shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage, securing money loaned to finance the improvements or any part thereof. 5. This Release is not a Notice of Completion as referred to in California Civil Code Section 3093. 6. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein. IN WITNESS WHEREOF, the Agency has executed this Release of Construction Covenants this day of COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic By Executive Director RVPUBT-KR\689194.3 ATTACHMENT NO.5 To MOUNTAM GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 2 OF 4 IIII I IIII II II III I I IIIII II II III II III 03 2�105 of 1180P 2 EXHIBIT "A" TO DESCRIPTION OF PARCEL That certain real property located in the City of Palm Springs, County of Riverside, State of California, more particularly described as: [To BE INSERTED] RVPUB\KKR\689194.3 Exhibit A Page I of 1)to RELEASE OF CONSTRUMON COVENANTS ATTACHMENT NO.5 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 4 OF 4 IIIIII IIIIII III II II I I II III IIIII III IIIIIII II IIII 03 20I6 53 of 118 i ill ATTACHMENT NO. 6 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT FREE RECORDING REQUESTED BY AND AFTER RECORDATION RETURN TO: Community Redevelopment Agency of the City of Palm Springs 5050 North Palm Springs Avenue Palm Springs, CA 91706 Attn: Executive Director (Space Above This Line For Recol der's Office Use Only) GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Grantor"), acting under the Community Redevelopment Law of-the State of California and to carry out the Redevelopment Plan for the City Industrial Redevelopment Project ("Redevelopment Plan"), hereby grants to MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company ("Grantee"), the real property ("Site") legally described in Exhibit "A" attached hereto and incorporated herein by this reference. As conditions of this conveyance, the Grantee covenants by and for itself and any successors in interest for the benefit of the Grantor and the City of Palm Springs ("City"), as follows: 1. Governing Documents. The Site is conveyed pursuant to a Disposition and Development Agreement (the""DDA") entered into by and between Grantor and Grantee and dated February 18,2005, and subject to the terms of the DDA, this Deed, and the Redevelopment Plan. The DDA and the Redevelopment Plan are on file in the office of the City Clerk of the City of Palm Springs, and are incorporated herein by this reference. Grantee covenants and agrees for itself and its successors and assigns to develop the Site in accordance with the DDA and thereafter to use, operate and maintain the Site in accordance with the DDA, the Redevelopment Plan and this Deed. In the event of any conflict between this Deed and the DDA, the provisions of the DDA shall control. 2. Reservation of Existing Streets. Grantor excepts and reserves any existing street, proposed street, or portion of any street or proposed street lying outside the boundaries of the Site which might otherwise pass with a conveyance of the Site. RVPUB\KKR\689194 3 ATTACHMENT NO.6 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA I{I PAGE 1 OF 6 IIIIII IIIIIII II III I IIIII IIIIIII IIIII III IIIIIII I III 03 N05-0219028 20 of 11 0R 54 of i 18 3. Use of Site. The Grantee covenants that Grantee may only use the Site for low and moderate affordable residential purposes as consistent with the time period and other terms, covenants and conditions set forth herein and in the DDA, by which Grantee has agreed to be bound. Grantee shall have no right to sell any parcels of the Site except as provided in the DDA and with the recordation of the Regulatory Agreement. Breach of the terms, covenants, conditions, and provisions of the DDA shall be a material breach of this conveyance. 4. Encumbrances Prohibited. Prior to issuance of the Release of Construction Covenants by the Grantor as provided in the DDA, the Grantee shall not place or suffer to be placed on the Site any lien or encumbrance other than mortgages, deeds of trust, sales and leases back or any other form of conveyance required for financing of the acquisition of the Site, the construction of improvements on the Site, and any other expenditures necessary and appropriate to develop the Site, except as specifically provided in the DDA and attachments thereto. The Grantee shall not enter into any such conveyance for financing without prior written approval of Grantor. 5. Non-Discrimination. The Grantee covenants that there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Grantee, or any person claiming under or through Grantee, establish or permit any such practice or practices of discrimination or segregation with references to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or any portion thereof. The nondiscrimination and nonsegregation covenants contained herein shall remain in effect in perpetuity. 6. Form of Nondiscrimination Clauses in Agreements. Grantee shall refrain from restricting the rental, sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin of any person. All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. Deeds: In deeds the following language shall appear: "The grantee herein covenants by and for itself, its 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 race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons 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 land herein conveyed. The foregoing covenants shall run with the land." b. Leases: In leases the following language shall appear: "The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, and assigns, RVPUQ\KICR\689194.3 ATTACHMENT NO.6 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 2 OF 6 IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIIII II IN 03 20e5 0of 118 R and all persons claiming under or through them, 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 race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee 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, sublessees, subtenants, or vendees in the land herein leased." C. Contracts: In contracts the following language shall appear: "There shall be no discrimination against or segregation of any person or group of per-sons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee 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, munber, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land." The foregoing covenants shall remain in effect in perpetuity. 7. Mortgage Protection. 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. 8. Covenants to Run With the Land. The covenants contained in this Grant Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title, and shall be binding upon Grantee, its heirs, successors and assigns to the Site, whether their interest shall be fee, easement, leasehold,beneficial or otherwise. 9. Amendments to Redevelopment Plan. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Site or change the restrictions or controls that apply to the Site or otherwise affect the Site shall require the written consent of the Grantee. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Grantee. 10. Counterparts. This Deed may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. RVPUB\KKR\689194.3 ATTACHMENT NO.6 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 3 OF 6 IIII II III II III II I II III II IIII I IN20@ 56 2 0o£08?8 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_ RVPUB\KKR\689194.3 ATTACHMENT N0,6 TO MOUNTAIN GATE II PALM SPRNGS VENTURES/DESERT HIGHLAND DDA PAGE 4 OF 6 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 03 e005 £0050818 "GRANTOR" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body corporate and politic By: Date Chairperson ATTEST: Agency Secretary APPROVED AS TO LEGAL FORM: ALESHIRE & WYNDER, LLP David J. Aleshire Agency Counsel [SIGNATURES CONTINUED ON NEXT PAGE] RV PLIB\RKR\689194.3 ATTACHMENT NO.6 TO MOUNTAIN GATE It PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 5 OF 6 IIIII IIIIIII III it II III I IIIIIII IIII II IIIIIII III 03 225-0219028 00 200 8fi of' 11 58 0£ 8 By its acceptance of this Grant Deed, Grantee hereby agrees as follows: 1. Grantee expressly understands and agrees that the terms of the Grant Deed shall be deemed to be covenants running with the land and shall apply to all of the Grantee's successors and assigns. 2. The provisions of this Grant Deed are hereby approved and accepted. "GRANTEE" MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company By: Troxler Residential Ventures XX, LLC, a Delaware limited liability company, its Managing Member By: Troxler Ventures Partners, Inc., a California corporation, its Operating Member Dated: By: Bryan P. Troxler President [END OF SIGNATURES] RVPUBV{KR\689194.3 ATTACHMENT NO 6 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 6 OF 6 IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIIII II IIII 6 2AA 3 6 08 59of18 EXHIBIT "A" TO LEGAL DESCRIPTION OF SITE [TO BE INSERTED] RVPUBUCKR\689194.3 EXHIBIT"A"(Page 1 0f 1) To GRANT DEED TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 6 OF 6 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIII IIIIIIIIIIIIN 03 25-0219028 20e600of 1180R ATTACHMENT NO. 7 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Community Redevelopment Agency of the City of Palm Springs 5050 North Palm Springs Avenue Palm Springs, California 91706 Attention: Executive Director Exempt from payment of a recording fee pursuant to Government Code Section 6103. REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS This REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS (the "Agreement") is entered into as of this day of 20_1 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Agency"), and ("Owner"). RECITALS A. Owner has entered into a purchase agreement (the "Purchase Agreement") to purchase from Mountain Gate 11 Palm Springs Ventures, LLC, a Delaware limited liability company (the "Developer") certain real property located at Palm Springs, California 91706, and more particularly described in the legal description attached hereto as Exhibit"A" (the "Property"). B. Agency has developed a program to assist persons and families of very low, low, and moderate income, as defined by Section 50093 of the California Health and Safety Code, to rehabilitate residential property and to increase, improve and preserve very low, low and moderate-income housing available at affordable housing cost (as defined in Health and Safety Code Section 50052.5) within the territorial jurisdiction of Agency in accordance with the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. In furtherance RVPUB\KKR\689194 3 Exhibit A WaRe I of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND MSTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA III I I II II PAGE 1 OF 19 IIIllllllllllllllllllllllllllllllllllllllllllllllllllll 03 29061 of 1180R of this program, Agency has provided financial assistance in the development of the housing project in which the Property is located. C. Agency and the Developer entered into that certain Disposition and Development Agreement (the "DDA") dated February 18, 2005, and a Grant Deed, dated , recorded as Instrument No. _ in the official records of Riverside County. Pursuant to the terms of the DDA and the Grant Deed vesting title to the Property in Developer, title to the Property may be vested in Owner subject to this Regulatory Agreement, and the terms hereof shall be binding on the Owner and its successors in interest in the Property for so long as the Regulatory Agreement shall remain in effect. D. Owner requires financial assistance to purchase the Property and would not be able to purchase the Property without such assistance. Owner is a person or family of [Insert very low, low or moderate] income who currently earns less than _% [Insert 50%, 80%, or 120%] of the current annual median income for the Los Angeles area, adjusted for family size, as those terms are defined in California Health and Safety Code Section 50093. E. Owner has represented to Agency that Owner and Owner's immediate family shall reside in the Property as the family's principal residence at all times throughout the tern of this Agreement. F. Agency desires to lend and Owner desires to borrow funds in the form of a loan secured by a second lien deed of trust to assist Owner to purchase the Property, subject to the terms and conditions set forth herein. The terms, conditions, and amount of the loan shall be specified in the Agency Promissory Note. G. This Agreement is in furtherance of Agency's program to create long-term affordable housing units in the City of Palm Springs. This goal is accomplished through the terms and conditions of this Agreement which restrict the resale price of the Property to a level that is affordable to buyers of a certain income level. NOW THEREFORE, in consideration of the benefits received by Owner, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner and Agency agree as follows: Definitions. The following defined terms have the meanings given below: "Affordability Period" means the period commencing on the date of recordation of this Agreement and ending forty-five (45) years