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0376C - VISTA CHINO SENIOR HOUSING - DDACOOPERATIVE SERVICES
Arthur J. Gallagher Risk Management JerVICeS, Lw 22930 Nine Mile Rd Saint Clair Shores MI 48080 MDG2024 00010128 01 52 City of Palm Springs Office of the City Clerk 3200 Tahquitz Canyon Way Palm Springs, CA 92262 RECEIVED SEP 19 2024 OFFICE OF THE CITY CLERK We are providing you with a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher' by receiving digital copies of certificates via e-mail in the future. Or, do you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information for processing: 1. Confirmation that a certificate of insurance is no longer required; or 2. E-mail address to send future certificates of insurance in lieu of U.S. Mail delivery 3. Insured Code: CSISUPP-01 4. This Certificate Number: 253732004 To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. Gallagher does not share your e-mail as detailed in our privacy policy found at https:// www.ajg.com/us/privacy-policy/. ACORV CERTIFICATE OF LIABILITY INSURANCE DATE MuoonYm 11`� 9/11/2024 THIS CERTIFICATE IS ISSUED 'ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF.INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED.provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an•endorsement A statementon this certificate does not confer rights to the certificate Bolder in lieu.of such endorsement(s). PRODUCER CONTACT .Arthur J.; Gallagher Risk ManagemehtServices,;LCC PHONE FAX 22930 Nine Mile Rd o • 586-774-5300 a No:586-778-2814 ADDRESS: Saint Clair Shores MI 48080 INSURERS AFFORDING COVERAGE NAIC4 INSURER A: Columbia Casualty Company 31127 Lice a #BR-724491 INSURED - CSISUPP-01 INSURERS: American Casualty Company of Reading, PA 20427 Vista Chino Senior Housing Corp do CSI Support & Development INSURER c: Underwriters at LID d's London 15792 INSURER D: Underwriters at Lloyd's, London 32727 8425 East Twelve Mile Road Suite 100 INSURER E: StarStone Specialty 'Insurance Company 44776 Warren MI 48093 INSURER F: Great American Insurance Company of NY 22136 COVERAGES CERTIFICATE NUMBER: 253732004 REVISION NUMBER: -THIS IS TO CERTIFY' THAT THE POUCIES OF INSURANCE LISTED -BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS. SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSq LTR I TYPE OFINSURANCE A POLICYNUMBER MM/DPOLIUNYYY MMI�O/YWP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PLC7092543027 9/1/2024 9/1/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR PREMISES .Eacccu me $300,000 MEDEXP(Anycneperson) $15,000 PERSONAL &ADV INJURY $1,000.000 GEN'L AGGREGATE UMIT APPUES PER: GENERAL AGGREGATE $5,000.000 POLICY E]JEC FX—]LOC PRODUCTS-COMP/OP AGO $2,000.000 Ded: Indemni Only $25,000 OTHER: B AUTOMOBILE LIABILITY Y 'Y 7092643044 911/2024 9/112025 COMBINED SINGLE LIMIT Be accident) $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS ' BODILY INJURY (Per ecdtlenri S X PROPERTY DAMAGE Per accident) $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ E A F X UMBRELLA LIAO EXCESSLIAB X OCCUR 'CLAIMS -MADE Y Y HLCO0156112P-04 UMB7092543030 XS F236458 91112024 9/1/2024 9/1/2024 911/2025 9/112025 9/1/2025 EACHOCCURRENCE $10.000,000 AGGREGATE $10.000,000 DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'. LIABILITY YIN ANYPROPRETOH/PARTNEREXECUnVE - - - PER -OTM' STATUTE ER ELEACHACCIDENT $ OFFICERIMEMBEREXCLUDEDi NIA E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) II es, describe under DESCRIPTION OFOPERATIONS below E.L. DISEASE -POLICY LIMIT $ C Eacess Terrorism FC0399423 911/2024 9/1/2025 Limit 10.000.000 D_ tiUcusBtlerlc�.&.B_ ,_ Standalone Termdsm - -- B1262FC0386423 _ _ _ _911/2024__ 9/112025_ Unit Uml'"" 50,0,000 DESCRIPTION OF OPERyyATIONS/ LOCATIONSc/yer.HVEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mare space Is required) Columbia Insurance CompanW - Great Am Starstonenpcitit-VolcyNumber. Policy XS F2 6456$5M x$5M 3M x$2MM 30 Day notice of cancellation / 10 days for non-payment Re: Vista Chino Senior Housing Corp/Vista Del Monte Co-Op/Palm Springs 11, 1207 E Vista Chino Rd, Palm Springs, CA 92262 The City of Palm Springs is Additional Insured with respect to General Liability as their interests may appear with respects to the location listed. - CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cityy Of Palm Springs OffiCIS City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. of the 3200 Tahquitz Canyon Way Palm Springs CA 92262 USA AUTHORIZEDREPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD-25 (2016/03) The ACORD name and logo are registered marks of ACORD Arthur J. Uallagher Risk Management Services, LLC 22930 Nine Mile Rd Saint Clair Shores MI 48080 MDG2024 00001353 01 plug..,Lulhlllld��hlgglhlll�Ihhlltl,ut,l,pmght „r City of Palm Springs Office of the City Clerk 3200 Tahquitz Canyon Way Palm Springs, CA 92262 RECEIVED SEP 2 3 2024 OFFICE OF THE CITY CLERK We are providing you with a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information for processing: 1. Confirmation that a certificate of insurance is no longer required; or 2. E-mail address to send future certificates of insurance in lieu of U.S. Mail delivery 3. Insured Code: CSISUPP-01 4. This Certificate Number: 1456747294 To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. Gallagher does not share your e-mail as detailed in our privacy policy found at https:// www.ajg.com/us/privacy-policy/. l , ® A� D CERTIFICATE OF LIABILITY INSURANCE , DATE (MM/DIINYYY) 9n3/2024 THIS .CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION, ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER: THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS'CERTIFICATE'OF INSURANCE. DOES NOT.CONSTITUTE A CONTRACT BETWEEN. THE. ISSUING INSURER(S); AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate-holderis an ADDITIONAL INSURED; the policy(tes) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION.IS WAIVED; sObject toythe terms and conditions of the policy, certain. policies may require an endorsement. A statement an this certificate does not confer'41TISA01tie certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, LLC 22930 Nine Mile Rd - Saint Clair Shores MI 48080 -CONTACT NAME: PHONE FAX • 586-774-5300 fAIC, No, 586-778-2814 ADDRESS: INSURERS AFFORDING COVERAGE NAICa INSURER A; Columbia. Casualty Company 31127 I-loemself,R-7 24491 INSURED CSISUPP-01 Vista Chino Senior Housing Corp c/o CSI Support & Development 8425 East Twelve Mile Road INSURER a: American Casualty Company of Reading, PA 20427 INSURER C: Underwriters at Lloyd's London 15792 INSURER D: Underwriters at Lloyd's, London 32727 .INSURER E: StarStoneSpecialty Insurance Company 44776 Suite 100 Warren MI 48093 INSURERF:.. Great American -Insurance Com an of NY 22136 COVERAGES CERTIFICATE NUMBER: 1456747294 REVISION NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED. TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERMOR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE,MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED•HEREIN'IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. OMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I" TYPE OF INSURANCE AO L fMqDIMDI SUBFI POLICYNUMBER POLICYEFF WDD/YYYY) POLICYEXP flMM/DDMYYI LIMITS A X COMMERCIALGENERALUABILTY Y Y PLC7092543027 9/1/2024 911/2025 EACHOCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR PREMISES Ea occurrence $100,000 MED EXP jAny one person) $5,000 ' .PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE OMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 POLICY ff] JECTFill a LOC PRODUCTS'-COMP/OP AGG $2,000,000 Ded: Indemnity Only - $25,000 OTHER:. B AUTOMOBILE LIABILITY Y Y 7092543044 9/V2024 9/1/2025 Ma accident) SINGLE LIMIT Ee $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO AUTOS ONLY AUTOSOLEG '- BODILY INJURY (Per sodden* $ PROPERTYDAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ E A F X UMBRELLAUAB EXCESS LIAR X OCCUR CLAIMS -MADE Y Y HLCO0156112P-O4 UMB7092543030 XS F236458 9/1/2024 9/1/2024 9/1/2024 9/1/2025 9/1/2025 9/1/2025 EACH OCCURRENCE $101000.000 AGGREGATE $10.000,000 " X I DED I I RETENTION$ ri nan $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YJW ANYPROPRIETOR/PARTNERIEXECUTIVE ❑ OFFICEPJMEMBEREXCLUDED7 N/A PESTATUTE ERH E.L EACH ACCIDENT $ (Mandatory In NH) E.LDISEASE-EAEMPLOYEE $ firs , describe under DCPIPTIONOFOPERATIONSbelow E.L. DISEASE -POLICY LIMIT $ _lEacess Terrorism— --- FC0399423 - 9/172024 9/V2025- - omit - 10,000,000 D Melidous Attack-A&B Standalone Terrorism B1262FC0386423 9/1/2024 9/1/2025 Omit Omit 500,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more apace is required) ' Columbia pINumber: r32M: tInsurance atyPlxMX$2MGreaAm �Foly XS F26458$5M $5M 30 Day notice of cancellation/ 10 days for non-payment Re: Vista Chino' Senior Housing Corp/Vista Del Monte Co-Op/Palm Springs 11; 1207 E Vista Chino Rd, Palm Springs, CA 92262The City of Palm Springs is Additional Insured with respect to General Liability as their interests may appearwith respects to the location listed. CERTIFICATE. HOLDER CANCELLATION - - ` SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE - THE ,EXPIRATION .DATE THEREOF, NOTICE WILL BE DELIVERED IN City ' Of Palm Springs. - Office of the City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. - • 3200Tahqu tz Canyon Way - Palm Springs CA 92262 'USA AUTHORIZED REPRESENTATIVE 01988-2015 ACORD CORPORATION. Alf rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Arthur J. Gallagher Risk Management Services, LLC 22930 Nine Mile Rd Saint Clair Shores MI 48080 MDG2024 00DO3687 01 ud^d�u�minrP��Ihlh�rrdllhllluq•�u�rlhhhlP City of Palm Springs Office of the City Clerk 3200 Tahquitz Canyon Way Palm Springs, CA 92262 RECEIVED SEP 16 2024 OFFICE OF THE CITY CLERK We are providing you with a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information for processing: 1. Confirmation that a certificate of insurance is no longer required; or 2. E-mail address to send future certificates of insurance in lieu of U.S. Mail delivery 3. Insured Code: CSISUPP-01 4. This Certificate Number: 107084303 To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. Gallagher does not share your e-mail as detailed in our privacy policy found at https:// www.aig.com/us/privacy-policy/. ACC o® EVIDENCE OF COMMERCIAL PROPERTY INSURANCE F DAT9/8/ 02,4YYY, THIS EVIDENCE OF COMMERCIALPROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER NAME, PHONE CONTAOTPERSONANDADDRESS •586-774-5300 COMPANY NAME AND ADDRESS NAIC NO: 20261 Arthur J. Gallagher RIsk-Mariagement Services, LLC Federal Insurance Company - 22930 Nine Mile Road 15 Mountain View Road Saint Clair Shores, MI 48080 - Warren, NJ 07059 e IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH FAX NC No :586-778-2814 FMAIL ADDRESS- _ 'CODE: SUB CODE: POLICY TYPE Property AGENCY a CUSTOMER IDNAMED INSURED AND ADDRESS LOANNUMBER POLICYNUMSER Vista Chino Senior Housing Corp clo CSI Support & Development 36086918 EFFECNVEDATE EXPIRATIONDATE 8425 East Twelve Mile Road Suite 100 CONTINUED UNTIL Waff-en MI48 3 09/01/2024 09101/2025 0 TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(5) - - THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION ACORD 101 may be attached if mores ace is required) W BUILDING OR ® BUSINESS PERSONAL PROPERTY LOCATION / OESCflIPTION THE POLICIES OF INSURANCE LISTEWBELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT; TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN' IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. nM/cG nP_C INCnCF11ATInN X - COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $150.000,000 DED:25,000 YES NO WA IRK] BUSINESSINCOME 18 RENTALVALUE X If YES, LIMIT: Actual Loss Sustained; If of months: BLANKET COVERAGE X If YES, Indicate value(S)reported on property Identified above:$ TERRORISM COVERAGE X Attach DISCIOSUTO Notice/DEC IS THERE ATERROR SM-SPECIFIC EXCLUSION? X IS DOMESTICTERRORISM EXCLUDED? X LIMITED FUNGUS COVERAGE - X If YES, LIMIT: DED: 'FUNGUS EXCLUSION (if specify organization's forth used) X REPLACEMENT COST - X AGREED VALUE X COINSURANCE X If YES, % EQUIPMENT BREAKDOWN (if Applicable)NDiffemnt X It YES, UMIT:150,000,000 - DED:10,000 ORDINANCEORLAW -Coverage for loss to f bldg X If YES, LIMIT:Building Umit DED:25,000 -Demolition CostsX If YES; LIMIT:Building Limit DED:25,000 Incr. Cost of Constru_ _, X If YES, LIMIT:Building Limit DED:25,000 EARTH MOVEMENT(If Applicable) X If YES, UMIT:5,000,000 DED:See BelowFLOOD(If Applicable) X II YES, LIMIT:5,000,000 DED:See Below WINDIHAILINCL ID YES ❑NO Suvisions: X UYES, LIMIT:150,000,000 DED:See Below NAMEDSTORMINCL IRK] YES ONO Subject to Different Provisions: X If YES, UMIT:150,000,000 DED:See Below PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS X CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE,CANCELLED BEFORE THE EXPIRATION DATE' THEREOF, NOTICE WILL BE -DELIVERED .IN'ACCORDANCE WITH THE POLICY PROVISIONS. Ia1r7r7YlCr7dln\ANYi9El��i CONTRACT OF SALE MORTGAGEE LENOER'SLOSS PAYABLE LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS NAME AND ADDRESS City of Palm SprngS Office of the City Clerk AUTHORIZED REPRESENTATIVE 3200 Tahquitz Canyon Way UPalmSA Springs, CA 92262 ©2003-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD a AGENCY CUSTOMER ID: LOC #: AGUKU ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, LLC Vista Chino Senior Housing Corp do CSI Support 8 Development ROUCY NUMBER 8425 East Twelve Mile Road 36086918 Suite 100 Warren MI 48093 CARRIER Federal Insurance Company NAIL CODE 20281 EFFECTIVE DATE: 09101/2024 Page 1 of 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: 28 FORM TITLE: EVIDENCE OF COMMERCIAL PROPERTY INSURANCE (REMARKS'. Breakdown Liberty Mutual Fire Insurance NAIC#23035 Policy Y82-1-91- 472195-014 �eakdown $150,000,000 mass Income is included, Deductible $10,000: 24 hour waiting period. vrism Policy: Underwriters at Lloyd's London NAIC #32727 Policy B1262FC0386423 )0,000,000 Per Occurrence / $ 100,000,000 Aggregate; Deductible $10,000 Business Income Included lhquake - $5,000,000 any on premise. California is Excluded. $100,000 per occurrence; 48 hour waiting period. )d - $5,000,000 any on premise unless noted below for specific location. High Hazard Zones Excuded. $100,000 par o=arence; 48 hour waiting period. er Damage Deductible is $100.000, 48 hour waiting period. ver of Subrogation included when required by written contract di/Hail/Named Storm - Coverage included. Deductible is $50,0= 48 hour wailing penod unless noted specifically with location information below Jars Risk coverage is included 90 days notice of cencellation; 10 days for non-payment of premium Vista Chino Senior Housing Corp/Vista Del Monte Co-Op/Palm Springs II, 1207 Nate Chino Rd, Palm Springs, CA 92262 -Building $5,724,204/ Contents 193/ Business Income w/Extra Expense $608,940 RECEIVED SEP 16 2024 OFFICE OF THE CITY CLERK The ACORD name and logo are registered marks of ACORD Arthur J. Gallagher Risk Management Services, LLC 22930 Nine Mile Rd Saint Clair Shores MI 48080 MDG2024 00002732 01 'Ill'I'IIIIIII�III"'II II'III"'I'III'I"III"IIII I'IIIIIIIIIII II City of Palm Springs Office of the City Clerk 3200 Tahquitz Canyon Way Palm Springs, CA 92262 RECEIVED SEP 16 2024 OFFICE OF THE CITY CLERK We are providing you with a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information for processing: 1. Confirmation that a certificate of insurance is no longer required; or 2. E-mail address to send future certificates of insurance in lieu of U.S. Mail delivery 3. Insured Code: CSISUPP-01 4. This Certificate Number: 285520228 To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.ajg.com/us/about-us/how-we-work/core-360. Gallagher does not share your e-mail as detailed in our privacy policy found at https:// www.ajg.com/us/privacy-policy/. ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MWDD/YYYY) L� 9/612024 THIS CERTIFICATE IS ISSUED AS A• MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER: THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE. POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the termsand conditions of the policy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER, '- ` UONTACTE. . ArthurJ. Gallagher Risk ManagementServices, LLC PHONE FA% • 586-774-5300 Arc No:586-778-2814 22930 Nine Mlle Rd ADDRESS: Saint Clair Shores MI 48080' INSURERS AFFORDING COVERAGE NAIC0 INSURER A: Columbia Casualty Company 31127 Dane#'_BR-7 4491 INSURED - -". 1-' CSISUPP-0l INSURER a: American. Casualty Company of Reading, PA 20427 Vista Chino Senior Housing Corp do CSI Support & Development INSURER c: Great American Insurance Company of NY 22136 . 8425 East Twelve Mile Road INSURER o: Underwriters at Lloyd's London 15792 INSURER E: Underwriters at Lloyd's, London 32727 Suite 100 Warren MI 48093 INSURER F: COVERAGES_ CERTIFICATE NUMBER: 285520228 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UMITS SHOWN MAY HAVE BEEN REDUCED. BY PAID CLAIMS. IL TYPEOFINSUANCE ADD lmwk U POLICYNUMBER POLICY MDDY %O MMOM LIMITS A X COMMERCIALGENERALUABUTY Y Y PLC7092543027 9/1/2024 9/1/2025 EACH OCCURRENCE $1.000,000 CLAIMS -MADE M OCCUR PREMISES Eacaumence $300,000 MED EXP (Any one person $16,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $5,000,000 POLICY JECOT- � LOC PRODUCTS - COMP/OPAGG $2,000,000 Ded: Indemnity On s25,000 OTHER:.. B AUTOMOBILELIABILITY - Y Y 7092543044 91112024 9/112025 COMBINED SING LIMIT e accident $1,000,000 BODILY INJURY (Per person) S ' X ANY AUTO OWNED' SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (PerexMenO $ Per aen DAMAGE $ HIREDX AUTOS ONLY X AUTOSONLY Is C X UMBRELLALIAB [I OCCUR Y Y XS F236458 '91112024 9/112025 EACH OCCURRENCE $5,000,000 AGGREGATE 55,000,000 EXCESS LIAR. CLAIMS -MADE DEO I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANOFFICEFVMEMBERUCLUDEDT YPROPRIETOR/PARTNEWEXECUTIVE ❑ NIA STATUTE ERH E.LEACHACCIDENT S E.L DISEASE -EA EMPLOYEE $ (Mandateryln NH) Kyes, describe under - DESCRIPTIONOFOPERATIONS below E.L. DISEASE -POLICY UMR $ E Fxrass Temudsm -Fr0319423- - B1262FC0386423 91112024, 9/112024 .-91112025 - 9/1/2025 Limit _ _. _ Umt Limit 10,000=0. 500,000 6,000,000 Malicious Attack-A&B Standalone Terrorism DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORO 101, Additional Remarks Schedule, may be attached B more space Is required) Colombia Insurance Company - Poricy Number. UM87092543030. Starstone Specialty -Policy Number. HLCO0156112P-04 $3M x $2M,. Great American -Policy Number. XS F236458 $5M x $5M. 30 Day notice of cancellation / lO days for non-payment Re: Vista Chino Senior Housing Corp/Vista Del Monte Co-Op/Palm Springs 11, 1207 E Vista Chino Rd, Palm Springs, CA 92262 The City of Palm Springs is Additional Insured with respect to General Liability as their interests may appear with respects to the location listed. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES HE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs Office of the City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. 3200 Tahquitz Canyon Way Palm Springs CA 92262 nun+oRIZEOJIEPRESENTATIVE // USA �y� ACORD 25,(2016103) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DOCUMENT TRACKING' .In— Report: Expired Documents Summary % M I`k 2008 Condition: Oldest Date= ! /, Groups=COMMUNITY& ECONOMIC,ALL Services, ALL XREFS Document# Description Approval Date Expiration Date Closed Date A0255C Owner Participation Agreement (Palm Mountain Resort for r esert... 11/07/1990 07/01/2005 Company Name: Pacific Hospitality Croupl07 Address: 11839 Soreento Valley Road, San Diego, CA 92121 Group: COMMUNITY& ECONOMIC J i / q p_of Service: MIA Y W� �� .2 . gf 1 " •®R c xRef: JOHN RAYMOND (760) 323-8228 Cpd`, Ins. Status: Certificate and Policies are OK A0376CO Vista Chino Senior Housing, 1207 Vista Chino 07/01/1997 07/01/2007°�, Company Name: Cooperative Services Inc. Address: 25900 Greenfield Road, Ste 326„ Oak Park, MI 48237 Group: COMMUNITY& ECONOMIC a� h Service: In File /ko pa �+ N. ti v , I r xRef: COMMUNITY & ECONOMIC DEVELOPMENT �f„✓' ; ��r�, Ins. Status: INACTIVE A0448C DDA Low Inceme Housing Tax Credits (Formerly Sunrise Hacienda- 07/03/2002 07/01/2003 Company Name: Hacienda Sunset Affordable Housing ��61 ly( � E�lnj Address: 45-701 Monroe St., Suite G, Plaza 1, Indio, CA 92201 t� Vi ~ Group: COMMUNITY& ECONOMIC Service: In File" xRef: COMMUNITY& ECONOMIC DEVELOPMENT Ins. Status: Certificate and Policies are OK DISPOSITION AND DEVELOPMENT AGREEMENT By and Between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA and VISTA CHINO SENIOR HOUSING, INC. 487/014084-0012/3079206,3 a07/02/97 TABLE OF CONTENTS Page 1 . DEFINITIONS . . . . . . . . . . . . . . . . . 1 1 . 1 Certificate of Completion . . . . . . 1 1 . 2 City . . . . . . . . . . . . . . . . . . . . 1 1 . 3 Closing . . . . . . . . . . . . . . . . . . . . . 1 1 .4 Deed . . . . . . . . . . . . . . . . . . . . . . . 1 1 . 5 Escrow . . . . . . . . . . . . . . . . . . . . . . 1 1 . 6 Grant . . . . . . . . . . . . . . . . . . . . . . 2 1 . 7 Hazardous Materials . . . . . . . . . . 2 1 . 8 HUD . . . . . . . . . . . . . . . . . . . . ffi 2 1 . 9 HUD Capital Advance Documents . . . . . . . . . . 2 1 . 10 Project . . . . . . . . . . . . . . . . . 2 1 . 11 Purchase Price . . . . . . . . . . . . . . . . . . 2 1 . 12 Redevelopment Plan . . . . . . . . . 2 1 . 13 Regulatory Agreement . . . . . . . . . 2 1 . 14 Schedule of Performance . . . . . . . . . . . . . 3 1 . 15 Site . . . . . . . . . . . . . . . . . . . . 4 3 1 . 16 Title Company . . . . . . • • • • • • • • • • • 3 2 . PURPOSE OF AGREEMENT . . . . . . . . . . . . . . . . 3 3 . DISPOSITION OF THE SITE . . . . . . . . 3 3 . 1 Escrow . . . . . . . . . . . . . . . . . . . . . 3 3 . 2 Conditions to Closing . . . . . . . . . . . . . . 4 3 . 3 Tax Reporting and Miscellaneous Matters . . . . . 5 3 .4 Conveyance of the Site . . . . . . . . . . 6 3 . 5 Title Matters . . . . . . . . . . . . . 7 3 . 6 Developer Financing . . . . . . . . . . . . . . . 7 3 . 7 Condition of Site . . . . . . . . . . . . . . . . 8 3 . 8 Costs of Escrow . . . . • • • • • • • • . . . . . 10 3 . 9 Termination of Escrow . . . . . . . 10 3 . 10 Responsibilities of Escrow Agent . . . . . . . . . 11 3 . 11 Brokerage Commissions . . . . . . . . . . . . . . 12 3 .12 HUD Disapproved Design Requirements . . . . . . . 12 4 . DEVELOPMENT OF THE SITE . . . . . . . . . . . . . . . . 12 4 . 1 Plans and Specifications . . . . . . . . . . . . . 12 4 .2 Permits . . . . . . . . . 12 4 . 3 Governmental Approvals 13 4 .4 Disapproval 13 4 . 5 Commencement and Completion of Construction 13 4 . 6 Right of Access . . . . . . . . 13 4 . 7 Nondiscrimination During Construction . . . . . . 13 4 . 8 Certificate of Completion . . . . . . 14 4 . 9 Sale or Transfer of the Project 14 4 . 10 Insurance and Indemnification . . . . . 16 487I014084-0012I3079206.3 a07102197 -1 r i Page 5 . USE OF THE SITE . . . . . . . . . . . . . . . . . . . . 18 5 . 1 Use of the Site . . . . . . . . . . . . . . . . . 18 5 . 2 No Inconsistent Uses . . . . . . . . . . . . . . . 18 5 . 3 Obligation to Refrain from Discrimination . . . . 19 5 .4 Effect of Covenants . . . . . . . . . . . . . . . 19 6 . ENFORCEMENT . . . . . . . . . . . . . . . . . . . . . . 19 6 . 1 Termination by Agency . . . . . . . . . . . . . . 19 6 .2 Events of Default . . . . . . . . . . . . . . . . 20 6 . 3 Remedies . . . . . . . . . . . . . . . . . . . . . 20 6 . 4 No Waiver . . . . . . . . . . . . . . . . . . . . 20 6 . 5 Rights and Remedies are Cumulative . . . . . . . . 20 6 . 6 Attorneys' Fees . . . . . . . . . . . . . . . . . 20 7 . MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 21 7 . 1 Governing Law . . . . . . . . . . . . . . . . . . 21 7 . 2 Notices . . . . . . . . . . . . . . . . 21 7 . 3 Conflicts of Interest . . . . . . . . . . . . . . 21 7 .4 Nonliability of Agency Officials and Employees 21 7 . 5 Books and Records . . . . . . . . . . . . . . 22 7 . 6 Modifications . . . . . . . . . . . . . . . . . . 22 7 . 7 Merger of Prior Agreements and Understandings . . 22 7 . 8 Binding Effect of Agreement . . . . . . . . . . . 22 7 . 9 Assurances to Act in Good Faith . . . . . . . . . 22 7 . 10 Severability . . . . . . . . . . . . . . . . . . . 22 7 . 11 HUD Modifications . . . . . . . . . . . . . . . . 22 7 . 12 Rights of HUD . . . . . . . . . . . . . . . . . . 23 7 . 13 Exhibits . . . . . . . . . . . . . . . . 24 487/014084-001213079206.3 a07/02/97 • Vista Chino Senior Housing DDA - 52 Unit Housing Proj. AGREEMENT #376C R1021, 7-16-97 DISPOSITION AND DEVELOPMENT AGREEME_ THIS DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement" ) is entered into this lutl day of //� , 1997 (the "Effective Date" ) by and between THE COMMUNITY EDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ( "Agency" ) , and VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation ("Developer" ) . R E C I T A L S A. Agency, as optionor, and Developer, as optionee, previously entered into that certain Option Agreement dated August -, 1996 pursuant to which Agency granted to Developer an option to acquire the Site (as defined herein) (the "Option" ) . B. Developer has exercised the Option pursuant to the terms of the Option Agreement and, the parties desire to execute this Agreement for the conveyance of the Site and development of the Project (as defined herein) . NOW, THEREFORE, the Agency and the Developer hereby agree as follows : 1 . DEFINITIONS. 1 . 1 Certificate of Completion. The term "Certificate of Completion" shall mean that certain Certificate of Completion attached hereto as Exhibit "D" . 1 . 2 CitV. The term "City" shall mean the CITY OF PALM SPRINGS, a municipal corporation, having its offices at 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 . 1 . 3 Closing. The term "Closing" or "Closing Date" shall mean the date on which the Deed and Regulatory Agreement are filed for record in the Office of the County Recorder of Riverside County, California, which Closing shall occur on or before the date established therefor in the Schedule of Performance. 1 .4 Deed. The term "Deed" shall mean that certain Grant Deed in substantially the form attached hereto as Exhibit "C" by which Agency as grantor will convey fee title to the Site to Developer as grantee. 1 .5 Escrow. The term "Escrow" shall mean the escrow opened with First American Title Insurance Company ("Escrow Agent" ) located at 3625 Fourteenth Street, Riverside, California 92502, or such other escrow company satisfactory to Agency and Developer for the conveyance of title to the Site from Agency to Developer. 487/014084-0012/3079206.3 a07102197 1 . 6 Grant . The term "Grant" shall mean that certain grant of funds in the approximate amount of FOUR MILLION ONE HUNDRED THIRTY-TWO THOUSAND THREE HUNDRED DOLLARS ($4 , 132, 300 . 00) to be made by HUD to Developer for the acquisition of the Site and Development of the Project pursuant to that certain Notification of Selection for Section 202 Fund Reservation for Project No. 143- EEO21-WAH-NP/CA43-S961-003 dated December 6 , 1996 . 1 . 7 Hazardous Materials . The term "Hazardous Materials" shall mean (i) 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 and/or (ii) any substance or material identified by the United States Government, the State of California or any local governmental authority as hazardous or toxic and which is included on any list of such substances published by any such governmental entity and shall specifically include petroleum, petroleum-based products, asbestos and PCBs . 1 . 8 HUD. The term "HUD" shall mean the United States Department of Housing and Urban Development . 1. 9 HUD Capital Advance Documents . The term "HUD Capital Advance Documents" shall mean the regulatory agreement, deed of trust, use agreement and capital advance agreement to be executed by Developer and HUD to document the Grant . 1 . 10 Project . The term "Project" shall mean all of the construction, improvements, modifications, and rehabilitation necessary in order for the Developer to construct senior citizen housing project consisting of fifty-two (52) one-bedroom units and to be rented to very-low income households (pursuant to the Regulatory Agreement) and the plans to be approved pursuant to this Agreement, including all related landscaping, driveways, utilities, and any improvements which may be required by the City or Agency on the Site or within the public rights-of-way adjacent to the Site. 1 . 11 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 FOUR HUNDRED FIVE THOUSAND DOLLARS ($405, 000 . 00) . 1 . 12 Redevelopment Plan. The term "Redevelopment Plan" shall mean the Redevelopment Plan for Project Area No. 9 ("Project Area" ) which was adopted by Ordinance Number 1321 of the City Council of City on December 29, 1988 . A copy of the Redevelopment Plan is on file in the Office of the City Clerk of the City. The Redevelopment Plan is incorporated herein by this reference as though fully set forth herein. 1. 13 Regulatory Agreement . The term "Regulatory Agreement" shall mean that certain Regulatory Agreement and 497/014084-0012/3079206.3 a07/02/97 -2- 0 Declaration of Covenants and Restrictions in the form attached hereto as Exhibit 1 . 14 Schedule of Performance. The term "Schedule of Performance" shall mean that certain Schedule attached hereto as Exhibit 1 . 15 Site. The term "Site" shall mean that certain unimproved real property located within the Project Area and in the City of Palm Springs, County of Riverside, State of California, consisting of approximately 2 . 72 acres, more particularly described and shown on Exhibit "A" attached hereto. 1 . 16 Title Company. The term "Title Company" shall mean First American Title Insurance Company located at 3625 Fourteenth Street, Riverside, California 92502 or such other title company mutually agreeable to Agency and Developer. 2 . PURPOSE OF AGREEMENT. The purpose of this Agreement is to effectuate the Redevelopment Plan for the Project Area by improving the Site within the Project Area as well as to assist in providing adequate housing affordable to very-low income households within the City. The development of the Project on the Site within the Project Area and the fulfillment generally of this Agreement are in the best interests of the City and the welfare of its residents and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and regulations, under which the Project has been undertaken and is being assisted. 3 . DISPOSITION OF THE SITE. Developer hereby agrees to purchase from Agency and Agency agrees to sell to Developer the Site, upon the terms and conditions hereinafter set forth. 