thereafter. "Affordable Housing Cost" shall mean that purchase price which would result in a Monthly Housing Cost (as defined below)which does not exceed [Insert one of the following: RVPUEtUCKR\689194.3 Exhibit A(Pate 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OP COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 2 OF 19 Illlll IIIIIII Ill Illll IIIII�������Illll��� II II IN 03 o�62 of 1188R -Insert if Eligible Persons and Families are to have an income which does not exceed 50% of median income (very low income): the product of thirty percent (30%) times fifty percent(50%) of the Riverside area median income adjusted for family size appropriate for the Property,] -Insert if Eligible Persons and Families are to have an income which does not exceed 80% of median income (low income): the product of thirty percent (30%) times seventy percent (70%) of the Riverside area median income adjusted for family size appropriate for the Property ("Median Income") for purchasers earning less than seventy percent (70%) of the Median Income, or the product of thirty percent (30%) times the actual gross income of the household for purchasers earning more than seventy percent (70%) and not more than eighty percent(80%) of the Median Income,] -Insert if Eligible Persons and Families are to have an income which does not exceed 120% of median income (moderate income): the product of thirty-five percent(35%) times one hundred ten percent(110%) of the Los Angeles area median income adjusted for family size appropriate for the Property ("Median Income") for purchasers earning not greater than one hundred ten percent (110%) of the Median Income, or the product of thirty-five (35%) times the actual gross income of the household for purchasers earning more than one hundred ten percent (110%) and not more than one hundred twenty percent(120%) of the Median Income,] all as more particularly set forth in Section 50052.5 of the California Health and Safety Code. "Agency" means the Palm Springs Redevelopment Agency, a public body, corporate and politic. "Agency Loan"means the loan to be made by Agency to Owner in the amount of $ The amount of the Agency Loan shall be the difference between the Purchase Price and the Affordable Housing Cost, as further described in the Agency Promissory Note. "Agency Option" shall mean Agency's option to purchase the Property, as more particularly described in Section 5.2 of this Agreement. "Agreement" means this Regulatory Agreement and Declaration of Covenants and Restrictions by and between Agency and Owner. "Eligible Person or Family" or "Eligible Persons or Families" shall mean [Insert one of the following: (i) persons and families earning 50% or less of the median income, adjusted for family size, for the Riverside area, (ii) persons and families earning 80% or less of the median income, adjusted for family size, for the Riverside area, or (iii) persons RVPUBUCKR\689194.3 Exhibit A(Page I of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE.11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA 2905-0219029 PAGE 3 OF 19 IIIIII IIIIIII III IN 3111111131111111011 it03/211630o 08 18 R and families earning 120% or less of the median income, adjusted for family size, for the Riverside area], as further described in the Housing Guidelines. "Event of Acceleration" shall have the meaning ascribed in Section 7 of this Agreement. "Exempt Transfer" shall have the meaning ascribed in Section 5 of this Agreement. An Exempt Transfer is a Transfer of the Property that does not trigger repayment of the Agency Loan and the Shared Appreciation Amount. "First Lien" shall have the meaning ascribed in Section 7 of this Agreement. "Monthly Housing Cost" shall include all of the following associated with the Property, estimated or known as of the date of the proposed sale of the Property: (i) principal and interest payments on a mortgage loan not exceeding the prevailing conventional home mortgage lending rates applied by any reputable institutional home mortgage lender, or the lending rates of any government-subsidized or special mortgage program for which a Qualified Purchaser qualifies and has obtained a first trust deed loan for the acquisition of the Property; (ii) property taxes and assessments; (iii) fire and casualty insurance covering replacement value of property improvements; and (iv) a reasonable utility allowance. Monthly housing cost of a purchaser shall be an average of estimated costs for the next twelve (12)months. "Note" or "Agency Promissory Note" shall mean the promissory note memorializing Owner's obligation to pay the Agency Loan, on the terms set forth therein. "Owner"has the meaning set forth in the preamble to this Agreement. "Agency Deed of Trust" shall mean the deed of trust which shall be recorded against the Property, securing the Note and this Agreement, in the form as distributed to Owner prior to receiving the Agency Loan. "Qualified Purchaser" shall have the meaning ascribed in Section 5 of this Agreement. "Permitted Transfer" shall have the meaning ascribed in Section 4 of this Agreement. "Prohibited Transfer" shall have the meaning ascribed in Section 4 of this Agreement. "Property" shall have the meaning ascribed in Recital B of this Agreement. RVPUB\KKR\689194.3 Exhibit A(Pave 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 4 OF 19 I IIIIIIIIIIIIIIIIIIIII IIIII IIIIIII IIIII III IIIII IIII IIII 20060 esof Ile 9q Owner Representations and Warranties. Owner represents and warrants to Agency that the financial and other information previously provided to Agency by Owner for the purpose of qualifying to purchase the Property was true and correct at the time it was given and remains true and correct as of the date of this Agreement. Owner acknowledges that Agency is relying upon Owner's representations that Owner is an Eligible Person or Family, and Agency would not have entered into this Agreement if Owner did not so qualify. Affordability Covenants. During the Affordability Period, the Property shall be owned and occupied by Owner or persons, who at the time of purchase, are Eligible Persons or Families. Transfer of Property. All Prohibited Transfers (as defined below) shall constitute Events of Acceleration, causing the Agency Loan to become due and payable. If the Prohibited Transfer is a result of an affirmative conveyance of the Property by Owner (i.e., not arising from Owner's death or operation of law), and the conveyance is not an Exempt Transfer pursuant to Section 5, the Prohibited Transfer shall also constitute a default under this Agreement, entitling Agency to exercise all remedies available at law or equity. A "Prohibited Transfer" is any Transfer of the Property that does not constitute a Permitted Transfer. A "Transfer" is any sale, assignment, or transfer of an interest in the Property, including, without limitation, a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life estate, or other limited estate, leasehold interest or any rental of the Property, or any interest evidenced by a land contract, or any mortgage or other encumbrance. The following Transfers shall constitute "Permitted Transfers" so long as the transferee(s) give written notice to Agency of such event within thirty(30) days of its occurrence and the transferee(s) assume the Owner's obligations under this Agreement, the Promissory Note, and the Deed of Trust, by execution of an assignment and assumption agreement to be provided by Agency, if such assumption does not occur by operation of law: (i) transfer by gift, devise, or inheritance to the Owner's spouse; (ii) transfer of title by an Owner's death to a surviving joint tenant, tenant by entireties, or a surviving spouse of community property; (iii) transfer of title to a spouse as part of divorce or dissolution proceedings or in conjunction with marriage; and (iv) an Exempt Transfer, as further explained in Section 5 of this Agreement. A sale or transfer which under federal law, would not,by itself, permit Agency to exercise a due on sale or due on encumbrance clause shall also constitute a Permitted Transfer. Exempt Transfer; Sale to Qualified Purchaser at Affordable Housing Cost; Agency Option to Purchase. An "Exempt Transfer" is (i) the sale of the Property by the Owner to a person who is an Eligible Person or Family ("Qualified Purchaser") (and that person's status as a Qualified Purchaser has been verified by Agency pursuant to this Section 5) provided that the Qualified Purchaser assumes the Promissory Note, the Agency Deed of Trust, and this Agreement pursuant to an assignment and assumption agreement approved by Agency, and the sale price less the balance of the Agency Loan does not exceed the Affordable Housing Cost for the Qualified RVPCB\KKR\689194 3 Exhibit A(Page 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 5 OF 19 III II IIIIIII III IIIII IIIII(IIIII (III III IIIII(III III 93?21� 82 65 of 65 of 116 Purchaser, or (ii) the sale of the Property by the Owner to Agency or a person designated by Agency pursuant to Section 5.2 of this Agreement. An Exempt Transfer is a Permitted Transfer. Sale by Owner. If Owner desires to sell, exchange, quitclaim or in any manner dispose of the Property or any part thereof ("Proposed Sale"), Owner shall notify Agency in writing no later than ten (10) days prior to the date the Property is placed on the market for a Proposed Sale. Owner shall not sell or transfer the Property until such time as Agency has determined (i) the proposed buyer intends to occupy the Property as its principal residence; (ii) the proposed buyer is a Qualified Purchaser and eligible under the Housing Guidelines; and (iii) the Proposed Sale is at an Affordable Housing Cost (excluding the Agency Loan assumed by the buyer). Owner shall cooperate with and reasonably assist Agency with the determination of whether a proposed buyer is a Qualified Purchaser. In order to verify the buyer's status as a Qualified Purchaser, Owner shall submit to Agency the identity of the proposed buyer and adequate information evidencing the income of the proposed buyer. Said income information shall be submitted not less than thirty (30) days prior to the Proposed Sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that Agency may determine and verify the household income of the proposed buyer to determine Qualified Purchaser status and whether the Property is available to such buyer at an Affordable Housing Cost (excluding the Agency Loan assumed by the buyer). Agency may request additional information reasonably required to verify the proposed buyer's status. OWNER UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED SALE, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER WILL BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THE AFFORDABILITY COVENANTS IN THIS AGREEMENT. OWNER FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF AGENCY AND THIS AGREEMENT IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS AND FAMILIES AT AN AFFORDABLE HOUSING COST. Agency Option to Purchase. Owner hereby grants to Agency an option to purchase the Property at an Affordable Housing Cost or to cause the purchase of the Property by a third party who is a Qualified Purchaser at an Affordable Housing Cost, on the terns set forth below ("Agency Option"). In the event Owner is unable to sell the Property to a Qualified Purchaser pursuant to the terms set forth in Section 5.1, Owner may request that Agency exercise RV PU13T"\689194 3 Exhibit A(Page 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURESIDESERT HIGHLAND DDA IIIII III III III IIII I II III I I I I I II 01©2 05 0?00A PAGE 6 OF 19 03/2 66 0£ 118 the Agency Option to purchase the Property by delivering to Agency,by certified mail, a copy of this Agreement and a written request for Agency to exercise the Agency Option (the "Option Request Notice"). The Option Request Notice shall (i) be dated and signed by the Owner, (ii) contain the address of the property, and (iii) contain the following statement: THE PURPOSE OF THIS OPTION REQUEST NOTICE IS TO REQUEST AGENCY EXERCISE ITS OPTION TO PURCHASE THE PROPERTY. PURSUANT TO THE TERMS OF THE REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS, AGENCY HAS 60 DAYS TO NOTIFY OWNER OF ITS ELECTION TO EXERCISE THE AGENCY OPTION TO PURCHASE THE PROPERTY. IF THE AGENCY DOES NOT EXERCISE THE OPTION, THE PROPERTY WILL BE RELEASED FROM THE AFFORDABILITY RESTRICTIONS IN THE AGREEMENT. Should the property be released from the affordability restrictions under the terms of this Section 5.2, the sale shall constitute a Prohibited Transfer under Section 4 above and Owner shall repay the Agency Loan or portion thereof in accordance with Section 8. In no event shall Owner deliver the Option Request Notice to Agency until Owner has, for a period of ninety (90) days following the date the Property is placed on the market for a Proposed Sale pursuant to Section 5.1, diligently marketed the Property and exercised best efforts to sell the Property to an Qualified Purchaser, as reasonably determined by Agency. Agency shall have no obligation to exercise the Agency Option. In the event