3 . 1 Escrow. Escrow shall be opened as soon as possible after the execution of this Agreement by Developer and Agency. This Agreement shall constitute the joint escrow instructions of the Agency and the Developer, 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 and in the event of any conflict between the provisions of this Agreement and such additional escrow instructions, the provisions of this Agreement shall prevail . 487/014084-0012/3079206.3 a07102/97 -3- 3 . 2 Conditions to Closing. (a) Developer' s Conditions to Closing. Developer' s obligation to close the Escrow, in addition to any other conditions set forth herein in favor of Developer, shall be conditional and contingent upon the satisfaction, or waiver by Developer, of each and all of the following conditions (collectively the "Developer' s Conditions" ) within the time provided in the Schedule of Performance: (i) 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 and a California Form 590-RE ( "Residency Certificate" ) pursuant to Section 18805 of the California Revenue and Taxation Code; (ii) Developer shall have obtained the Firm Commitment from HUD for the Grant and such other commitments as necessary to finance the acquisition of the Site and development of the Project or the Agency has approved financial statements or other loan commitments documenting Developer' s capability to acquire the Site and develop the Project . (iii) Agency shall have deposited into Escrow the executed Deed, Regulatory Agreement and all other funds and documents required under this Agreement . (iv) Developer has received Capital Advance Proceeds from HUD and all other financing has been obtained to close the Escrow. (v) Agency has prepared a legal description of the Property which shall be attached to the Deed when deposited into Escrow. (vi) Agency has delivered an instrument to Escrow Holder which subdivides the Property into a separate parcel . Such instrument shall be recorded concurrently with the Close of Escrow. Any waiver of the foregoing conditions must be express and in writing. In the event that the foregoing conditions have not been satisfied within the time provided therefor in the Schedule of Performance or herein, either party may terminate this Agreement by delivering a written notice in accordance with Section 3 . 9, subject to any cure rights provided therein. (b) Acxencv' s Conditions to Closing. Agency' s obligation to sell the Site to Developer and to close the Escrow shall, in addition to any other conditions set forth 4871014084-0012/3079206.3 a07/02/97 -4- herein in favor of Agency, shall be conditional and contingent upon the satisfaction, or waiver by Agency, of each and all of the following conditions (collectively the "Agency' s Conditions") within the time provided in the Schedule of Performance: (i) Developer shall have obtained the Firm Commitment from HUD for the Grant and such other commitments as necessary to finance the acquisition of the Site and development of the Project or otherwise provided Agency with financial statements or loan commitments documenting Developer' s capability to acquire the Site and develop the Project . (ii) Developer shall not have made or attempted to make a Transfer in violation of Section 4 . 9 ; (iii) Developer shall have deposited into Escrow the Purchase Price, as the same may be adjusted pursuant to Section 3 . 2, the Deed, the Regulatory Agreement and all other funds and documents required under this Agreement; (iv) Developer shall have timely performed each and every obligation of Developer hereunder; (v) Agency has approved the final building plans for the Project as provided in Section 4 . 1 below; and (vi) Developer has obtained all governmental permits and approvals necessary to commence construction of the Project as more particularly set forth in Section 4 .2 below. (vii) Developer has received Capital Advance Proceeds from HUD and all other financing has been obtained to close the Escrow. Any waiver of the foregoing conditions must be express and in writing. In the event that Developer fails to satisfy Agency' s foregoing conditions, or defaults in the performance of its obligations hereunder, Agency may terminate this Agreement by delivering a written notice in accordance with Section 3 . 9, subject to any cure rights provided therein. 3 .3 Tax Reporting and Miscellaneous Matters . 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 4871014084-0012/3079206.3 a07/02/97 -5- 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 close of Escrow. 3 .4 Conveyance of the Site. (a) Time for Conveyance. The Closing shall occur upon satisfaction of all conditions to the Closing contained herein, but not later than the Closing Date, unless extended by the mutual written agreement of the parties . (b) Escrow Agent to Advise of Costs . On or before the date set forth 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 close the Escrow, and of any documents which have not been provided by said party and which must be deposited in Escrow to permit timely Closing. (c) Deposits By Agency Prior to Closing. On or before 1 : 00 p.m. on the last business day preceding the Closing Date, Agency shall execute, acknowledge and deposit into Escrow (i) the Deed; (ii) the Regulatory Agreement; (iii) the FIRPTA Certificate; (iv) the Residency Certificate; and (v) payment to Escrow Agent of Agency' s share of costs as determined by the Escrow Agent pursuant to Section 3 . 8 . (d) Deposits By Developer Prior to Closing. On or before 1 : 00 p.m. on the last business day preceding the Closing Date, Developer shall execute and acknowledge as may be required and deposit into Escrow: (i) the Purchase Price; (ii) the Deed; (iii) the deed of trust or other security of a lender approved by Agency pursuant to Section 3 . 6, if any; (iv) the Regulatory Agreement; and (v) payment to Escrow Agent of Developer' s share of costs, if any, as determined by the Escrow Agent pursuant to Section 3 . 8 . Notwithstanding the foregoing, any of the foregoing funds to be provided by HUD may be delivered to Escrow on the Closing Date. (e) 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 pay any documentary transfer taxes and recording fees, if required by law, and thereafter cause to be recorded in the appropriate records of Riverside County, California, the Deed, the Regulatory Agreement and any other appropriate instruments delivered through this Escrow. Concurrent with recordation, Escrow Agent shall deliver the Title Policy to Developer. 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. 487/014084-0012/3079206.3 a07/02/97 -6- 3 . 5 Title Matters . (a) Condition of Title. Upon the Closing, Agency shall convey fee title to the Site to Developer subject only to : (i) the Redevelopment Plan; (ii) this Agreement; (iii) the covenants, conditions and restrictions set forth in the Deed; (iv) the Regulatory Agreement; (v) nondelinquent real property taxes and assessments; (vi) necessary public and quasi-public utility easements; (vii) public street easements; and (viii) covenants, conditions, and restrictions, easements, and other encumbrances and title exceptions approved by Developer under subsection (b) or otherwise created or consented to by Developer (collectively, the "Permitted Encumbrances" ) . (b) Approval of Title Exceptions . Prior to the date in the Schedule of Performance, Agency shall deliver a preliminary title report issued by Title Company, dated no earlier than the Effective Date, to Developer including copies of all documents referenced therein. Prior to the date set forth in the Schedule of Performance, Developer shall deliver to Agency written notice specifying in detail any exception (other than those exceptions specifically listed in subsection (a) ) disapproved and the reason therefor. Prior to the date set forth in the Schedule of Performance, Agency shall deliver written notice to Developer as to whether Agency will or will not cause the disapproved exceptions to be removed or to be endorsed with endorsements providing reasonable assurance with respect to the disapproved exceptions. If Agency elects not to cure the disapproved exceptions, Developer may terminate this Agreement but without any liability of Agency to Developer. If Agency so elects to cure the disapproved exceptions, Agency shall do so on or before the Closing Date. (c) Title Policy. Upon the Closing, the Title Company shall furnish Developer with a CLTA owner' s policy of title insurance insuring Developer' s fee interest in the Site subject only to the Permitted Encumbrances (the "Title Policy" ) . Agency shall pay the premium charged by Title Company attributable to the Title Policy. Developer shall be responsible for any title policy insuring the interest of HUD or any other lender or grantors of funds for the Project . 3 . 6 Developer Financing. Within the time set forth in this 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: (a) Reliable cost estimates for Developer' s total cost of acquiring the Site and developing the Project (including both "hard" and "soft" costs) . 487/014084-0012/3079206.3 a07/02/97 -7- (b) A complete copy of the Firm Commitment for the Grant executed by HUD obtained by Developer to assist in financing the acquisition of the Site and development of the Project thereon. (c) A financial statement and/or other documenta- tion reasonably satisfactory to the Executive Director sufficient to demonstrate that Developer has adequate funds available and committed to cover the difference between the total acquisition costs of the Site and development costs of the Project (subparagraph (a) above) and the proceeds of the Grant (subparagraph (b) above) . (d) A copy of the proposed contract between Developer and his 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 action, furnish all information, give all consents and pay all sums required to keep the Conditional Commitment and the Grant 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, and shall actually draw upon and utilize the full amount of said Grant only for financing acquisition of the Site and the cost of the Project . 3 . 7 Condition of Site . (a) Developer Approval of Site. Developer shall have the right to approve the physical condition of the Site, including its soil and environmental condition, based upon Developer' s inspection of the Site and the records of Agency. Developer may hire the consultant or consultants of its choice, at Developer' s sole cost and expense, to review any and all aspects of the soils, environmental, geotechnical and other physical conditions of the Site, including all information, reports and records of the Agency pertaining to the physical condition of the Site. Developer and its consultants shall also have the right to make any inspection of the Site and to conduct any and all tests it deems appropriate with respect to its investigation and inspection of the Site pursuant to subsection (c) . Developer shall notify Agency at least forty-eight (48) hours in advance of any entry onto the Site pursuant to subsection (c) for such investigation or testing purposes, and in the event Developer or its consultant desires to conduct tests involving the drilling, trenching or boring of the soils located on the Site, Developer' s consultant shall work with and cooperate 487/014084-001213079206.3 a07/02/97 -8- with the Agency to assure that all such tests are conducted in a manner consistent with the highest industry standards and in a manner that will not damage or injure the Site . Within the time provided in the Schedule of Performance, the Developer shall, from its inspection and investigation of the Site, and its investigation of all records and reports concerning the physical condition of the Site, determine if the soils, environmental, geotechnical and other physical conditions of the Site are in accordance with the standards contained in this Agreement and suitable for the development and construction of the Project on the Site . If Developer notifies Agency in writing by the date set forth in the Schedule of Performance of its disapproval of the soils, environmental, geotechnical and/or other physical conditions of the Site, then this Agreement shall be terminated without liability of one party to the other. By not giving the above- described notice of disapproval, Developer acknowledges that, in the exercise of due diligence, it has not discovered any condition on the Site, with regard to the soil, geology, suitability or other physical condition for Developer' s intended purpose, or other matter which might prevent it from performing all of its obligations under this Agreement, and Developer' s condition to purchase the Site set forth herein shall conclusively be deemed satisfied. (b) Disclaimer of Warranties . Developer shall take 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, vaults, debris, pipelines, abandoned wells 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 shall not be responsible for grading the Site and makes no representation nor warranty concerning the compaction of soil upon the Site, nor of the suitability of the soil for construction. (c) Right to Enter Site Indemnification. Prior to the date specified in the Schedule of Performance for the approval of the condition of the Site, Developer, its employees, agents or contractors have the right to enter onto the Site to conduct soils, engineering, or other tests and studies, to perform preliminary work or for any other purposes 487/014084-0012/3079206.3 a07/02/97 -9- to carry out the terms of this 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 4 . 10 . 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 4 . 10 . 3 . 8 Costs of Escrow. (a) Allocation of Costs . Upon the Closing, the Escrow Agent is authorized to allocate costs as follows : Agency shall pay (i) the documentary transfer tax; (ii) recording fees for the Deed and the Regulatory Agreement; (iii) the premium for the Title Policy; and (iv) the Escrow fees . Developer shall pay the recording charges for the Grant and any other financing documents . Agency shall pay all Escrow and similar fees provided that if Developer defaults under this Agreement, Developer shall pay the Escrow fees and charges . Each party shall pay its own attorneys' fees . Any usual and customary fees or costs not allocated herein shall be paid by the Agency. (b) Prorations 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, prorate the taxes in cash between the parties . 3 . 9 Termination of Escrow. (a) Termination. This Agreement and the Escrow may be terminated by demand of either party who then shall have fully performed its obligations hereunder if : (i) the Developer' s Conditions or Agency' s Conditions, as the case may be, 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; (ii) Escrow is not in a position to close by the Closing Date, as the same may be extended; or (iii) either party is in breach of the terms and conditions of this Agreement . In the event of the foregoing, the terminating party may demand, in writing, return of its money, papers, or documents from the Escrow Agent if Escrow has been opened, and shall deliver a copy of such demand to the non-terminating party. No demand shall be recognized until fifteen (15) days after such demand 4871014084-0012/3079206.3 a07/02/97 -1 0- has been delivered to the non-terminating party, and no objections are raised in writing to the terminating party and the Escrow Agent by the non-terminating party within the fifteen (15) day period. In the event of such objections, the opportunity to cure shall be provided as stated below in subsection (b) 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 Closing shall occur as soon as possible and neither party shall have any further liability to the other. (b) Opportunity to Cure. In the event any of the Developer' s Conditions or Agency' s Conditions 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 reason for the disapproval or non-satisfaction. Thereafter, the party who has the burden to satisfy such condition (s) shall have an additional thirty (30) days to satisfy any such condition (s) and only if such condition (s) still cannot be satisfied may the approving party terminate this Agreement or the Escrow. In the event the 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 (a) , then upon the non- performing party' s delivering its objection to Escrow Agent and the performing party within the above fifteen (15) day period, the non-performing party shall have the right to cure the default in accordance with and in the time provided in Section 7 . 2 . 3 . 10 Responsibilities of Escrow Agent . (a) Deposit of Funds . All funds received in Escrow shall be deposited by the Escrow Agent in an escrow account with any state or national bank doing business in the State of California. (b) Notices. All communications from the Escrow Agent shall be directed to the addresses and in the manner provided in Section 7 .2 of this Agreement for notices, demands and communications between Agency and Developer. (c) 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 . (d) 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, or for forgeries or false 4871014084-0012/3079206.3 a07/02/97 -1 1- impersonation, unless such liability or damage is the result of negligence or willful misconduct by the Escrow Agent. (e) 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 the 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 the Escrow or take any other action unless such controversy has been caused by the failure of the Escrow Agent to perform its responsibilities hereunder. 3 . 11 Brokerage Commissions . Each party agrees to indemnify and hold the other harmless from and against all liabilities, costs, damages, and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a broker' s commission and/or finder' s fee. 3 . 12 HUD Disapproved Design Requirements . The parties hereto recognize that HUD promulgates specific guidelines as to what the Grant may be used to pay for. Developer has informed the Agency that HUD may not pay for the cost of those items described on Exhibit 'IF,' attached hereto, which items the City and/or Agency has required Developer to install . In the event HUD disapproves the cost of some or all of the items described in Exhibit "F" in the Final Commitment, the Agency agrees to pay Developer at the Closing the dollar amount allocated by HUD for the cost of such disapproved items; provided, however, that the maximum amount of such payment shall not exceed, in the aggregate, the sum of ONE HUNDRED FIFTEEN THOUSAND DOLLARS ($115, 000 . 00) . If Agency so elects, such payment shall be made by crediting against the funds to be received by Agency through the Escrow the dollar amount of such payment . 4 . DEVELOPMENT OF THE SITE. 4 . 1 Plans and Specifications . Developer shall construct the Project upon the Site in accordance with the construction drawings, working specifications, and related documents that shall be submitted to and approved by the Agency in advance and in writing. 4 . 2 Permits . Before commencement of construction of the Project on the Site, Developer shall obtain any and all permits and approvals which may be required by the City or any other 487/014084-0012/3079206.3 a07/02197 -1 2 governmental agency with jurisdiction. Developer shall comply with all environmental mitigation measures imposed as conditions of approval of the Project . 4 . 3 Governmental Approvals . Notwithstanding anything herein contained to the contrary, it is expressly understood by the parties hereto that the Agency makes no representations or warranties with respect to the approvals required by any other governmental entity or with respect to approvals hereinafter required from the City or the Agency. The Agency reserves full police power authority over the Project and the Site and the Developer acknowledges that the City retains such full police power. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to such items nor to guaranty that such approvals or permits will be issued within any particular time or with or without any particular conditions . 4 . 4 Disapproval . The Agency and City shall approve or disapprove any submittal made by Developer pursuant to this Section within thirty (30) days after such submittal . All submittals made by Developer will note the thirty (30) day time limit, and specifically reference this Agreement and this section. Any disapproval shall state in writing the reason for the disapproval and the changes which the Agency requests be made . The failure of Agency to respond within such thirty (30) day period shall be deemed disapproved. Developer shall make the required changes and revisions as soon as is reasonably practicable but no more than thirty (30) days after the date of disapproval . Thereafter, Agency and City shall have an additional thirty (30) days for review of the resubmittal, but if the Agency and City disapprove the resubmittal, then the cycle shall repeat, until the Agency and City' s approval has been obtained. The foregoing time periods may be shortened if so specified in the Schedule of Performance . 4 . 5 Commencement and Completion of Construction. Developer shall submit the construction drawings, working specifications, and related documents for approval by the Agency on or before the date set forth in the Schedule of Performance. Construction of the Project shall commence on or before the date set forth in the Schedule of Performance and shall be completed within the time set forth in the Schedule of Performance except as mutually agreed in writing by Developer and Agency. The Project shall be deemed complete upon the issuance of a Certificate of Completion as provided in Section 4 . 8 . 4 . 6 Right of Access . Representatives of Agency and . City shall have the reasonable right of access to the Site during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed. 4 . 7 Nondiscrimination During Construction. Developer, for itself and its successors and assigns, agrees that during the rehabilitation of the Project, Developer will not discriminate 487/014084-0012/3079206.3 a07/02/97 -1 3- against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin. 4 . 8 Certificate of Completion. Upon written request by Developer, and upon satisfactory completion of the Project, Agency shall issue to Developer a Certificate of Completion. The Certificate of Completion shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and a full compliance with the terms of this Agreement relating to commencement and completion of the Project . After the date Developer is entitled to issuance of the Certificate of Completion, and notwithstanding any other provision of this Agreement to the contrary, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of any such ownership, purchase, lease, or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by the covenants that survive the issuance of the Certificate of Completion, as set forth in the Regulatory Agreement . The Certificate of Completion is not a notice of completion as referred to in California Civil Code section 3093 . If Agency refuses or fails to furnish a Certificate of Completion after written request from Participant, Agency shall, within ten (10) days of the written request, provide the Participant a written statement of the reasons Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency' s opinion of the action Participant must take to obtain a Certificate of Completion. If the Agency shall have failed to provide such written statement within said ten (10) day period, Participant shall be deemed entitled to the Certificate of Completion. If Agency refuses or fails to furnish the Certificate of Completion for the reason that specific items or materials are not available or landscaping is not complete and the cost thereof is less than ten percent (10a) of the cost of total consideration, Agency shall issue the Certificate of Completion upon the posting by Participant with Agency of a cash deposit, bond or irrevocable letter of credit (in a form acceptable to Agency) in an amount representing one hundred fifty percent (150-) of the fair value of the work not yet completed. 4 . 9 Sale or Transfer of the Project . The Developer covenants that prior to issuance of the Certificate of Completion as provided in Section 4 . 8 , Developer shall not assign this Agreement or transfer the Site or any of its interests therein except as provided in this Section. (a) 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, 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 4871014084-0012/3079206.3 a07/02/97 -14- percent (250) (in the aggregate) of the present ownership and/or control of any person or entity constituting Developer or its general partners, 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, or among the entities constituting Developer or its general partners or their respective shareholders . In the event any entity constituting Developer, its successor or the constituent partners of Developer or any successor of Developer, is a corporation or trust, such transfer shall refer to the transfer of the issued and outstanding capital stock of such corporation, or of beneficial interests of such trust; in the event that any entity constituting Developer, its successor or the constituent partners of Developer or any successor of Developer is a limited or general partnership, such transfer shall refer to the transfer of more than twenty- five percent (25a) of such limited or general partnership interest; in the event that any entity constituting Developer, its successor or the constituent partners of Developer or any successor of Developer is a joint venture, such transfer shall refer to the transfer of more than twenty-five percent (250) of the ownership and/or control of any such joint venture partner, taking all transfers into account on a cumulative basis . (b) Agency Approval of Transfer Reauired. Prior to recordation of the Certificate of Completion, 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, without the prior written approval of Agency, which approval will not be unreasonably withheld, and any such purported Transfer without such approval shall be null and void. In considering whether it will grant approval to any Transfer by Developer, which Transfer requires Agency approval, Agency shall consider factors such as (i) whether the completion of the Project is jeopardized; (ii) the financial credit, strength and capability of the proposed transferee to perform Developer' s obligations hereunder; (iii) the proposed transferee' s experience and expertise in the planning, financing, rehabilitation, development, ownership, and operation of similar projects; (iv) whether the Transfer is for the purpose of financing the purchase or development of the Site; and (iv) whether HUD has approved the Transfer. A Transfer for financing purposes shall not be approved by the Agency if the loan documents do not state that the loan proceeds must be used for the Project . Notwithstanding anything in this Section to the contrary, so long as the Project is encumbered by a deed of trust or regulatory agreement in favor of HUD, any proposed transferee or assignee must have the prior written consent of HUD. 487/014084-0012/3079206.3 a07/02/97 -1 5- Nothing contained herein shall prohibit the Developer from transferring the Site to (i) HUD or its transferee; or (ii) to a nonprofit corporation which Cooperative Services, Inc. , a California nonprofit cooperative corporation, controls not less than fifty-one percent (51e) of the members and directors, without the approval of the Agency so long as Agency receives written notice of such Transfer. (c) Release; Assumption. In the absence of specific written agreement by Agency, no Transfer by Developer of all or any portion of its interest in the Site shall be deemed to relieve Developer or any successor party from the obligation to complete the Project or any other obligations under this Agreement . In addition, no attempted Transfer 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 assuming such obligations . The foregoing restriction shall not apply to a transfer of the Site from the Developer to HUD or from HUD to its transferee. 4 . 10 Insurance and Indemnification. (a) Insurance. Prior to the entry by Developer on the Site pursuant to Section 3 . 7 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 : (i) Comprehensive General Liabilitv Insurance. A policy of comprehensive 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. (ii) Workers' Compensation Insurance . A policy of workers' 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 . 487/014084-0012/3079206.3 a07102/97 -1 6- , i • (iii) Automotive Insurance . A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250, 000 . 00) per person and FIVE HUNDRED THOUSAND DOLLARS ($500, 000 . 00)per occurrence and property damage liability limits of ONE HUNDRED THOUSAND DOLLARS ($100, 000 . 00) per occurrence and ONE HUNDRED THOUSAND DOLLARS ($100, 000 . 00) in the aggregate or (ii) combined single limit liability of FIVE HUNDRED THOUSAND DOLLARS ($500, 000 . 00) . Said policy shall include coverage for owned, non-owned, leased and hired cars . (iv) 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 by registered mail 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 . Developer shall provide in all contracts with con tractors, 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 of Agency. 487/014084-001213079206.3 a07/02/97 -17- Compliance with the insurance requirements of HUD for Section 202 projects shall be deemed to meet the foregoing requirements during the period of the HUD capital advance documents so long as the Agency, City and their officers, employees, and agents as additional insureds on all said policies, except Builder' s Risk Insurance . 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. (b) Indemnification. During the period of any entry upon the Site pursuant to Section 3 . 7 and during the period of any construction of the improvements pursuant to this Agreement and until such time as is issued a Certificate of Completion for the Project, Developer agrees to and shall indemnify and hold the Agency and the City harmless from and against all liability, loss, damage, cost, or expense (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 the acts done thereon or any errors or omissions of the Developer or its agents, servants, employees, or contractors . 