Agency elects to exercise the Agency Option, Agency shall exercise the Agency Option by delivering written notice to Owner within forty-five (45) days of Agency's receipt of the Option Request Notice. In the event Agency exercises the Agency Option and either purchases the Property or arranges the purchase by a Qualified Purchaser, an escrow shall be established to close within ninety (90) days after delivery of Agency's notice of exercise of the Agency Option. In the event Agency fails to agree in writing to exercise the Agency Option, Owner may sell the Property at an unrestricted sales price to a purchaser who does not qualify as a Qualified Purchaser. The transfer of the property pursuant to the preceding sentence constitutes a Prohibited Transfer for purposes of accelerating the Agency Loan and triggering the Shared Appreciation Amount pursuant to Section 7 of this Agreement, but shall not constitute a default under this Agreement. Agency Loan. Agency shall loan to Owner the Agency Loan subject to the conditions and restrictions set forth herein and those set forth in the Promissory Note, Agency Deed of Trust, and the Buyer Disclosure Statement. Owner shall execute, as maker, and deliver to Agency the Promissory Note in favor of Agency, as holder, in the principal amount of the Agency Loan (the "Note Amount"). Owner shall also execute and deliver to Agency the Agency Deed of Trust and the Buyer Disclosure Statement in the form as distributed to Owner prior to receiving the Agency Loan. The Agency Loan shall be used only for the purchase of the Property. RVPUB\KKR\689194.3 Exhibit A(Pa¢e 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE It PALM SPRINGS IIIII IIIII II IIII IIII II III I III III IIIII II I IIII 03J2016 6705£08?000fi VEN URE$/DESERT HIGHLAND 7 OF 19 i j Events of Acceleration. The Agency Loan, or balance thereof, shall become due and immediately payable in accordance with Section 8 of this Agreement, upon the occurrence of any one of the following events of acceleration ("Event of Acceleration"): (i) a Prohibited Transfer; (ii) the refinancing of the lien to which the Agency Deed of Trust is subordinate ("First Lien") for an amount which would provide a total encumbrance which exceeds the maximum amount permitted wider the Housing Program; (iii) such time if or when Owner is no longer an occupant of the Property pursuant to Section 10 of this Agreement; or (iv) Owner is in default of any other obligation under this Agreement, the Note, or the Agency Deed of Trust. Note Repayment and Shared Equity Appreciation. Note Repayment Amount. The entire Agency Loan shall be due and payable at the end of the Affordability Period, or upon the occurrence of an Event of Acceleration pursuant to Section 7, whichever is earlier. When the Agency Loan becomes due and payable for any reason, Owner shall pay to Agency the entire Note Amount, plus simple interest for the entire Note Amount at the rate of three percent (3%) per annum commencing on the date of the Promissory Note ("Note Date"). If the Agency Loan becomes due because of an Event of Acceleration, then in addition to the principal and interest due to Agency, and regardless of when the Event of Acceleration occurs, Owner shall pay to Agency an early termination charge equal to ten percent (10%) of the entire Note Amount. Shared Equity Appreciation. In the event of a Prohibited Transfer during the Affordability Period, in addition to repayment of the balance of the Note Amount, Agency shall receive a share of the sales proceeds that exceed the value of the Property at the time of the Agency Loan, in order to recover funds for other low and moderate-income housing pursuant to state law. The Agency's share of the increase in equity shall be determined based on the length of time the Property has been occupied by an Eligible Person or Family prior to the Prohibited Transfer, pursuant to the table below. The Agency's share of the equity increase will be lowered in the event the Prohibited Transfer is the result of divorce or death. I Year of Prohibited Percent of Equity Increase Transfer After Loan Retained by Owner Years Other Divorce Death 0— 15 0% 0% 0% 16— 18 2% 6% 9% 19-21 5% 9% 12% RVPUE\KKR\689194.3 Exhibit A(Page 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS Illill II IIII III I I III I IIIIIII III I I III IIII IIII ea 212005-0219028 ss o£081 80R VENTURES/DESERT HIGHLAND O 19 Year of Prohibited Percent of Equity Increase Transfer After Loan Retained by Owner 22-24 9% 13% 16% 25 —27 13% 17% 20% 28—30 17% 21% 24% 31 —33 23% 27% 30% 34—36 29% 33% 36% 37—39 40% 44% 47% 40—42 69% 73% 76% 43 —45 100% 100% 100% As an example only: • Value of Property at time of loan=$200,000 • Amount of Agency Loan =$50,000 • Value of Property at time of Prohibited Transfer during Year 20 =$250,000 • Increase in equity=$50,000 • Repayment of Agency Loan= $50,000 plus interest • Amount of Equity Increase shared with Agency = (95% X $50,000) =$47,500 • Amount of Equity Increase kept by Owner=(5% X $50,000) _ $2,500 Maintenance of Property. Owner shall maintain the buildings, landscaping and yard areas on the Property,as follows: No improperly maintained landscaping shall be visible from public rights-of-way, including: no lawns with grasses in excess of six (6) inches in height; no untrimmed hedges; RVPUB\ICKR\689194.3 Exhibit A(Pa¢e 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO 7 II I I I TO MOUNTAIN GATE 11 PALM SPRINGS 1 III`II IIIII«III IIIII IIIII Ilillll IIIII III IIIII IIII IIII 005£08:$0R VENTURES DESERT HIGHLAND DDA 03 210 PAGE OF 19 no trees, shrubbery, lawns, and other plant life dying from lack of water or other necessary maintenance; no trees and shrubbery grown uncontrolled without proper pruning; no vegetation so overgrown as to be likely to harbor rats or vermin; and no dead, decayed, or diseased trees, weeds, and other vegetation. No yard areas shall be left umnaintained, including: no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1)week; no packing boxes, lumber, trash, dirt, and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties; no unscreened trash cans, bins, or containers stored for longer than reasonably required for removal by the City's waste haulers in areas visible from public property or neighboring properties; and no vehicles parked or stored in areas other than approved parking areas. No inoperable vehicles stored where visible from public property or neighboring properties. No buildings may be left in an unmaintained condition, including: r no violation of state or federal law, Uniform Codes, or City ordinances, rules or regulations; no condition that constitutes an unsightly appearance that detracts from the aesthetics or property value of the subject property or constitutes a private or public nuisance; no broken windows or chipped, cracked or peeling paint; and no conditions constituting hazards and/or inviting trespassers or illegal activity. If such buildings, landscaping or yard areas are not so maintained, and such conditions are not corrected as soon as possible but in no event longer than thirty (30) days after notice thereof from Agency or the City of Palm Springs (the "City"), then either Agency or the City RVPUB\KKR\689194.3 Exhibit A iPaee 1-of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS III II IIII III III IIII II IIII I I III I I III 00 2 09 08-00R VENTURES/DESERT PAGE 0 OF 03 21 9 70 of 118 may perform the necessary maintenance and Owner shall pay such costs as are reasonably incurred for such maintenance. Not by way of limitation of the foregoing, Owner shall maintain the improvements and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the Palm Springs Municipal Code. Occupancy Standards. The Property shall be used as the principal residence of Owner and Owner's family and for no other purpose. Owner shall not enter into an agreement for the rental or lease of the Property. Agency may grant a temporary waiver of the above requirements for good cause, in Agency's sole and absolute discretion. The maximum occupancy of the Property shall not exceed the maximum occupancy allowed by the stricter of applicable state law or the Palm Springs Municipal Code. Owner shall, upon demand by Agency, submit to Agency an affidavit of occupancy verifying Owner's compliance with this Section 10. Said affidavit may be required by Agency on an annual basis. First Lien; Covenants Do Not Impair First Lien.. The provisions of this Agreement and the Agency Deed of Trust shall be subordinate to the First Lien on the Property held by the Lender and shall not impair the rights of Lender, or Lender's assignee or successor in interest, to exercise its remedies under the First Lien in the event of default under the First Lien by Owner. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, this Agreement shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of the First Lien acquires title to the Property pursuant to a deed or assignment in lieu of foreclosure, this Agreement shall automatically terminate upon such acquisition of title, provided that (i) Agency has been given written notice of a default under the First Lien, and (ii) Agency shall not have cured the default under such First Lien within the 30-day period provided in such notice sent to Agency. Agency shall cause a Request for Notice, in the form attached to the DDA as Attachment No. 12, to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the California Civil Code Section 2924b. Defaults. Failure or delay by either party to perform any term or provision of this Agreement which is not cured within thirty(30) days after receipt of notice from the other party constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default RVPUBT,KR\689194 3 Exhibit A(Page I of I)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE II PALM SPRINGS IIII I II II III IIII IIIII IIIIII IIIII III IIII IIII IN03 261a P71 005£08?30R VENTURES/DESERTPAGE 11 OF 9 complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default,nor shall it change the time of default Indemnification. Owner shall defend, indemnify and hold harmless Agency and the City of Palm Springs and their respective officers, officials, agents, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to the Property or this Agreement. Insurance. Owner shall maintain, during the Affordability Period, an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property, in a form, content and with companies approved by Agency. The policy shall name Agency as loss payee and shall contain a statement of obligation on behalf of the carrier to notify Agency of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. Owner shall transmit a copy of the certificate of insurance and loss payee endorsement to Agency within thirty (30) days of the effective date of this Agreement, and Owner shall annually transmit to Agency a copy of the certificate of insurance and a loss payee endorsement, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance and loss payee endorsement shall be transmitted to Agency at the address set forth in Section 16.5. Nondiscrimination. Owner covenants by and for itself, its successors 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 race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Owner 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 Property. Owner, its successors and assigns, shall refrain from restricting the rental, sale or lease of the Property on the basis of race, color, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 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 race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the RVPUBQCKR\689194.3 Exhibit A(Page l of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENTNO.7 2005-6213028 III III II II I I I I I II I III I I III I I III 93/21r720o£ Ile H To NOTURHS/D SERT HIGHLAND DDA PAGE 12 OF 19 land herein conveyed, nor shall the grantee 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, sublessee or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 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: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin 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, sublessees, subtenants or vendees in the premises herein leased." In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin, 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, sublessee or vendees of the premises." Notwithstanding the foregoing, Owner acknowledges and agrees that during the Affordability Period, Owner shall occupy the Property as Owner's principal residence and shall not rent or lease the Property. Miscellaneous. Attorneys' Fees and Costs. If any action is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. Controlling Agreement. Owner covenants that Owner has not executed, and will not execute any other agreement with provisions contradictory to or in opposition to the provisions hereof, and that in any event, Owner understands and agrees that this Agreement shall control the rights and obligations between the parties. RVPUBUCICR\689194.3 Exhibit A(Pape I of 1)to _REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 IIIIII II II II I I III I II III II I I III III III 121 52 0 5 066?6 TO MOUNTAIN GATT II PALM SD N A 03121/2005 '00R VENTURES/DESERT HIGHLAND DDA 73 of 118 PAGE 13 OF 19 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in, this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision(s)had never been contained herein. Time. Time is of the essence of this entire Agreement. Whenever under the terms of this Agreement the time for performance falls on a day which is not a business day, such time for performance shall be on the next day that is a business day. Notices. All notices required to be delivered under this Agreement to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail, registered or certified; or (iii) one (1) business day after deposit before the daily deadline time with a reputable overnight courier or service; in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other party hereto: If to Agency: Community Redevelopment Agency of the City of Palm Springs Attention: Executive Director 5050 North Palm Springs Avenue Palm Springs, California 91706 If to Owner: At the address set forth in Recital A of this Agreement. Captions and Pronouns. The captions and headings of the various Sections of this Agreement are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine, and neuter shall be freely interchangeable. Running of Benefits and Burdens. All conditions, covenants, and restrictions contained in this Agreement shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by, Agency and its successors and assigns, against Owner, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Agency shall be deemed a beneficiary of the agreements and covenants RVPUB\KKR\689194.3 Exhibit A(Page I of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS 2005-0219029 HLAND IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIII IIIIIII 0 3/2 117 4 0of$t8 R VENTURES/DESERT PAGE 4 OF 19 provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of Agency and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is or remains an owner of any land or interest therein to which such covenants relate. Agency shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any action at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant. Construction. The rule of strict construction does not apply to this Agreement. This Agreement shall be given a reasonable construction so that the intention of the parties, to prevent any Prohibited Transfer or any use of the Property in violation of this Agreement, is carried out. Obligations Secured by Agency Deed of Trust. The payment and performance of all obligations of Owner under this Agreement are secured by the Agency Deed of Trust. Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Recordation; Effective Date. This Agreement shall be recorded and shall become effective upon the transfer of fee title to the Property to Owner. Waiver. No delay or omission by Agency in exercising any right or power accruing upon the compliance or failure of performance by Owner hereto under the provisions of this Note shall impair any such right or power or be construed to be a waiver thereof. A waiver by Agency of a breach or Event of Acceleration or of any failure of performance by Owner of any of the covenants, conditions or agreements hereof to be performed by Owner shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. RVPUB\KKR\689194.3 Exhibit A(Page I of 1)to REGULATORY AGREEMENT TO DECLARATION OF 1 {I COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 IIIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIII III IIII 03 Z0�275 0 5£0880fl V NOTURSES RT HIGHLAND DA PAGE 15 OF 19 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. "AGENCY" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic By: Executive Director ATTEST: Agency Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) "OWNER" RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 IIIII II II II I I I I I II II II I IIIII I III AIN GATE H PALM SPRINGS 2005 02108 z 0 TVENOUR65 DESERT HIGHLAND 16 19 03121/26 o 06 00R PAGE 16 OF 19 76 0£ 110 STATE OF CALIFORNIA ) ss. COUNTY OF ) On 2005 before me, Notary Public,personally appeared personally known to me.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. WITNESS my hand and official seal. Notary RVPUB\KKR\689194.3 Exhibit (Page 1 of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS 1 VENTURES/DESERT HIGHLAND DDA IIIIII IIIII I III IIIII IIIII III III IIIII III IIIIII III IIII 93?2 0 79 of 1 $0R PAGE 17 OF 19 STATE OF CALIFORNIA ) SS. COUNTY OF ) On 2005 before me, Notary Public, personally appeared personally known to me 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. WITNESS my hand and official seal. Notary RV P CIE\KICR\689194.3 Exhibit A(Page I of 1)to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS 1 4I VENTURES/DESERT HIGHLAND DDA I IIIIII IIiIIII III IIIII IIIII IIIIIII IIIII III IIIIII III IIII 03 2I/2QQ f 8:88R PAGE 18 OF 19 EXHIBIT `°A" TO LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Riverside, City of Palm Springs, and is described as follows: [TO BE INSERTED] RVPUB\KKR\689194.3 Exhibit A(Page 1 of 11 to REGULATORY AGREEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS ATTACHMENT NO.7 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 19 OF 19 II IIII II II I II I II II IIII I IIII I �I 03 1A 200oof0816 ATTACHMENT NO. 8 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT AGENCY/DEVELOPER PROMISSORY NOTE $22,000.00 Palm Springs, California FOR VALUE RECEIVED, MOUNTAIN GATE H PALM SPRINGS VENTURES, LLC, a Delaware limited liability company ("Maker"), promises to pay the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Holder") at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262, or at such other address as Holder may direct from time to time in writing, the sum of Twenty-Two Thousand Dollars ($22,000.00) (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Agency/Developer Promissory Note ("Agency Note") is made in connection with the provision by the Holder of funds equal to the Agency Note pursuant to that certain Disposition and Development Agreement by and among Maker and Holder, dated as of February 18 , 2005 (the "Agreement"). I. Interest Rate. No interest shall accrue so long as the property is improved with a residence and sold to a Qualified Purchaser pursuant to the Agreement within one year of the transfer of the Parcel. In the event said transfer does not occur within one year, then interest shall accrue from the date of transfer at the rate of five (5)percent per annum. 2. Repavment and Principal Reduction. The principal amount of the Note Amount, plus all interest then accrued upon the Note Amount, shall be immediately due and payable upon (i) any default by Maker of the Agreement which is not cured within the time set forth in the Agreement (ii) on the transfer of the Property to a Qualified Purchaser and, if not sooner paid in full, (iii) on January 1, 2007. "Upon the written approval of Holder's Executive Director, which approval will not be unreasonably withheld or conditioned, the principal amount of this Note shall be subject to one or more credits in an amount equal to any extraordinary costs and expenses incurred by Maker in comnection with the development of the Property. Evidence of said extraordinary costs and/or expenses shall be provided to the satisfaction of the Executive Director. By way of example and not limitation, extraordinary costs include those related to theft or vandalism during the course of construction on the Property which Maker incurs despite having taken reasonable precautions to prevent such theft or vandalism. Maker shall promptly notify with accompanying RVPUB\KKR\689194 3 ATTACHMENT NO 8 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA III IIII II III III II II III III II II 08 20�/8 09 Ile i PAGE 1 of 5 £80 018 evidence, Holder's Executive Director of any occurrences giving rise to Maker's right to credits pursuant to the foregoing provision." 3. Prepayment of Agency Note Amount. Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at the rate set forth in Section 1 hereof, at any time prior to the due date of the Note Amount without penalty. 4. Application of Payments. Each payment hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. 5. Security. This Agency Note is secured by a deed of trust by and between Makers, as trustor and Holder, as beneficiary(the"Deed of Trust"Attachment No. 9 to the Agreement). 6. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Agency Note without necessity of obtaining the consent of the Maker. 7. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Agency Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. 8. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Agency Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel, and such representation shall be valued at customary and reasonable rates for private sector legal services. 9. Non-Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 10. Successors Bound. This Agency Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. RVPUB\KKR\689194.3 ATTACHMENT NO.8 TO MOUNTAIN GATE 11 PALM SPRINGS l VENTUS/DFSERT HIGHLAND DDA Pe E IIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII a, 0ee 0 o£W 06A 11. Terns. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 12. Legal Interest Rate. No provision of this Agency Note or any instrument securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, in neither Maker or any endorsers of this Note, nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. 13. Non-Recourse. Notwithstanding anything to the contrary herein contained, (i) the liability of Maker shall be limited to its interest in the Site and any rents, issues, and profits arising from the Site and, in addition, with respect to any obligation to hold and apply insurance proceeds, proceeds of condemnation or other monies hereunder, any such monies received by it to the extent not so applied in accordance with the terms of this Note; (ii) no other assets of Maker shall be affected by or subject to being applied to the satisfaction of any liability which Maker may have to Holder or to another person by reason of this Note; and (iii) any judgment, order, decree or other award in favor of Holder shall be collectible only out of, or enforceable in accordance with, the terms of this Note by termination or other extinguishment of Maker's interest in the Site. Notwithstanding the foregoing, it is expressly understood and agreed that the aforesaid limitation on liability shall in no way restrict or abridge Maker's continued personal liability for: (A) fraud or willful or grossly negligent misrepresentation made by Maker in connection with this Note or any of the Agency Agreements; (B) misapplication of(a) proceeds of insurance and condemnation or (b) rent received by Maker under rental agreements entered into for any portion of the Site after default of the Note; (C) the retention by Maker of all advance rentals and security deposits of tenants not refunded to or forfeited by such tenants; or (D)the indemnification undertakings of Maker under the Agency Agreements. 14. General Partner Removal. The withdrawal, removal, and/or replacement of a general partner of the Partnership shall not constitute a default under any of the Agreement or this Agency Note, and any such actions shall not accelerate the maturity of the Note amount, provided that any required substitute general partner is reasonably acceptable to Holder and is selected within ninety (90) days of the effective date of the withdrawal, removal, and/or replacement. 15. Monetary Default. If a monetary event of default occurs under the terms of the Agreement or the Agency Note, prior to exercising any remedies thereunder, Holder shall give Maker and any of the general or noticed limited partners of the Partnership, listed below, simultaneous written notice of such default. Maker shall have a period of seven (7) days after such notice is given within which to cure the default prior to exercise of remedies by Holder. RVPUIIVIXR\699194.3 ATTACHMENT NO.8 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 3 OF 5 IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III Illill III IN 93,2�1a 6 05f081 09 8 16. Non-Monetary Default. If a non-monetary event of default occurs under the terms of any of the Agreement, prior to exercising any remedies thereunder, Holder shall give Maker and any general or limited partners of the Partnership, listed below, simultaneous written notice of such default. If Maker fails to take corrective action or to cure the default within the initial thirty(30) day cure period, Holder shall give Maker and any general or limited partners of the Partnership listed in the Agreement written notice thereof, whereupon the limited partner(s) may remove and replace the general partner with a substitute general partner, reasonably acceptable to Holder, who shall effect a cure within a reasonable time thereafter, as determined by Holder, in accordance with the foregoing provisions. hi no event shall Holder be precluded fi-om exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within the period of time specified in the Agreement. 