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 . Agency and City shall not be responsible for any acts, errors, or omissions of any person or entity except Agency and 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 . S . USE OF THE SITE. 5 . 1 Use of the Site. Developer hereby covenants and agrees, for itself and its successors and assigns, to use and maintain the Site only as senior citizen housing project to be rented to very-low income households as more fully set forth in the Regulatory Agreement . Developer shall have sole and exclusive responsibility and financial liability for any and all construction or works of improvement on the Site as may be necessary in order to use the Site for the Project . In the event of any conflict between this Section 5 . 1 and the HUD Section 202 requirements, HUD requirements shall prevail . 5 . 2 No Inconsistent Uses . Developer covenants and agrees that it shall not devote the Site to uses inconsistent with the Redevelopment Plan, the applicable zoning restrictions, this 487/014084-0012/3079206.3 a07/02/97 -1 8- Agreement, or the Regulatory Agreement . In the event of a conflict between the provisions of Section 2 and 3 of the Regulatory Agreement and the HUD Section 202 requirements, the HUD Section 202 requirements shall govern. 5 . 3 Obligation to Refrain from Discrimination. Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, as such term is defined therein, 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, age, physical or mental disability, ancestry, or national origin in the rental, sale, lease, sublease, transfer, use, occupancy, or enjoyment of the Site, or any portion thereof, nor shall Developer, or any person claiming under or through Developer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Site or any portion thereof . The nondiscrimination and nonsegregation covenants contained herein and in the Deed shall remain in effect in perpetuity. 5 .4 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 or not appearing in the Deed or the Regulatory Agreement for and in its own right and 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 the 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 . 6 . ENFORCEMENT. 6 . 1 Termination by Agency. The Agency may terminate this Agreement, in its sole and absolute discretion, if Developer fails to begin construction of the Project by the date specified in the Schedule of Performance (or some later date if an extension of time has been granted pursuant to the terms of this Agreement) , or fails to complete construction by the date specified in the Schedule of Performance, or fails to perform any other obligation hereunder within the time set forth herein. 487/014084-0012/3079206.3 a07/02/97 -1 9- 6 . 2 Events of Default . In the event either party defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by the non-defaulting party, or, in the event said default cannot be cured within said time period, the defaulting party has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then the non-defaulting party shall declare an event of default to have occurred hereunder. 6 . 3 Remedies . In addition to any other rights or remedies that may be available and subject to the requirements of Section 6 . 1 above, either party to this Agreement may institute a legal or equitable action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of 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 reserve 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. 6 . 4 No Waiver. 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 other 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 . 6 . 5 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 any 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 another party. 6 . 6 Attornevs' Fees . In the event of litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs and expenses incurred, including such fees and costs incurred on appeal, in addition to whatever other relief to which it may be entitled. 487/014084-0012/3079206.3 a07/02197 -2 0- 7 . MISCELLANEOUS . 7 . 1 Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement . 7 . 2 Notices . Formal notices, demands, and communica- tions between Agency and Developer shall be sufficiently given if personally delivered or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the following addresses : If to Agency: Community Redevelopment Agency of the City of Palm Springs, California 3200 East Tahquitz Canyon Way Palm Springs, California 92263 Attn: Executive Director With a copy to: Rutan & Tucker 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attn: David J. Aleshire, Esq. If to Developer: Vista Chino Senior Housing, Inc. c/o Cooperative Services, Inc. 25900 Greenfield Road, Suite 326 Oak Park, Michigan 48237 Attn: Mr. Fred Wood All notices shall be deemed to be received as of the earlier of actual receipt by the addressee thereof or the expiration of forty-eight (48) hours after depositing in the United States Postal System in the manner described in this Section. Such written notices, demands, and communications may be sent in the same manner to such other addresses as a party may from time to time designate by mail . 7 .3 Conflicts of Interest . No member, official, or employee of Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any cor- poration, partnership, or association in which he is, directly or indirectly, interested. 7 .4 Nonliability of Agency Officials and Employees . No member, official, employee, or consultant of Agency or City shall be personally liable to Developer, or any successor in interest of Developer, in the event of any default or breach by Agency or for any amount which may become due to Developer or to its successor, or on any obligations under the terms of this Agreement . 487/014084-0012/3079206.3 a07/02/97 -2 1- 7 . 5 Books and Records . (a) Maintenance of Books and 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. (b) Right to Inspect . The Agency 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 Developer pertinent to the purposes of this Agreement . Said right of inspection shall not extend to documents privileged under attorney- client or other such privileges . 7 . 6 Modifications . Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7 . 7 Merger of Prior Agreements and Understandings . This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged herein and shall be of no further force or effect . 7 . 8 Binding Effect of Agreement . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their legal representatives, successors, and assigns . This Agreement shall likewise be binding upon and obligate the Site and the successors in interest, owner or owners thereof, and all of the tenants, lessees, sublessees, and occupants of such Site . 7 . 9 Assurances to Act in Good Faith. Agency and Developer agree to execute all documents and instruments and to take all action and shall use their best efforts to accomplish the purposes of this Agreement . Agency and Developer shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval . 7 . 10 Severabilitv. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement . 7 . 11 HUD Modifications . In the event HUD shall reasonably request modifications to this Agreement and/or the exhibits hereto, neither the Developer nor Agency will unreasonably withhold their consent to such modification. 487/014084-0012/3079206.3 a07/02/97 -2 2- 7 . 12 Rights of HUD. (a) The terms and provisions of this Agreement shall be subordinate to the terms and provisions of the HUD Capital Advance Documents and any other documents entered into by Developer in connection with the Grant . Notwithstanding anything contained herein to the contrary, in the event the Secretary of HUD ("Secretary" ) should take title to the Project and the Site through foreclosure, deed in lieu of foreclosure, or otherwise, all covenants, conditions and restrictions set forth in this Agreement shall cease and terminate and be of no further force or effect . (b) Notwithstanding anything in this Agreement to the contrary, in the event any provision in this Agreement contradicts, modifies, or in any way changes the terms of the HUD Capital Advance Documents, the terms of the HUD Capital Advance Documents shall prevail and govern; or if any provision of this Agreement in any way tends to limit the Secretary in its administration of the National Housing Act of 1937, as amended, or the Housing Act of 1959, as amended, or the regulations pursuant thereto, this Agreement shall be deemed amended so as to comply with such acts, regulations and HUD Capital Advance Documents . (c) Notwithstanding anything in this Agreement to the contrary, no amendment to this Agreement shall be effective without the prior written approval of the Secretary, its successors or assigns . [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. ] 487/014084-001213079206.3 a07/02/97 -2 3- 7 . 13 Exhibits. Exhibits "A" through 'IF" , inclusive, attached hereto, are incorporated herein as if set forth in full . IN WITNESS WHEREOF the Agency and Developer have executed this Agreement as of the date first written above. ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporateSy and politic y Y: Assistant Secretary Chairman "Agency" APPROVED AS TO FORM: RUTAN & TUCKER `J j' ;'. ra ,yel° 7 �u'v�4tibIlE'T� C31s® C�e 11 y / 1'.. 1�� `L���- ��I��e_l.OGLO Agency Cor, sel 00E 77 VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation By: F U-0 By: Its : "Developer" 487/014084-0012/3079206.3 a07/02/97 —2 4— EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE A PORTION OF PARCEL 1 OF PARCEL MAP BOOK 17, PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE NORTH 890 44' 25" EAST, A DISTANCE OF 330 FEET, TO A POINT OF BEGINNING; THENCE SOUTH 690 44' 25" EAST, A DISTANCE OF 225 . 96 FEET; THENCE NORTH 00 20' 42" EAST, A DISTANCE OF 514 . 44 FEET; THENCE NORTH 890 40' 33" WEST, A DISTANCE OF 250. 61 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 94 . 99 FEET; THENCE SOUTH 890 40' 34" EAST, A DISTANCE OF 24 .50 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 419.70 FEET TO THE POINT OF BEGINNING. EXHIBIT "A" TO DISPOSITION AND DEVELOPMENT AGREEMENT EXHIBIT "B" SCHEDULE OF PERFORMANCE ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE 1. Agency to deliver Preliminary On or before July 31, 3 .6 Title Report to Developer. 1997. 2. Developer to disapprove title Within fifteen (15) days 3.6 exceptions. of receiving Preliminary Title Report. 3. Agency to notify Developer of Within ten (10) days of 3 .6 election to cure disapproved receiving Developer's exceptions. notice. 4. Developer to submit evidence On or before March 31, 3.7 of financial capability to 1998. Executive Director. S. Developer to obtain Draft On or before March 31, 3.7 Firm Commitment from HUD. 1998. G. Developer to notify Agency of On or before July 31, 3 .8 its disapproval of the 1997. condition of the Site. 7. Escrow Agent to advise of Within five (5) business 3.5 fees, costs and required days of the Closing Date. documents. 8. Delivery by Agency and On or before 1:00 p.m. on 3.3 Developer of notice of the last business day failure of conditions to preceding Closing Date. Closing. 9. Agency and Developer may cure Within thirty (30) days 3.3, 3.10, any condition to Closing of receipt of notice. 6.2, disapproved or may cure default. 10. Developer prepares and On or before July 21, 4.2, 4.6 submits to City and Agency 1997. plans, drawings, and specifications and City and Agency commence approval process. 11. Closing Date. On or before May 31, 1.3 1998, or as may be extended by HUD; provided, however, that the Closing Date shall not be later than 12. Developer to submit proof of Prior to commencing any 3.8, 4.11 insurance. inspections and work on the Project. EXHIBIT "B" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02/97 PAGE 1 OF 2 PAGES ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE 13 . Developer to commence On or before the date 4.G construction of Project. that is thirty (30) days after the Closing Date. 14. Developer to complete Within 3GS days of 4.G construction of the Project. commencement or the period allowed by the HUD Capital Advance Agreement, whichever last occurs; provided, however, that construction shall be completed no later than G00 days of commencement. It is understood that this Schedule of Performance is subject to all of the terms and conditions of the text of the Agreement. The summary of the items 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 the Participant and the Agency. The Executive Director of Agency shall have the authority to approve extensions of time without action of the Board of Directors of Agency not to exceed a cumulative total of 180 days. EXHIBIT "B" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014094-001213079206.3 a07/02/97 PAGE 2 OF 2 PAGES EXHIBIT "C" FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA 3200 East Tahquitz Canyon Way Palm Springs, California 92263 Attn: Executive Director (Space Above Line for Recorder' s Use Only) GRANT DEED FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, herein called "Grantor, " acting under the Community Redevelopment Law of the State of California, hereby grants to VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation, herein called "Grantee, " the real property, hereinafter referred to as the "Site, " in the City of Palm Springs, County of Riverside, State of California, more particularly described in Attachment No. 1 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 Grantor and the City of Palm Springs, a municipal corporation, as follows : 1 . Governing Documents . The Site is being conveyed (i) pursuant to a Disposition and Development Agreement (the 'IDDA" ) entered into by and among Grantor and Grantee and dated 1997 and (ii) subject to the terms of the DDA, this Deed, the Regulatory Agreement and Declaration of Covenants and Restrictions ( "Regulatory Agreement") by and between Grantor and Grantee, executed and recorded concurrently herewith and the regulatory agreement, deed of trust, use agreement and capital advance agreement (the "HUD Capital Advance Documents" ) by and between Grantee and the United States Department of Housing and Urban Development ( "HUD" ) to document the capital advance being made by HUD to Grantee. The DDA and the Regulatory Agreement are public records on file in the office of the City Clerk of the City of Palm Springs, located at 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 , and are incorporated herein by this reference. Any capitalized terms not defined herein shall have the meanings ascribed to them in the DDA. Grantee covenants and agrees EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 207/02/97 PAGE 1 of 11 PAGES 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 Redevelopment Plan, the Regulatory Agreement, the HUD Capital Advance Documents and this Deed. The Site is also conveyed subject to easements and rights-of-way of record and other matters of record. In the event of any conflict between this Deed and the DDA, the provisions of the DDA shall control . 2 . Term of Restriction. Pursuant to the DDA and the Regulatory Agreement, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site that Grantee, such successors and such assigns, shall not develop, operate, maintain or use the Site in violation of the terms and conditions of this Deed, the Regulatory Agreement and the HUD Capital Advance Documents (unless expressly waived in writing by Grantor) for a period not less than thirty (30) years after the recordation of the Certificate of Completion pursuant to Section 4 . 9 of the DDA ( "Certificate of Completion" ) ; provided that, however, the covenants contained in Section 5 shall remain in effect for so long as the easement granted therein exists and the covenants contained in Sections 7 and 8 shall remain in effect in perpetuity. 3 . Right of Re-Entry Prior to Completion. The Grantee covenants by and for itself and any successors in interest that the Grantor shall have the additional right, at its option, to reenter and take possession of the Site hereby conveyed, with all improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if after conveyance of title and prior to issuance of a Certificate of Completion of construction of the Project upon the Site, the Grantee or successor-in-interest shall : (a) Fail to proceed with the construction of the Project as required by the DDA within the time period for cure as provided in the DDA; or (b) .Abandon or substantially suspend construction of the Project as required by the DDA, and fail to proceed within the time period for cure as provided in the DDA; or (c) Transfer, or suffer any involuntary transfer of the Site, or any part thereof, in violation of the DDA. Such right to reenter, repossess and revest shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit : (a) The HUD Capital Advance Documents, any mortgage, deed of trust or other security instrument for the benefit of HUD or approved by the Agency pursuant to the DDA and/or Section 6 below; EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4871014084-0012/3079206.3 a07/02/97 PAGE 2 of 11 PAGES (b) Any rights or interests provided in the DDA for the protection of the holder of such mortgages, deeds of trust or other security instruments . Within five (5) days after Grantor gives Grantee written notice that Grantor intends to exercise its right to reenter and take possession of the Site, Grantee shall deliver grant deed (s) reconveying the Site to Grantor. The Grantor' s right of reverter pursuant to this Section shall not be applicable during the term of the HUD Capital Advance Documents . 4 . 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 . 5 . Reservation of Easement . Grantor further excepts and reserves a non-exclusive easement appurtenant to that certain real property located adjacent to the Site and more particularly described in Attachment No. 2 attached hereto and incorporated herein by reference ( "Grantor Property" ) for purposes of installing, operating and maintaining utilities over that certain portion of the Site more particularly described on Attachment No. 3 and generally depicted on Attachment No. 4 attached hereto and incorporated herein by reference ("Easement Area" ) . G . Transfer Restrictions . The Grantee covenants that prior to issuance of the Certificate of Completion, as provided in Section 4 . 9 of the DDA, Grantee shall not transfer DDA, the Site or any of its interests therein except as provided in this Section. (a) 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, 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 (250) (in the aggregate) of the present ownership and/or control of any person or entity constituting Grantee or its general partners, 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, or among the entities constituting Grantee or its general partners or their respective shareholders . In the event any entity constituting Grantee, its successor or the constituent partners of Grantee or any successor of Grantee, is a corporation or trust, such transfer shall refer to the transfer of the issued and outstanding capital stock of such corporation, or of beneficial interests of such trust; in EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4971014084-0012/3079206.3 a07/02/97 PAGE 3 of 11 PAGES the event that any entity constituting Grantee, its successor or the constituent partners of Grantee or any successor of Grantee is a limited or general partnership, such transfer shall refer to the transfer of more than twenty-five percent (250) of such limited or general partnership interest; in the event that any entity constituting Grantee, its successor or the constituent partners of Grantee or any successor of Grantee is a joint venture, such transfer shall refer to the transfer of more than twenty-five percent (250) of the ownership and/or control of any such joint venture partner, taking all transfers into account on a cumulative basis . (b) Grantor Approval of Transfer Required. Prior to recordation of the Certificate of Completion, Grantee shall not Transfer this Agreement or any of Grantee' s rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law without the prior written approval of Grantor, which approval may not be unreasonably withheld, and any such purported Transfer without such approval shall be null and void. In considering whether it will grant approval to any Transfer by Grantee, which Transfer requires Grantor approval, Grantor shall consider factors such as (i) whether the completion of the Project is jeopardized; (ii) the financial credit, strength and capability of the proposed transferee to perform Grantee' s obligations hereunder; (iii) the proposed transferee' s experience and expertise in the planning, financing, rehabilitation, development, ownership, and operation of similar projects; (iv) whether the Transfer is for the purpose of financing the purchase or rehabilitation of the Site; and (v) whether HUD approved the Transfer. A Transfer for financing purposes shall not be approved by the Grantor if the loan documents do not state that the loan proceeds must be used for the Project . Notwithstanding anything in this Section to the contrary, so long as the Project is encumbered by a deed of trust or regulatory agreement in favor of HUD, any proposed transferee or assignee must have the prior written consent of HUD. Nothing contained herein shall prohibit Grantee from transferring the Site to (i) HUD or its transferee; or (ii) to a nonprofit corporation which Cooperative Services, Inc. , a California nonprofit cooperative corporation, controls not less than fifty-one percent (510) of the members and directors, without the approval of the Grantor so long as Grantor receives written notice of such Transfer. (c) Release : Assumption. In the absence of specific written agreement by Grantor no Transfer by Grantee of all or any portion of its interest in the Site shall be deemed to relieve Grantee or any successor party from the obligation to complete the Project or any other obligations under this Deed. In addition, no attempted Transfer of any of Grantee' s EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02/97 PAGE 4 of 11 PAGES obligations hereunder shall be effective unless and until the successor party executes and delivers to Grantor an assumption agreement in a form approved by the Grantor assuming such obligations . The foregoing restriction shall not apply to a transfer of the Site from Grantee to HUD or from HUD to its transferee. 7 . Non-Discrimination. Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, 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, age, physical or mental disability, ancestry, or national origin 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 reference 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. 8 . Form of Nondiscrimination Clauses in Agreements . Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, as such term is defined therein, 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: "Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, as such term is defined therein, 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. " EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02197 PAGE 5 of 11 PAGES (b) Leases : In leases the following language shall appear: "The lessee herein covenants by and for itself, its heirs, executors, administrators, successors, and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions : "Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, as such term is defined therein, 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: "Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, as such term is defined therein, 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, 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, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land. " The foregoing covenants shall remain in effect in perpetuity. 9 . Mortgage Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this 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 and approved by Grantor pursuant to 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 . 10 . Covenants to Run With the Land. The covenants contained in this Deed shall be construed as covenants running with the land EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02197 PAGE 6 of 11 PAGES 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. 11 . Rights Upon Default . (a) Rights of Holder of Mortgage to Cure. Whenever Grantor shall deliver any notice or demand to the Grantee with respect to any breach or default by the Grantee under the DDA or the Regulatory Agreement, Grantor shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest and the lessor under a lease-back or grantee under any other conveyance for financing authorized by and approved by Grantor pursuant to the DDA, a copy of such notice or demand. Each such holder (insofar as the rights of the Grantor are concerned) has the right at its option within ninety (90) days after the receipt of the notice, to cure or remedy, or to commence to cure or remedy, any such default and to add the cost thereof to the security interest debt and the lien on its security interest, or to the obligations of the lessee under any lease-back, or of the grantor under any other conveyance for financing. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession, such holder shall seek to obtain possession with diligence or continuity through a receiver or otherwise, and shall remedy or cure such default within ninety (90) days after obtaining possession; provided that in the case of a default which cannot with diligence be remedied or cured, or the remedy or cure of which cannot be commenced, within such 90-day period, such holder shall have such additional time as reasonably necessary to remedy or cure such default with diligence and continuity; and provided further that such holder shall not be required to remedy or cure any noncurable default of the Grantee. Nothing contained in the DDA or this Deed shall be deemed to permit or authorize such holder or other entity to undertake or continue the construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Grantee' s obligation (with respect to the Site or any portion thereof on which the holder or other entity has an interest) to the Grantor by written agreement satisfactory to Grantor. The holder or other entity in that event must agree to complete, in the manner provided in the DDA, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to Grantor that it has the qualifications and financial responsibility necessary to perform such obligations . Any such holder or other entity properly completing such improvements shall be entitled, upon written request made to the Grantor, to a Certificate of Completion from the Grantor with respect to such improvements . EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014094-0012/3079206.3 a07/02/97 PAGE 7 Of 11 PAGES This Section (a) shall not be applicable to HUD during the term of the HUD Capital Advance Documents . (b) Grantor' s Right to Purchase Mortgage . In any case where, six (6) months after default by the Grantee in completion of construction of improvements under the DDA, the holder of any mortgage, deed of trust or other security interest creating a lien or encumbrance upon the Site, or the lessor under a sale/lease-back, or grantee under any other conveyance for financing of the Site or any portion thereof approved by Grantor pursuant to the DDA, has not exercised the option to construct, or if it has exercised the option but has not proceeded diligently with construction, Grantor may either: (1) purchase the mortgage, deed of trust or other security interest, or the interest of any such lessor or grantee, by payment to the holder of the amount of the unpaid debt, plus any accrued and unpaid interest, or, in the case of such lessor or grantee, by payment to such lessor or grantee of the purchase price paid for its interest in any of the Site (or any portion thereof) and the improvements to be constructed thereon, and any unpaid rent or other charges payable to it under its applicable agreements with its lessee or grantor; or (2) if the ownership of the Site (or any portion thereof) has vested in the holder, purchase from the holder such interest, upon payment to the holder of an amount equal to the sum indebtedness secured by such mortgage . 'This Section (b) shall not be applicable to HUD during the term of the HUD Capital Advance Documents . (c) Grantor' s Right to Cure Default . In the event of a default or breach by the Grantee (or entity permitted to acquire title under the DDA) of a mortgage, deed of trust or other security instrument, of a lease-back, or of obligations of the Grantee under any other conveyance for financing with respect to the Site, or any portion thereof prior to the completion of development of improvements thereon, and the holder has not exercised its option to complete the development, the Grantor may cure the default prior to completion of any foreclosure, to termination of the lease, or to completion of proceedings by which such other security interest is retained or granted back. In such event, the Grantor shall be entitled to reimbursement from Grantee (or such other entity permitted to acquire title under the DDA) of all costs and expenses incurred by the Grantor in curing the default, to the extent permitted by law as if such holder initiated such claim for reimbursement . Grantor shall be entitled to a lien upon the Site (or any portion thereof) encumbered by the security instrument with respect to which Grantee (or such other entity permitted to acquire title under the DDA) has defaulted to the extent of such costs and disbursements, which lien shall be subordinate to the lien of any mortgage, deed of trust or other security for the benefit of HUD. Any such lien shall be subject to HUD' s prior written EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07102/97 PAGE 8 of 11 PAGES approval during the term of the HUD Capital Advance Documents and shall be subject to mortgages, deeds of trust, or other security instruments and the interest of lessors under any leases-back and grantees under other conveyances for financing executed for the sole purpose of obtaining funds to purchase and/or develop the Site (or any portion thereof) , to construct the improvements thereon, and to finance such costs and to pay all costs reasonably related to the Grantee' s obtaining and performing this Agreement . (d) Grantor' s Right to Satisfy Liens . After the conveyance of title and prior to the recordation of a Certificate of Completion for construction and development, and after the Grantee had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Site or any portion thereof, the Grantor shall have the right to satisfy any such liens or encumbrances . 