17. Purchase Rights. The transfer of Maker's interest pursuant to terms provided in the Agreement in Section 303" shall not constitute a default nor accelerate the maturity of this Agency Note. 18. Loan Assumption. The Project is sold subject to low-income housing use restrictions as contained in an existing regulatory agreement or other recorded covenant, any requisite consent of Holder to said sale, and to the assinuption without penalty of this Agency Note obligations by the purchaser and the release of Maker from such obligations, shall not be unreasonably withheld, provided that Holder reserves the right to (i) impose reasonable conditions to assumption as a condition to its consent, and (ii) approve in its sole discretion any designee of the project sponsor's purchase rights. [Signature on following page] RVPUB\KKR\689194.3 ATTACHMENT NO 8 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 4OF 5 III III III III I I II I II III II III I I II 03��A 83 0f :9 18 1 83 "MAKER" MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company By: Troxler Residential Ventures XX, LLC, a Delaware limited liability company, its Managing Member By: Troxler Ventures Partners, Inc., a California corporation, its Operating Member Dated: By: Bryan P. Troxler President RVPU6\KKR\689194 3 ATTACHMENT NO.8 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 5OF 5 IIIIII IIIIII III IIIII IIII IIIIII IIIII III IIIIIII II IIII 032AN 800SP08 180R ATTACHMENT NO. 9 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT AGENCY/DEVELOPER DEED OF TRUST WITH ASSIGNMENT OF RENTS Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 3200 E.Tahquitz Canyon Way Palm Springs,California 92262 _Attention: Executive Director SPACE ABOVE THIS LINE FOR RECORDER'S USE EXEMPT FROM RECORDING FEE PER GOV.CODE'6103 DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER ATTACHED HERETO CONTAINING TERMS INCLUDING SECURITY AGREEMENT AND FIXTURE FILING NOTE: RIDER ATTACHED TO THIS DEED OF TRUST CONTAINING TERMS INCLUDING SECURITY AGREEMENT AND FIXTURE FILING. This DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER ATTACHED HERETO ("Deed of Trust'), is made , between MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company, herein called TRUSTOR, whose address is 1535 South D Street, Suite 200, San Bernardino, California 92408 FIRST AMERICAN TITLE INSURANCE COMPANY, herein called TRUSTEE, for the benefit of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, herein called BENEFICIARY. W ITNESSETH:That Trustor grants to Trustee in trust,with power of sale,Trustor's estate,dated on or about the date hereof, in that property in the City of Palm Springs, County of Riverside, State of California,described as: SEE EXHIBIT"A"ATTACHED HERETO[APPEARS FOLLOWING RIDER] together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of$22,000.00,with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the Property above described, Trustor expressly makes each and all of the agreements,and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA II IIIII III IIIII I I IIIII II I III II II N0 2 09 eel 00R PAGE 1 OF 14 03 21 83 of 118 counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amadoi 133 438 Lassen 192 367 Riverside 3778 347 Solana 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Mann 1949 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 109 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kem 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964,Page 149774 shall inure to and bind the parties hereto,with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof)are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Truster, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. SEE RIDER ATTACHED TO THIS DEED OF TRUST Signature of Trustor: MOUNTAIN GATE 11 PALM SPRINGS VENTURES, LLC, a Delaware limited liability company By: Troxler Residential Ventures XX, LLC, a Delaware limited liability company, its Managing Member By: Troxler Ventures Partners, Inc., a California corporation, its Operating Member By: Bryan P.Troxler President [ACKNOWLEDGMENT FORMS AT END OF RIDER] RVPUB\KKR\689194 3 Exhibit A(Pate I of 1 to DEED OF TRUST ATTACHMENT NO 9 RIDER TO DEED OF TRUST PITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE II PALM SPRINGS VENTURESNESERT HIGHLAND DDA PAGE 2 OF 14 IIIIIII IIIIIII(IIIIIII IIIII IIIIIII IIIII III IIIIIII II(III e3 2005-0219028 21/2005 GO:O0R DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A, To protect the security of this Deed of Trust,Truster agrees: 1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor,to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate,fertilize,fumigate,prune and do all other acts which from the character or use of said property may be reasonably necessary,the specific enumerations herein not excluding the general. 2) To provide,.maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine,or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Truster. Such application or release shall not cure or waive any default or notice of default hereunder or Invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof,which appear to be prior or superior hereto;all costs,fees and expenses of this Trust. Should Truster fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Truster and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof,Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers,pay necessary expenses,employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee,with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: 1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date,Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby,Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid,and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as"the person or persons legally entitled thereto" 5) That as additional security,Trustor hereby gives to and confers upon Beneficiary the right, power and authority,during the continuance of these Trusts,to collect the rents,issues and profits of said property,reserving unto Truster the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder,to collect and retain such rents,issues and profits as they become due and payable. Upon any such default,Beneficiary may at any time without notice,either in person,by agent,or be a receiver to be appointed by a court,and without regard to the adequacy of any security for the indebtedness hereby secured,enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents,issues,and profits,including those past due and unpaid,and apply the same,less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid,shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Truster in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written RVPUB\KKR\689194.3 Exhibit A(Page 1 of I)-to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST MTV ASSIGNWfENT OP RENTS TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 3 OF 14 IIIIII IIIIIII III IIIIIIIIII IIIIIIIIIIIIIII IIIIIII II Iill 03 20e0 06 z Gen 18 87 of declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property,which notice Trustee shall cause to be fled for record. Beneficiary also shall deposit with Trustee this Deed,said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default,and notice of sale having been given as then required by law,Trustee,without demand on Trustor,shall sell said property at the time and place fixed by it in said notice of sale,either as a whole or in separate parcels,and in such order as it may determine,at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale,and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold,but without any covenant or warranty,express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Tmstor.Trustee, or Beneficiary as hereinafter defined,may purchase at such sale. After deducting all costs,fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale,Trustee shall apply the proceeds of sale to payment of:all sums expended under the terms hereof,not then repaid,with accrued interest at the amount allowed by law in effect at the date hereof;all other sums then secured hereby;and the remainder,if any,to the person or persons legally entitled thereto. 7) Beneficiary,or any successor in ownership of any indebtedness secured hereby,may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder,which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees,who shall,without conveyance from the Trustee predecessor,succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor,Trustee and Beneficiary hereunder, the book and page where this Deed Is recorded and the name and address of the new Trustee. B) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors,successors and assigns. The term Beneficiary shall mean the owner and holder, including pledges, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter,and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor,Beneficiary or Trustee shall be a party unless brought by Trustee. RVPUBVCKR\689194.3 Exhibit A(Page 1 of I)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT FQGFILAND DDA III II IIII III IIII IIII II III III I IIIIII II IN93/2005-0219028 2200 5{08!S0R PAGE 4 OF 14 DO NOT RECORD REQUEST FOR FULL RECONVEYAN TO , TRUSTEE: The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes,together with all other indebtedness secured by said Deed of Trust,have been fully paid and satisfied; and you are hereby requested and directed,on payment to you of any sums owing to you under the terms of said Deed of Trust,to cancel said note or notes above mentioned,an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms Of said Deed of Trust,all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. (n to J Lf LL LL O w LL w c Cl) O o O 0 I co- w = W 0 RVPUB\KKR\689194.3 Exhibit A(Page I of 1)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 5 OF 14 IIIIII IIIIIII III IIII III IIIIII IIIII III III II 08 200800o 118 88 of 118 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS THIS RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Rider") is executed this day of , 2005, by MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company, herein "Trustor," in favor of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, herein the `Beneficiary,") the same parties to that certain form Deed of Trust With Assignment of Rents, of even date hereto, to which this Rider is attached. This Rider is made a part of and is incorporated into said Deed of Trust. This Rider shall supersede any conflicting term or provision of the form Deed of Trust to which it is attached. Reference is made to the following agreements and documents: (i) Agency Note by and between Trustor and Beneficiary, dated on or about the date set forth above, the repayment of which by Trustor is secured by this Deed of Trust (the "Agency/Developer Promissory Note") and (ii) Disposition and Development Agreement by and between Trustor, and Beneficiary, dated February 18, 2005, providing for Trustor's development of the Property. The parties hereto agree: 1. Pro pert . The estate subject to this Deed of Trust is Trustor's fee estate in the real property legally described in the Deed of Trust (the "Property"). In addition, Trustor grants to beneficiary a security interest in all of Trustor's rights, title, and interest in and to the following: (a) All present and future inventory and equipment, as those terms are defined in the California Commercial Code, and all other present and future personal property of any kind or nature whatsoever, now or hereafter located at, upon or about the Property or used or to be used in connection with or relating or arising with respect to the Property and/or the use thereof or any improvements thereto, including without limitation all present and future furniture, furnishings, fixtures, goods, tools, machinery, plumbing and plumbing material and supplies, concrete, lumber, hardware, electrical wiring and electrical material and supplies, heating and air conditioning material and supplies, roofing material and supplies, window material and supplies, doors, paint, drywall, insulation, cabinets, ceramic material and supplies, flooring, carpeting, appliances, fencing, landscaping and all other materials, supplies and property of every kind and nature. (b) All present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or the use thereof or any improvements thereto, including without limitation: (i) all rights to the payment of money, including escrow proceeds arising out of the sale or RVPUBT,KR\689194.3 Exhibit A(Page 1 of 1)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT IRG14LAND DDA PAGE 6 OF 14 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIII 2005-0219026 03121,120050of 116 0H other disposition of all or any portion of the Property; (ii) all architectural, engineering, design and other plans, specifications and drawings relating to the development of the Property and/or any construction thereon; (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi- governmental authority in comnection with the development, construction, use, occupancy or operation of the Property; (iv) any and all agreements relating to the development, construction, use, occupancy and/or operation of the Property between Trustor and any contractor, subcontractor, project manager or supervisor, architect, engineer, laborer or supplier of materials; (v) all lease, rental or occupancy agreements and payments received thereunder; (vi) all names under which the Property is now or hereafter known and all rights to carry on business under any such names or any variant thereof, (vii) all trademarks relating to the Property and/or the development, construction, use, occupancy or operation thereof, (viii) all goodwill relating to the Property and/or the development, construction, use, occupancy or operation thereof, (ix) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, development, construction, use, occupancy or operation of the Property; (x) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property, (xi) all loan commitments issued to Trustor in connection with any sale or financing of the Property; (xii) all water stock, if any, relating to any Property and all shares of stock or other evidence of ownership of any part of or interest in any Property that is owned by Trustor in common with others; and (xiii) all supplements, modifications and amendments to the foregoing. (c) All fixtures located upon or within the Property or now or hereafter attached to, installed in, or used or intended for use in connection with the Property, including without limitation any and all partitions, generators, screens, awnings, boilers, furnaces, pipes, plumbing, elevators, cleaning, call and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating ventilating, air conditioning and air cooling equipment, and gas and electric machinery and equipment. (d) All present and future accessories, additions, attachments, replacements and substitutions of or to any or all of the foregoing. (e) All cash and noncash proceeds and products of any and all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible property received upon a sale or other disposition of any of the foregoing. RVPUE\KKR\689194 3 Exhibit A(Page 1 of 1)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE II PALM SPRINGS IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 032005-6219028 2 0o5f68:OeA VENTURES/DESERT IRPAGE7OD4 2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations ("Secured Obligations"): (a) Payment to Beneficiary of all indebtedness at any time owing under the terms of the Agency Note; (b) Payment and performance of all obligations of Trustor under this Deed of Trust and the Disposition and Development Agreement. (c) Payment and performance of all future advances and other obligations of Trustor or any other person, firm, or entity with the approval of Trustor, may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and (d) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced. 3. Obligations. The term "obligations" is used herein in its broadest and most comprehensive sense and shall be deemed to include, without limitation, all interest and charges, prepayment charges, late charges and fees at any time accruing or assessed on any of the Secured Obligations. 4. incorporation. All terms of the Agency Note and the Secured Obligations are incorporated herein by this reference. All persons who may have or acquire an interest in the Property shall be deemed to have notice of the terms of all of the foregoing documents. 5. Mortgagee-in-Possession. Neither the assignment of rents set forth in the Deed of Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, be deemed to make Beneficiary a"mortgagee-in-possession" or otherwise liable in any manner-with respect to the Property. ' 6. No Cure. In the event Beneficiary collects and receives any rents under the Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of the default. 7. Opportunity to Cure. Trustor's failure or delay to perform any term or provision of this Deed of Trust constitutes a default under this Deed of Trust; however, Trustor shall not be deemed to be in default if(i) Trustor cures, corrects, or remedies such default within thirty (30) days after receipt of a notice specifying such failure or delay, or (ii) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if Trustor commences to RVPUB\KKR\689194.3 Exhibit A(Page 1 of I)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT MG14LAND DDA i IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIIII II IIII 08 20e9205£08180R PAGE 80F 14 cure, correct, or remedy such failure or delay within thirty (30) days after receipt of a written notice specifying such failure or delay, and diligently prosecutes such cure, correction or remedy to completion. Beneficiary shall give written notice of default to Trustor, specifying the default complained of by Trustor. Copies of any notice of default given to Trustor shall also be delivered to any permitted lender and the limited partner of Trustor, if they have requested in writing to receive such notice. Beneficiary may not institute proceedings against Truster until thirty(30) days after giving such notice or such longer period of time as may be provided herein. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within sixty(60)days after the first notice of default is given. Except as otherwise expressly provided in this Deed of Trust, any failure or delay in giving such notice or in asserting any of its rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive either party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. In the event of any inconsistency in the terms of this Rider and the provisions set forth in the standard deed of trust recorded in the Recorder's Office of the County of Riverside, the terms of this Rider shall control. 8. Possession Upon Default. Subject to Section 7 above, upon the occurrence of a default, and after delivery of notice and the expiration of all applicable cure periods, Beneficiary may, at its option, without any action on its part being required and without in any way waiving such default,take possession of the Property and have,hold, manage, lease and operate the same, on such terms and for such period of time as Beneficiary may deem proper, and may collect and receive all rents and profits, with Rill power to make, from time to time, all alterations, renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply such rents and profits to the payment of(a) the cost of all such alterations, renovations, repairs and replacements, and all costs and expenses incident to taking and retaining possession of the Property, and the management and operation thereof, and keeping the same properly insured; (b) all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment of the Note, and premiums for insurance, with interest on all such items; and (c) the indebtedness secured hereby, together with all costs and attorney's fees, in such order or priority as to any of such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to the contrary notwithstanding. Any amounts received by Truster or its agents in the performance of any acts prohibited by the terms of this assignment, including, but not limited to, any amounts received in connection with any cancellation, modification or amendment of any lease prohibited by the terms of this assignment and any rents and profits received by Truster after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accouited for to Beneficiary and shall not be commingled with other funds of the Trustor. Any person receiving any portion of such trust ftmds shall receive the same in trust for Beneficiary as RVPUB\KKR\699194.3 Exhibit (Page 1 of 1)to DEED OF TRUST ATTACHMENT NO RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE R PALM SPRINGS 20�5-�2 t9Q�L$ VENTURES/DESERT FEGHLAND DDA IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIIII 11 IN 03/211930of I's fi PAGE 90F 14 if such person had actual or constructive notice that such funds were impressed with a trust in accordance therewith. 9. Receiver. In addition to any and all other remedies of Beneficiary set forth under this Deed of Trust or permitted at law or in equity, if a default shall have occurred, Beneficiary, to the extent permitted by law and without regard to the value, adequacy or occupancy of the security for the Agency Note and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Property and to collect all rents and profits and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction by ex parte application and without notice, notice of hearing being hereby expressly waived. The expenses, including receiver's fees, attorneys' fees, costs and agent's compensation, incurred pursuant to the power herein contained shall be secured by this Deed of Trust. 10. Security Agreement. This Deed of Trust also constitutes a Security Agreement with respect to all personal property in which Beneficiary is granted a security interest hereunder, and Beneficiary shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in California (the "California Uniform Commercial Code") as well as all other rights and remedies available at law or in equity. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Truster, to execute, deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Beneficiary may request or require in order to impose, perfect or continue the perfection of, the lien or security interest created hereby. Truster and Beneficiary agree that the filing of a financing statement in the record normally having to do with personal property shall never be construed as in any way derogating from or impairing the lien of this Deed of Trust and the intention of Truster and Beneficiary that everything used in connection with the operation or occupancy of the Property is and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property or goods which are or are to become fixtures, irrespective of whether (i) any such item is physically attached to the buildings and improvements on the Property; (ii) serial numbers are used for the better identification of certain equipment items capable of being filed by the Beneficiary; or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. . Such mention in the financing statements is declared to be for the protection of the Beneficiary in the event any court or judge shall at any time hold that notice of Beneficiary's priority of interest must be filed in the California Commercial Code records to be effective against a particular class of persons, including, but not limited to, the federal government and any subdivision or entity of the federal government. Trustor covenants and agrees to reimburse Beneficiary for any costs incurred in filing such financing statement and any continuation statements. Upon the occurrence of default hereunder, and after delivery of notice and the expiration of all applicable cure periods, Beneficiary shall have the right to cause any of the Property which is personal property and subject to the security interest of Beneficiary hereunder to be sold at any one or more public or private sales as permitted by applicable law, and Beneficiary shall further RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OP RENTS TO MOUNTAIN GATE It PALM SPRINGS VENTURES/DESERT HIGHLAND DDA 2005 0219028 PACE 10 of 14 IIIIII IIIIIIII IIIIIIIIIIIIIIIII III IIII IIII IN esrav94 ofOS z118 have all other rights and remedies, whether at law, in equity, or by statute, as are available to secured creditors under applicable law, specifically including without limitation the right to proceed as to both the real property and the personal property contained within the Property as permitted by Uniform Commercial Code Section 9501(4), including conducting a unified sale thereof. Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee. Any person, including both Trustee and Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition. This Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the California Uniform Commercial Code, as amended or recodified from time to time. 11. Notices, Demands, and Communications. Formal notices, demands, and communications between Trustor and Beneficiary shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: Beneficiary: Community Redevelopment Agency of the City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Executive Director Copy to: Aleshire & Wynder, LLP 18881 Von Karman Avenue, Suite 400 Irvine, CA 92612 Attn: David J. Aleshire, Esq. Trustor: Mountain Gate II Palm Springs Ventures, LLC 1535 South D Street, Suite 200 San Bernardino, CA, 92408 Attn: John W. Pavelak Copy to: Best Best&Krieger LLP 3750 University Avenue Suite 400 P.O. Box 1028 Riverside, CA 92502-1028 Attn: Kevin K. Randolph, Esq. RVPUBUCKR\689194.3 Exhibit A(Page I of I)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO PEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT 1UGHLAND DDA IIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIII IIIII IIII 0019 0o5f082080R PAGE 1 I Or 14 08 21 Additional Copy to: Paul, Hastings, Janofsky&Walker LLP 515 South Flower Street 251h Floor Los Angeles, CA 90071-2228 Attn: Robert M. Keane, Jr., Esq. Additional Copy to: TVP Assets, Inc. 5023 North Parkway Calabassas, CA, 91302 Attn: Roger Taylor Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 12. Casualty, Condemnation, Etc. In the event of any fire or other casualty to the Project or eminent domain proceedings resulting in condemnation of the Project or any part thereof, Borrower shall have the right to rebuild the Project, and to use all available insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the Loan in balance and rebuild the Project in a manner that provides adequate security to Holder for repayment of the Loan or if such proceeds are insufficient then Borrower shall have funded any deficiency, (b) Holder shall have the right to approve plans and specifications for any major rebuilding and the right to approve (i) the construction budget, (ii) plans and specifications for any major rebuilding, including any change orders, and (iii) disbursements under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan Documents. If the casualty or condemnation affects only part of the Project and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Loan in a manner that provides adequate security to Holder for repayment of the remaining balance of the Loan. [SIGNATURES To FOLLOW] RVPUB\KKR\689194.3 Exhibit A(Pace I of 1)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA IIII II III III IIIII III I IIIII III II III III III 03 21 96 a£08� PAGE 12 OF 14 80R IN WITNESS WHEREOF, Trustor has executed this Rider on the date of Trustor's acknowledgment herembelow, to be effective for all purposes as of the day and year first set forth above. TRUSTOR: MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC, a Delaware limited liability company By: Troxler Residential Ventures XX, LLC, a Delaware limited liability company, its Managing Member By: Troxler Ventures Partners, Inc., a California corporation, its Operating Member Dated: _ By: Bryan P. Troxler President RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to DEED OF TRUST ATTACHM$NTNO 9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS IIII III II IIII IIIII II III I II III I I II 010 2 09 08 C 00R VENTURES DESERT GE A13 DDA 092 OF 14 97 of 118 EXHIBIT "A" TO LEGAL DESCRIPTION Real property located in the City of Pahn Springs, County of Riverside, State of California legally described as: [TO BE INSERTED] RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to DEED OF TRUST ATTACHMENT NO.9 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA III III III III III IIIII IIIII III I I I I II 2010 2 09 08?90R PAGE 14 of I4 08 98 0£ 110 ATTACHMENT NO. 10 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT AGENCY/PURCHASER PROMISSORY NOTE (Home Purchase Loan) $ Palm Springs, California , 20 Property Address: Palm Springs, California 91706 FOR VALUE RECEIVED, the undersigned, ("Borrower"), promise to pay to the Community Redevelopment Agency of the City of Palm Springs, a public body, corporate and politic ("Agency"), Dollars (`dote Amount") at 5050 North Palm Springs Avenue, California, 91706, or such other place as Agency may designate from time to time, in lawful money of the United States of America. This Note is secured by a Deed of Trust ("Agency Deed of Trust'). Loan Agreement. This Promissory Note is made and delivered pursuant to and in implementation of the Regulatory Agreement and Declaration of Covenants and Restrictions entered into by and between Agency and Borrower dated (the "Affordable Housing Agreement'), a copy of which is on file as a public record with Agency and is incorporated herein by reference. Borrower acknowledges that but for the execution of this Promissory Note, Agency would not have entered into the Affordable Housing Agreement or made the loan contemplated therein. All capitalized terms which are not defined herein shall have the meaning given in the Affordable Housing Agreement. Interest Rate. The Note Amount shall bear simple interest at the rate of three percent (3%)per annum. Time of Payment. Repayment of the Note Amount shall be made upon the expiration of the Affordability Period set forth in the Affordable Housing Agreement, unless and except upon the occurrence of an Event of Acceleration as described in Section 7 of the Affordable Housing Agreement. Note Repayment Amount. The entire Agency Loan shall be due and payable at the end of the Affordability Period, or upon the occurrence of an Event of Acceleration pursuant to Section 7 of the Affordable Housing Agreement, whichever is earlier. Borrower shall pay to RVPUB\KKR\689194.3 ATTACHMENT NO. 10 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA (IIII IIIIII(IIII IIII IIIIIIII(IIII III II IIIII 2005-0219028 PAGE 1 OF 03 21/200 C£06z 9R Agency the entire Note Amount, plus simple interest for the entire Note Amount at the rate of [three percent (3%)] per annum commencing on the Note Date. If the Agency Loan becomes due because of an Event of Acceleration, then in addition to the principal and interest due to Agency, and regardless of when the Event of Acceleration occurs, Borrower shall pay to Agency an early termination charge equal to ten percent (10%) of the entire Note Amount. Security For Note. This Promissory Note shall be secured by the Agency Deed of Trust, executed by Borrower, as Trustor, in favor of Agency, as Trustee. Joint And Several. The undersigned, if more than one, shall be jointly and severally liable hereunder. Attorneys' Fees And Costs. If any default is made hereunder, Borrower shall pay reasonable attorney fees, costs, and expenses incurred by Agency in connection with any such default or any other action or other proceeding brought to enforce any of the provisions of this Promissory Note. Borrower Assignment. In no event shall Borrower assign or transfer any portion of this Promissory Note without the prior express written consent of Agency, which consent shall be given by Agency only in the event that Agency determines that the assignee or transferee is an Eligible Person or Family, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Promissory Note and the Affordable Housing Agreement by execution of a written assignment document to be provided by the Agency. This section shall not affect or diminish Agency's right to assign all or any portion of its rights to the proceeds of this Note hereunder. Time. Time is of the essence herein. Amendments. This Promissory Note may not be modified or amended except by an instrument in writing expressing such intention executed by the parties sought to be bound thereby, which writing must be firmly attached to this Promissory Note so as to become a permanent part thereof. Severability. The covenants of this Promissory Note are severable. Invalidation of any covenant or any part thereof by law,judgment, or court order shall not affect any other covenant. Borrower's Waivers. Borrower waives any rights to require the Agency to (a) demand payment of amounts due (known as "presentment"); (b) give notice that amounts due have not been paid (known as "notice of dishonor"); and (c) obtain an official certification of nonpayment (known as a"protest"). Notices. Any notice that must be given to Borrower under this Promissory Note will be given by delivering it or by mailing it by certified mail addressed to Borrower at the Property Address above or such other address as Borrower shall direct from time to time in writing. Any notice that must be given to the Agency under this Promissory Note will be given by mailing it RVI'LIMM689194.3 ATTACHMENT NO.10 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA IIIII Iilllll IIIIIIII IIIIIIiiilll IIIII III IIIII IIII IIII 0 1 03 21,1200508? PAGE 2OF3 0@8R certified mail to the Agency at the address stated in the preamble to this Promissory Note or such other address as Agency may direct from time to time in writing. Successors. The covenants and agreements contained in this Promissory Note shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Borrower and Agency. Waiver. No delay or omission by Agency in exercising any right or power accruing upon the compliance or failure of performance by Borrower hereto under the provisions of this Note shall impair any such right or power or be construed to be a waiver thereof. A waiver by Agency of a breach, Event of Acceleration, or any other of any failure of performance by Borrower of any of the covenants, conditions or agreements hereof to be performed by Borrower shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements,restrictions or conditions hereof IN WITNESS WHEREOF, Borrower has executed this Promissory Note. "BORROWER" DATED: BY: PRINTED NAME: DATED: BY: PRINTED NAME: RVPUB\KKR\689194.3 ATTACHMENT NO. 10 TO MOUNTAN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA i III II II III III IIII III IIIIII IIIII II IIIII IIII IIII @ 2 1 f 116 PAGE 3 of 3 03 2 ATTACHMENT NO. 11 TO MOUNTAIN GATE II PALM SPRINGS VENTURES,LLC DISPOSITION AND DEVELOPMENT AGREEMENT AGENCY PURCHASER DEED OF TRUST WITH ASSIGNMENT OF RENTS (Single-Family Residence) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Community Redevelopment Agency of the City of Palm Springs 5050 North Palm Springs Avenue Pahn Springs,California 91706 Attention: Executive Director Exempt from payment of recording fees pursuant to Government Code§6103. THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Deed of Trust") is made as of the_day of 20_, by and between , ("Trustor"), whose address is Palm Springs, California 91706, ("Trustee"), whose address is California , and the Community Redevelopment Agency of the City of Palm Springs, a public body corporate and politic ("Beneficiary"), whose address is 5050 North Palm Springs Avenue, Palm Springs, California 91706. WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Palm Springs, County of Riverside, State of California, described as set forth on Exhibit"A"attached hereto and hereby incorporated herein by reference (the "Property') together with rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of Dollars ($ ), with interest thereon according to the terms of a promissory note or notes of even date herewith made to Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2)the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his or her successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. THIS DEED OF TRUST IS HEREBY MODIFIED/SUPPLEMENTED BY THE TERMS OF THAT CERTAIN RIDER TO DEED OF TRUST WHICH IS ATTACHED TO THIS DEED OF TRUST AND HEREBY INCORPORATED BY REFERENCE. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision a, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to \AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO. 11 TO MOUNTAIN GATE It PALM SPRINGS VENTUREs/DESERT HIGHLAND DDA PAGE 1 OF 13 (IIIII IIIIIII III III I IIIII IIIIIII IIIII III IIIII IIIIIII 03/0/2005of' i f ts County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Siena 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Stekiyou 506 762 Amador 133 438 Lassen 192 357 Rmerade 3778 347 Solano 1267 621 Butte 1330 513 Los Angeles T-3578 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 33B Madera oil 136 San Benito 300 405 Stt islaus 1970 56 Cola. 323 391 Mann 1549 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Manposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Node 101 549 Mendocino 667 99 San Joaquin 2655 2B3 Trolly 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Made. 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Vellum 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 SIN Yet. 769 16 Imperial 1159 701 Napa 704 742 Santa Cmz 1638 607 Yuba 390 693 try. 165 672 Nevada 363 94 Shasta 800 633 Kam 3766 690 Orange 7182 15 San Diego SERIES Book 1964.Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. said agreements, terms and provisions contained in said subdivision A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. Signature of Trustor By: Printed Name By: Printed Name RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO.I TO MOUNTAIN GATE tI PALM SPRINGS VENTURES/DESERT HIGHLAND DDA 2005-0219028 PAGE 2 OF 13 IIIIIII IIIIIII IIIIIIII IIIII IIIIIIIIIIIIII IIIII IIII IIII R 0312 1 103 of 118 STATE OF CALIFORNIA ) SS. COUNTY OF ) On 2005 before me, Notary Public, personally appeared personally known to me 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. WITNESS my hand and official seal. Notary RVPUB\KKR\689194.3 Exhibit A(Page I of 1)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO. I 1 To MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 3 OF 13 IIIIIIIIIIIIIIIIIII IIIIIIIIIIII IIIII III IIIII IIII IIII 082©0 4of118F STATE OF CALIFORNIA ) SS. COUNTY OF ) On 2005 before me, Notary Public, personally appeared personally known to me 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. WITNESS my hand and official seal. Notary RVPUBUQCR\689194.3 Exhibit (Page I of 1)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO.11 To MGIINTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 4 OF 13 IIIIIIIIIIIII IIII IIIIII II II II III II 63 2��20 So08?08R DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust,Trustor agrees: 1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon;not to commit or permit waste thereof; not to commit,suffer or permit any act upon said property in violation of law;to cultivate, irrigate,fertilize,fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear,and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock;when due,all encumbrances,charges and liens,with interest, on said property or any part thereof,which appear to be prior or superior hereto;all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto;and,in exercising any such powers,pay necessary expenses,employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee,with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: 1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as'the person or persons legally entitled thereto." 