12 . Rights of HUD. (a) The terms and provisions of this Agreement shall be subordinate to the terms and provisions of the HUD Capital Advance Documents and any other documents entered into by Developer in connection with the Grant . Notwithstanding anything contained herein to the contrary, in the event the Secretary of HUD ( "Secretary") should take title to the Project and the Site through foreclosure, deed in lieu of foreclosure, or otherwise, all covenants, conditions and restrictions set forth in this Deed shall cease and terminate and be of no further force or effect . (b) Notwithstanding anything in this Deed to the contrary, in the event any provision in this Deed tends to contradict, modify, or in any way change the terms of the HUD Capital Advance Documents, the term of the HUD Capital Advance Documents shall prevail and govern; or if any provision of this Deed in any way tends to limit the Secretary in its administration of the National Housing Act of 1937, as amended, or the Housing Act of 1959, as amended, or the regulations pursuant thereto, this Deed shall be deemed amended so as to comply with such acts, regulations and HUD Capital Advance Documents . (c) Notwithstanding anything in this Deed to the contrary, no amendment to this Deed shall be effective without the prior written approval of the Secretary, its successors or assigns . EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4871014084-0012/3079206.3 a07/02/97 PAGE 9 of 11 PAGES 13 . 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 . IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers or agents hereunto as of the date first above written. GRANTOR: ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic By: By: Secretary Chairman APPROVED AS TO FORM: RUTAN & TUCKER By: Agency Counsel By its acceptance of this Deed, Grantor hereby agrees as follows : 1 . Grantor expressly understands and agrees that the terms of this Deed shall be deemed to be covenants running with the land and shall apply to all of the Grantee' s successors and assigns (except as specifically set forth in the Deed) . 2 . The provisions of this Deed are hereby approved and accepted. GRANTEE: VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation By: Its: By: Its : EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02/97 PAGE 10 of 11 PAGES STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person (s) whose names) 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 Public [SEAL] STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the persons) 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 signatures) 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 Public [SEAL] EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4871014084-0012/3079206.3 a07/02/97 PAGE 11 of 11 PAGES ATTACHMENT NO. 1 DESCRIPTION OF SITE A PORTION OF PARCEL 1 OF PARCEL MAP BOOK 17, PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE NORTH 890 44' 25" EAST, A DISTANCE OF 330 FEET, TO A POINT OF BEGINNING; THENCE SOUTH 890 44' 25" EAST, A DISTANCE OF 225 . 96 FEET; THENCE NORTH 00 20' 42" EAST, A DISTANCE OF 514 . 44 FEET; THENCE NORTH 890 40' 33" WEST, A DISTANCE OF 250. 61 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 94 . 99 FEET; THENCE SOUTH 890 40' 34" EAST, A DISTANCE OF 24.50 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 419.70 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO. 1 TO GRANT DEED ATTACHMENT NO. 2 DESCRIPTION OF GRANTOR PROPERTY All that real property in the City of Palm Springs, County of Riverside, State of California, described as follows : The northerly 215 . 00 feet of Parcel 2 of Parcel Map 27976 recorded in Book 185, Pages 42 and 43 of Parcel Maps in the Office of the County Recorder of said Riverside County. ATTACHMENT NO. 2 TO GRANT DEED ATTACHMENT NO. 3 DESCRIPTION OF EASEMENT AREA BEING A PORTION OF PARCEL 2 OF PARCEL MAP 27975, RECORDED IN BOOK 185, PAGES 42 AND 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2;THENCE,ALONG THE WESTERLY LINE OF SAID PARCEL 2, S 00°20'15"W 215.01 FEET;THENCE S 89.40'34'E 15.00 FEET: THENCE, PARALLEL WITH THE SAID WESTERLY LINE, N 000 20'15"E 193.01 FEET. THENCE S 890 40'34'E 8.00 FEET;THENCE N 000 20' 15"E 22.00 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 2, SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF VISTA CHINO ROAD;THENCE,ALONG THE SAID NORTHERLY LINE, N 89°40'34'W 23.00 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO. 3 TO GRANT DEED ATTACHMENT NO. 4 GENERAL DEPICTION OF EASEMENT AREA VISTA _CHINO ROAD N 89' 40' 34' V 0 N 89' 40' 34' V P.O.B. 23.00' N2.0 0'0?r0' 15' E 2 8 00, 40' 34' V 6.00'WIDE EASEMENT FOR RECIPIPROCAL RIGHTS OF INGRESS AND EGRESS c PER. INST. NO. 138855 4 0 15.00' Ld e• SCALE 1"=60' I w z S 89' 40' 34' E e 15.00' Z� 1 k eG�v 'L^q^1 k2' e1'' ,T,• 0h e• ti 1 DCi ENGINEERING SKETCH TO ACCOMPANY DRANN er: DXD LAND SURVEYING 4< CIVL ENGINEERING A LEGAL DESCRIPTION 5M E. LA PALMA AVENUE WTe 205 CHECKED e : DRC ANFTf:i 22W7 (714� 779—sese FAX(714)779-3829 M DATE: 5-15-97 UM EASEMEW Nm uwu we s raxwu a LS 6761 J.N. 9705 ATTACHMENT NO. 4 487/014084-0012/3079206.3 a07/02/97 TO GRANT DEED EXHIBIT "D" CERTIFICATE OF COMPLETION FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRING, CALIFORNIA 3200 East Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Executive Director (Space Above Line for Recorder' s Use Only) CERTIFICATE OF COMPLETION WHEREAS, by a Disposition and Development Agreement (hereinafter referred to as the "Agreement") dated , 1997, by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA ( "Agency" ) , and VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation ( "Developer" ) , Developer has redeveloped the real property (the "Site" ) , legally described and depicted in Attachment No. 1 attached hereto and incorporated herein by reference, according to the terms and conditions of said Agreement; and WHEREAS, pursuant to Section 4 . 9 of the Agreement, promptly after completion of all construction work to be completed by Developer upon the Site, and upon request by Developer, Agency shall furnish Developer with a Certificate of Completion in such form as to permit it to be recorded in the Official Records of the County of Riverside; and WHEREAS, the issuance by Agency of the Certificate of Completion shall be conclusive evidence that Developer has complied with the terms of the Agreement pertaining to the redevelopment of the Site; and WHEREAS, Developer has requested that Agency furnish Developer with the Certificate of Completion; and WHEREAS, Agency has conclusively determined that the redevelopment of the Site has been satisfactorily completed as required by the Agreement; and WHEREAS, the Agreement provided for certain covenants to run with the land, which covenants were incorporated in the grant deed conveying the Site to Developer (the "Deed" ) and a Regulatory EXHIBIT "D" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07102/97 PAGE 1 of 3 PAGES Agreement and Declaration of Covenants and Restrictions (the "Regulatory Agreement,,) ; NOW, THEREFORE: 1 . As provided in the Agreement, Agency does hereby certify that redevelopment of the Site has been fully and satisfactorily performed and completed, and that such redevelopment is in full compliance with said Agreement . 2 . This Certificate of Completion shall not constitute evidence of Developer' s compliance with the Deed and the Regulatory Agreement, the provisions of which shall continue to run with the land. 3 . This Certificate of Completion 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 construction work on the Site, or any part thereof. Nothing contained herein shall modify in any way any other provision of said Agreement . 4 . This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093 . 5 . 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, Agency has executed this Certificate as of this day of , 1997 . THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic By: Executive Director EXHIBIT "D" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 R07/02/97 PAGE 2 of 3 PAGES STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person (s) whose names) 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 Public [SEAL] EXHIBIT "D" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02197 PAGE 3 of 3 PAGES ATTACHMENT NO. 1 DESCRIPTION OF SITE A PORTION OF PARCEL 1 OF PARCEL MAP BOOK 17, PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE NORTH 890 44' 25" EAST, A DISTANCE OF 330 FEET, TO A POINT OF BEGINNING; THENCE SOUTH 890 44' 25" EAST, A DISTANCE OF 225 . 96 FEET; THENCE NORTH 00 20' 42" EAST, A DISTANCE OF 514 .44 FEET; THENCE NORTH 890 40' 33" WEST, A DISTANCE OF 250 . 61 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 94 . 99 FEET; THENCE SOUTH 890 40' 34" EAST, A DISTANCE OF 24 .50 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 419.70 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO. 1 TO CERTIFICATE OF COMPLETION EXHIBIT "E" FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Community Redevelopment Agency of the City of Palm Springs, California 3200 East Tahquitz Canyon Way Palm Springs, California 92263-2743 Attn: Executive Director (Space Above This Line for Recorder's Office Use only) REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ( "Regulatory Agreement" ) is made and entered into this day of , 1997, by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Agency" ) , and VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation ( "Developer" ) . R E C I T A L S : A. Pursuant to a Disposition and Development Agreement by and between Agency and Developer, dated , 1997 (the "DDA" ) , Agency has conveyed to Developer certain real property located in the City of Palm Springs, County of Riverside, State of California more particularly described in Attachment No. 1, attached hereto and incorporated by reference herein (the "Site" ) . B. Pursuant to a Section 202 grant from the United States Department of Housing and Urban Development ( "HUD" ) , Developer has executed a regulatory agreement, deed of trust, use agreement and capital advance agreement (the "HUD Capital Advance Documents") , which agreement provides for certain restrictions on the use of the Site and provides financing for the purchase and development of the Site . C. Pursuant to the DDA, Developer has agreed to develop, construct and maintain a senior citizen rental housing project consisting of fifty-two (52) one-bedroom units (hereinafter referred to as the "Project" ) on the Site. EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-001213079206.3 a07/02197 Page 1 of 14 Pages D. Agency and Developer now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a senior citizen rental housing project available for rental by very low-income senior citizens for the term of this Regulatory Agreement . The restrictions contained in this Regulatory Agreement shall be subordinate and junior to those contained in the HUD Capital Advance Documents . E. It is the intent of the parties that the title vested in Developer by the Grant Deed ( "Deed" ) for the Site recorded concurrently herewith in Office of the County Recorder for the County of Riverside, California be subject to this Regulatory Agreement, and that the terms hereof shall be binding on the Developer and its successors in interest in the Site for so long as the Regulatory Agreement shall remain in effect . NOW, THEREFORE, the Developer and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set forth, all of which are declared to be in furtherance of a common plan for the subdivision, improvement and sale of the Site, and are established expressly and exclusively for the use and benefit of the Site and of each and every person and entity who may now or in the future own the Site or any part thereof . 1 . DEFINITIONS. 1 . 1 For the purposes of this Agreement, the "Riverside County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to Health & Safety Code Section 50093 , or its successor. 1 . 2 As used herein, the term "Senior Citizen" shall mean: (i) a family of two or more persons, the head of which (or his or her spouse) is sixty-two (62) years of age or older; (ii) the surviving member or members of any family described in (i) above living in a dwelling unit in the Project with the deceased member of the family at the time of his or her death; (iii) a single person who is sixty-two (62) years of age or older; or (iv) two or more persons aged sixty-two (62) or older or one or more such persons living with another person who is determined by HUD, based upon a licensed physician' s certificate, to be essential to said senior citizen' s care or well being. 1 .3 As used herein, the term "Very Low Income Senior Citizen Tenant" shall mean those Senior Citizens whose income does not exceed fifty percent (50%) of the Riverside County Median Income. EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02197 Page 2 of 14 Pages 1 .4 As used herein, the term "Affordable Very Low Income Rent" shall mean annual rentals whose amount does not exceed thirty percent (300) of fifty percent (50°s) of the Riverside County Median Income for one person. 2 . RESIDENTIAL RENTAL PROPERTY. The Developer hereby agrees that the Project is to be owned, managed and operated as a project for senior citizen residential rental purposes for a term equal to thirty (30) years, commencing upon the date of the recordation of the Certificate of Completion for the Site in accordance with the DDA. To that end, and for the term of this Regulatory Agreement, the Developer hereby represents, covenants, warrants and agrees as follows : 2 . 1 The Site will be acquired and constructed with the Project for the purpose of providing senior citizen rental housing and the Developer shall own, manage and operate the Project as a project to provide senior citizen rental housing comprised of a building or structure or several interrelated buildings or structures, together with any functionally related and subordinate facilities, and no other facilities . 2 . 2 All of the dwelling units in the Project will be similarly constructed units, and each dwelling unit in the Project will contain facilities for living, sleeping, eating, cooking and sanitation for a single person or a family, which are complete, separate and distinct from other dwelling units, including a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink; provided that any Very Low Income Senior Citizen Tenant may, but shall not be obligated to, provide a refrigerator for the unit to he occupied. 2 . 3 None of the dwelling units in the Project will at any time be utilized on a transient basis or will ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park. 2 .4 No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Developer take any steps in connection with the conversion to such ownership or uses, to condominiums, or to any other form of ownership, without the prior written approval of Agency. 