5) That as additional security,Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured,enter upon and take possession of said property or any part thereof,in his own name sue for or otherwise collect such rents, issues,and profits,including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and RVPUB\KKR\689194.3 Exhibit A(Pace 1 of 1)to AGENCY PURCHASER DEED OP TRUST ATTACHMENT NO. 11 TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA IIIII IIII II IIIII I IIIII IIIII IIII II I III II 12 PAGE 5 OF 13 03 RV20 508 00H 106 o£ 118 taking possession of said property,the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property,which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed,said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law,Trustee,without demand on Trustor,shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate Parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale Of all or any portion of said property by public announcement at such time and place of sale,and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,including Trustor,Trustee,or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale,Trustee shall apply the proceeds of sale to payment of:all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby;and the remainder,if any,to the person or persons legally entitled thereto. 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto,their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed,whenever the context so requires,the masculine gender includes the feminine and/or neuter,and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed,duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a parry unless brought by Trustee. RVPUBTKR\689194.3 Exhibit A(Page 1 of 1)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO. 11 TO MOUNTAIN GATE II PALM SPRINGS V ENTUREs/DESERT HIGHLAND DDA I PAGE 6 OF 13 III I II II I II III I III I II II III II I III 03/80 009 110800 0f 1 1 DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO , TRUSTEE: The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes,together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied;and you are hereby requested and directed,on payment to you of any sums owing to you under the terms of said Deed of Trust,to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together,with the said Deed of Trust,and to reconvey,without warranty,to the parties designated by the terms of said Deed of Trust,all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to AGENCY PURCHASER DEED OP TRUST ATTACHMENT NO. 11. TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA PAGE 7 OF 13 II I II I II II III I III I III IIIII III III I II 03 22 -0219028 �S�I089 11WR 108 0f 118 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS (Home Purchase Loan) THIS RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Rider") is attached to and incorporated by reference to that certain Deed of Trust With Assignment of Rents, executed by , as "Trustor," naming , as "Trustee," in favor of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, as "Beneficiary." The Deed of Trust, as hereby modified/supplemented by this Rider, is hereinafter referred to as the"Deed of Trust." The following documents are incorporated herein by reference: a. The Regulatory Agreement and Declaration of Covenants Running With Land by and between Trustor as "Owner" and Beneficiary as "Agency" dated on or about , 200_ (the "Affordable Housing Agreement"), which sets forth terms and conditions for Beneficiary's loan of the Loan (as defined below)to Trustor. All terms which are not defined in this Deed of Trust shall have the meaning given in the Affordable Housing Agreement. b. The Agency Promissory Note ("Note"), dated on or about with Trustor as `Borrower" and Beneficiary as "Agency" or "Lender," in the principal amount of Dollars ($ ) ("Loan" or"Note Amount"), for which this Deed of Trust is security. The parties hereto agree: 1. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations: a. Payment to Beneficiary of the Loan and all indebtedness at any time owing under the terms of the Note; b. Payment and performance of all obligations of Trustor under this Deed of Trust; C. Payment and performance of all obligations of Trustor under the Affordable Housing Agreement; d. Payment and performance of all fixture advances and other obligations of Trustor or any other person, firm, or entity with the approval of Trustor, may agree to pay and/or perform (whether as principal, surety or RVPUBVC%R\689194.3 Exhibit A(Page I of I)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO l t TO MOUNTAIN GATE II PALM SPRINGS VENTURES/DESERT HIGHLAND DDA IIIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIII IIIIIII 002005 08?0R 109 8 D PAGE 8 OF 13 03112 guarantor) for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and C. All modifications, extensions and renewals of any of the obligations secured hereby,however evidenced. 2. No Renting or Leasing. Trustor acknowledges and agrees that Truster shall occupy the Property as Trustor's principal residence in accordance with the Affordable Housing Agreement and shall not rent or lease the Property. Nothing in the Deed of Trust including the assignment of rents shall be interpreted or construed to permit the Trustor to rent or lease the Property. 3. Mortgagee-in-Possession. Neither the assignment of rents set forth in the Deed of Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a"mortgagee-in-possession"or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise liable in any manner with respect to the Property. 4. No Cure. In the event Beneficiary collects and receives any rents under the Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of the default. 5. Beneficiary Option to Purchase. NOTICE IS HEREBY GIVEN THAT TRUSTOR HAS GRANTED TO BENEFICIARY AN OPTION TO PURCHASE THE PROPERTY, THE TERMS OF WHICH ARE SET FORTH IN THE AFFORDABLE HOUSING AGREEMENT. 6. Waiver. No delay or omission by Beneficiary in exercising any right or power accruing upon the compliance or failure of performance by Trustor hereto under the provisions of this Deed of Trust shall impair any such right or power or be construed to be a waiver thereof. A waiver by Beneficiary of a breach of, Event of Acceleration, or any other of any failure of performance by Trustor of any of the covenants, conditions or agreements hereof to be performed by Trustor shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. RVPUB\KKR\699194 3 Exhibit A(Page 1 of 1)to AGENCY PURCHASER DEED GF TRUST ATTACHMENT NO.11 TO MouNTAM GATE 11 PALM SPRMGS VENTURES/DESERT HIGHLAND DDA IIIIIIIIIIIIIIII IIIIIIIIIIII 11111111111111111 III 03 2�1,'2005OSTL40A PAGE 90F13 IN WITNESS WHEREOF, Trustor has executed this Rider as of the date set forth in the Deed of Trust's acknowledgment hereinbelow, to be effective for all purposes as of the day and year first set forth above. SIGNATURE OF TRUSTOR: By: Printed Name: By: Printed Name: RVPUB\KKR\689194.3 Exhibit A(Page 1 of 1)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO. 11 TO MOUNTAIN GATE 11 PALM SPRINGS (IIII II IIII III II II III II II IIII II IIII III II 03 2HIGHLAND DA 01,12095 08?00R VENTURES DESERT PAGE 0 OFD 3 111 of 118 *STATE OF CALIFORNIA ) ss. COUNTY OF ) On _ , 2005 before me, Notary Public,personally appeared personally known to me 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. WITNESS my hand and official seal. Notary RVPUB\KKR\689194.3 Exhibit A(fie 1 of 11 to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO.11 To MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA IIIIII IIIIIII III IIIII IIIII II IIII IIIII III Illiil II IIII 03 22005-0219028 1/i 095 68:0$R PAGE 11 OF 13 STATE OF CALIFORNIA ) ss. COUNTY OF ) On 2005 before me, Notary Public, personally appeared personally known to me to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary RVPUBQCKR\689194.3 Exhibit A(Page 1 of 1)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO. 11 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA 2005 0219028 PAGE 12 OF 13 III I IIIIIII II III IIIIII I III II IIII II III 03J21/1135oe 118R EXHIBIT "A" TO LEGAL DESCRIPTION OF PROPERTY All that certain property located in the State of California, County of Riverside, City of Palm Springs, described as follows: [TO BE INSERTED] RVPUBUCICR\689194.3 Exhibit A(Page I of 1)to AGENCY PURCHASER DEED OF TRUST ATTACHMENT NO. 11 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA IIIIIII IIIIIII III IIIII IIIII IIIIIII IIIII III IIIIII IIIIIII 03/21/104 S 08 o£$i I9 PAGE 13 OF 13 2805 0819028 ATTACHMENT NO. 12 TO MOUNTAIN GATE II PALM SPRINGS VENTURES, LLC DISPOSITION AND DEVELOPMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Community Redevelopment Agency of the City of Palm Springs 5050 North Pahn Springs Avenue Palm Springs, California 91706 Attention: Executive Director Exempt from payment of a recording fee pursuant to Government Code§ 6103. Request For Notice Under Section 2924b Civil Code In accordance with California Civil Code Section 2924b, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deed of Trust recorded as Instrument No. on 200 , in Book , Page Official Records of Riverside County, California, and affecting the property described in Exhibit "A", executed by , as Trustor, in which Community Redevelopment Agency of the City of Palm Springs is named as Beneficiary, and , as Trustee, be mailed to: Community Redevelopment Agency of the City of Palm Springs 5050 North Palm Springs Avenue Pahn Springs, CA 91706 Attention: Housing Department NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE WILL BE SENT ONLY TO THE ADDRESS CONTAINED IN THIS RECORDED REQUEST. IF YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED. IIII III IIII I I II II IIII II III III 03 20�1115 03?00R 115 of 118 ATTACHMENT NO. 12 TO MOUNTAIN GATE 11 PALM SPRINGS VENTUREs/DESERT HIGHLAND DDA RVPUBUCKR\689194.3 PAGE 1 OF 4 STATE OF CALIFORNIA ) ss. COUNTY OF ) On 2005 before me, Notary Public,personally appeared personally known to me 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. WITNESS my hand and official seal. Notary III IIII I III III I I I II II II II II I II 93 200 2 05 08?00R 116 of 118 ATTACHMENT NO. I TO MOUNTAIN GATE 11 PALM SPRING3 VENTURES/DESERT HIGHLAND DDA RVPUBV=\689194.3 PAGE 2 of 4 STATE OF CALIFORNIA ) ss. COUNTY OF_ ) On 2005 before me, Notary Public,personally appeared personally known to me 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. WITNESS my hand and official seal. Notary III III II II I III I I III II III II I II 03 20�J 8 00R 117 o1, £ 118 ATTACHMENT NO. 17 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA RVPUB\KKR\689194.3 PAGE 3 of 4 EXHIBIT "A" TO LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Palm Springs, County of Riverside, State of California described as follows: [to be inserted] 1" 251219028 I IIIIIII IIIIIII(IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII esre0p 05H Exhibit a 118 of' 118 REoUEST FOR NOTICE ATTACHMENT NO. 11 TO MOUNTAIN GATE 11 PALM SPRINGS VENTURES/DESERT HIGHLAND DDA RVPUBT,KR\689194. 3287745 PAGE 4OF 4 RDA DDA HOUSE PLANS I represent the Palm Springs Redevelopment Agency. Century Vintage Homes is proposing to construct the following homes on the Desert Highlands RDA lots: Lot# Plan Type Address 50 102A 3709 EL DORADO BLVD. 94 102A 390 W. AVENIDA CERCA 95 102BRev 401 W. BON AIR DRIVE 96 102ARev 389 W. BON AIR DRIVE 117 102B 375 W. PALM VISTA DRIVE I approve hereby approve the plans pursuant to the DDA. Signature Jd 4-Aj 411-to,uf) Printed Name /liar 2 a/ ?-ooS Date ACCOUNTING JOB# BUS UNIT (UNIT! I PLAN INIOFF TRACT# XXXX90D0 LOT# TYPE ADDRESS 50 102A 3709 EL DORADO BLVD. CENTURY VINTAGE HOMES 94 102A 390 W.AVENIDA CERCA DESERT HIGHLAND ESTATES PALM SPRINGS,CA 95 102BRev 401 W.BON AIR DRIVE 96 102ARev 389 W.BON AIR DRIVE TRACT# 117 1023 375 W. PALM VISTA DRIVE PHASE: 1 5 UNITS REV 2/26/2005 ORIG DATE:1114/04 2128105 RECEIVED ELEVATIONS FROM TONY&REMOVE LOT#63 AND ADD LOT#117 PER JERRY H.-CW VENTANA PLAN 102 1400 SF A 3 B 2 5 MK G / P J DEV C ST P H � � 7 _��5 07 v SALES FINANCE ACCT AD� O� LEGEND: '17 "REV"=REVERSE FROM ARCHITECT PLAN "-3"=3 CAR GARAGE NOTE:SWIMMING POOLS ARE PRE-PLOTTED FOR LOGISTICS ONLY PAIN VISTA w 11�`II 117 COROZAN AVENUE _ I 80N AIR DRIVE d y ® ® 1 91 95 76 3 s I AVENIDA CERCA N � r 7 ® ® ® ® c) Is ® ® c I® all , 50 1A 7