2 .5 All of the dwelling units will be available for rental on a continuous basis to members of the general public in accordance with the terms of this Regulatory Agreement, and the Developer will not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Very EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4871014084-0012/3079206.3 a07/02197 Page 3 of 14 Pages Low Income Senior Citizen Tenants and except as provided in Section 3 . 7 below. 2 . 6 No dwelling unit in the Project shall be occupied by the Developer unless the Project contains five or more dwelling units, in which case one (1) unit may be occupied by the Developer or by persons related to or affiliated with the Developer such as a resident manager or maintenance personnel . 2 . 7 During the term of the HUD Capital Advance Documents, in the event of a conflict between the provisions of this Section 2 and the HUD Capital Advance documents, the HUD Capital Advance documents shall control and compliance with the HUD Capital Advance documents shall be deemed compliance with the provisions of this Section 2 . 3 . OCCUPANCY OF PROJECT BY LOW AND MODERATE INCOME SENIOR CITIZEN TENANTS . Developer hereby represents, warrants, and covenants as follows : 3 . 1 Except as expressly provided herein, throughout the term of this Regulatory Agreement, all of the completed units in the Project shall be continuously occupied or held vacant and available for occupancy by Very Low Income Senior Citizen Tenants . 3 . 2 Developer hereby agrees to rent those units occupied by Very Low Income Senior Citizen Tenants at no greater than Affordable Very Low Income Rent . Developer further agrees that no more than two (2) persons shall occupy each one-bedroom unit and no more than four (4) persons shall occupy the two-bedroom unit . 3 .3 A unit occupied by a Very Low Income Senior Citizen Tenant who at the commencement of the occupancy is a Very Low Income Senior Citizen Tenant shall be treated as occupied by a Very Low Income Senior Citizen Tenant until a recertification of such tenant' s income in accordance with Section 3 . 5 below demonstrates that such tenant no longer qualifies as a Very Low Income Senior Citizen Tenant . Moreover, a unit previously occupied by a Very Low Income Senior Citizen Tenant and then vacated shall be considered occupied by a Very Low Income Senior Citizen Tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days . 3 .4 Immediately prior to a Very Low Income Senior Citizen Tenant' s occupancy of a unit, the Developer will obtain and maintain on file an Income Computation and Certification form (which form shall be approved in advance by the Agency) from each such Very Low Income Senior Citizen Tenant dated immediately prior to the date of initial occupancy in the Project by such Very Low Income Senior Citizen Tenant . In addition, the Developer will provide such further information as may be required in the future EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-001213079206.3 a07/02/97 Page 4 of 14 Pages by the Agency. The Developer shall use its best efforts to verify that the income provided by an applicant is accurate by taking the following steps as a part of the verification process : (i) obtain three (3) pay stubs for the most recent pay periods; (ii) obtain a federal income tax return for the most recent tax year; (iii) obtain a written verification of income and employment from applicant' s current employer; (iv) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (v) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant' s income as is satisfactory to the Agency; or (vi) such other information as may be requested by the Agency. A copy of each such Income Computation and Certification shall be filed with the Agency prior to the occupancy of the Very Low Income Senior Citizen Tenant whenever possible, but in no event more than thirty (30) days after initial occupancy by said tenant . 3 . 5 Immediately prior to the first anniversary date of the occupancy of a unit by a Very Low Income Senior Citizen Tenant and on each anniversary date thereafter, the Developer shall recertify the income of such Very Low Income Senior Citizen Tenant by obtaining a completed Income Computation and Certification based upon the current income of each occupant of the unit . In the event the recertification demonstrates that such household' s income exceeds one hundred forty percent (1400) of the income at which such household would qualify as a Very Low Income Senior Citizen Tenant, such household will no longer qualify as a Very Low Income Senior Citizen Tenant . If the occupants do not qualify as a Very Low Income Senior Citizen Tenant, then the occupants lease shall not be renewed and said occupants shall be required to vacate the unit upon the expiration of the lease . Developer shall provide the Agency with a copy of each such recertification with the next submission of Certificate of Continuing Program Compliance pursuant to Section 3 . 6 . 3 . 6 Upon the issuance of the Certificate of Completion and within thirty (30) days of the last day of each calendar quarter thereafter during the term of this Regulatory Agreement, the Developer shall advise the Agency of the occupancy of the Project by delivering a Certificate of Continuing Program Compliance in the form attached hereto as Attachment No. 2 stating (i) the percentage of the dwelling units of the Project which were occupied or deemed occupied, pursuant to subsection 3 . 3 , by a Very Low Income Senior Citizen Tenant during such period and (ii) that to the knowledge of Developer either (a) no unremedied default has occurred under this Regulatory Agreement, the Deed or the HUD Capital Advance Documents or (b) a default has occurred, in which event the certificate shall describe the nature of the default and set forth the measures being taken by the Developer to remedy such default . EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4871014084-0012/3079206.3 a07/02197 Page 5 of 14 Pages 3 . 7 To the extent permitted by HUD, during the term of this Regulatory Agreement, Declarant shall use its best efforts to lease vacant units to residents of the City of Palm Springs prior to offering to rent such units to any other person. Agency shall maintain a list (the "Housing List" ) of persons who have notified Agency of their desire to rent a unit in the Project and who have incomes which would qualify them as a Very Low Income Senior Citizen Tenant and Developer shall offer to rent on a priority basis said units to the persons on the Housing List who are residents of the City of Palm Springs . Developer' s obligation to offer the unit to persons on the Agency' s Housing List shall be satisfied only if Developer has offered the unit to all persons on or added to the Housing List within forty-five (45) days following the date of the Developer' s notice of the unit' s availability. Developer shall also advertise the available units in a newspaper of general circulation in the City of Palm Springs at least once per week for a minimum of four weeks. If Declarant is unable to locate a Very Low Income Senior Citizen Tenant who is a resident of the City of Palm Springs within a reasonable time, but not less than forty-five (45) days from the date the unit becomes vacant, the Declarant may rent the unit to a Very Low Income Senior Citizen Tenant who is not a resident . Nothing contained herein shall require Developer to offer to rent said units to persons on terms and conditions which are more favorable than the terms and conditions on which such units will be offered to the public generally. 3 . 8 Developer shall maintain complete and accurate records pertaining to the units, and will permit any duly authorized representative of the Agency to inspect the books and records of Developer pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the dwelling units . 3 . 9 Developer shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its successor. Developer shall not apply selection criteria to Section 8 certificate holders that is more burdensome than criteria applied to all other prospective tenants . 3 . 10 Each lease shall contain a provision to the effect that Developer has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. 3 . 11 During the term of the HUD Capital Advance Documents, in the event of a conflict between the provisions of this Section 3 and the HUD Capital Advance documents, the HUD Capital Advance documents shall control and compliance with the HUD EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02/97 Page 6 of 14 Pages Capital Advance documents shall be deemed compliance with the provisions of this Section 3 . 4 . MAINTENANCE. 4 . 1 Maintenance Obligation. Developer shall maintain and operate the Site, and all landscaping, easements, open space, common areas, improvements and structures upon the Site in good order, condition and repair, and shall keep the entire Site free from any accumulation of debris or waste materials or other nuisances . Developer shall also maintain all landscaping on the Site in a healthy condition and replace any deteriorated or dead landscaping. The Site shall be maintained in accordance with all City codes, laws, regulations and ordinances, as they now exist or may be amended. Developer shall maintain the Site in such a manner as to avoid the reasonable determination of a duly authorized officer of the Agency or City that a public nuisance has been created such as to be detrimental to public health, safety or general welfare, or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to surrounding property or improvements . 4 . 2 Right of Entry. In the event Developer fails to maintain the Site in the above-mentioned condition, and satisfactory progress is not made in correcting the condition within thirty (30) days from the date of written notice from Agency, City or Agency may, at their option, and without further notice to Developer, declare the unperformed maintenance to constitute a public nuisance . Thereafter, either Agency or City, their employees, contractors or agents, may cure Developer' s default by entering upon the Site and performing the necessary landscaping and/or maintenance. The Agency or City shall give Developer, its representative or the residential manager reasonable notice of the time and manner of entry, and entry shall only be at such times and in such manner as is reasonably necessary to carry out this Regulatory Agreement . Developer shall pay such costs as are reasonably incurred by Agency or City for such maintenance. 4 .3 Lien. If the costs incurred pursuant to Section 4 . 2 are not reimbursed within thirty (30) days after Developers' receipt of notice thereof, the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of ten percent (100) per annum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorney' s fees, shall be a lien and charge, with power of sale, upon the property interests of Developer, and the rents, issues and profits of such property. City and/or Agency may bring an action at law against Developer obligated to pay any such sums or foreclose the lien against Developer' s property interests . Any such lien may be enforced by sale by the City or Agency following recordation of a Notice of Default of Sale given in the manner and time required by law as in the case of a deed of trust; such sale to be conducted in accordance with the provisions of Section 2924 , EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014094-0012/3079206.3 a07/02/97 Page 7 of 14 Pages et sea. , of the California Civil Code, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law. Any monetary lien provided for herein shall be subject to HUD' s prior written consent during the term of the HUD Capital Advance Documents and shall be subordinate to the HUD Capital Advance Documents, any mortgage, deed of trust or other security for the benefit of HUD and any bona fide mortgage or deed of trust covering an ownership interest in and to the Site, and any purchaser at any foreclosure or trustee' s sale (as well as any deed or assignment in lieu of foreclosure or trustee' s sale) under any such mortgage or deed of trust shall take title free from any such monetary lien, but otherwise subject to the provisions hereof; provided that, after the foreclosure of any such mortgage and/or deed of trust, all other assessments provided for herein to the extent they relate to the expenses incurred subsequent to such foreclosure, assessed hereunder to the purchaser at the foreclosure sale, as owner of the subject parcel after the date of such foreclosure sale, shall become a lien upon such parcel upon recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided. 5 . COMPLIANCE WITH ORDINANCES . 5 . 1 Declarant shall comply with all ordinances, regulations and standards of the City and Agency applicable to the Property. 5 . 2 Declarant shall provide any proposed tenants of any portion of the Property with a copy of the conditions to approval of the Project and this Regulatory Agreement and shall, prior to entering into any lease agreement, have the proposed tenant execute an affidavit agreeing to comply with the provisions of this Regulatory Agreement . All lease agreements shall be in writing and shall contain provisions which make compliance with the conditions of this Regulatory Agreement and the requirements of the City relating to signs, permits and business licenses express covenants of the Lease. 5 . 3 Declarant shall comply with all rules and regula- tions of any assessment district of the City with jurisdiction over the Property. 6 . RENTAL SUBSIDIES. Developer agrees to cooperate with Agency or the City of Palm Springs in qualifying the Project for participation in federal and state rental subsidy programs, including, but not limited to, Section 8 of the United States Housing Act of 1937, or its successor. 7 . ENFORCEMENT. In the event Developer defaults in the performance or observance of any covenant, agreement or obligation of Developer set forth in the Deed, the HUD Capital Advance EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-001213079206.3 OVUM Page 8 of 14 Pages Documents or this Regulatory Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by Agency, or, in the event said default cannot be cured within said time period, Developer has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps : 7 . 1 By mandamus or other suit, action or proceeding at law or in equity, require Developer to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Regulatory Agreement; or 7 . 2 Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Developer hereunder; or 7 . 3 Enter the Site and cure the Event of Default as provided in Section 4 hereof; or Except as otherwise expressly stated in this Regulatory Agreement, the rights and remedies of the parties are cumulative, and the exercise by any 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 another party. 8 . COVENANTS TO RUN WITH THE LAND. Developer hereby subjects the Site to the covenants, reservations and restrictions set forth the Grant Deed and in this Regulatory Agreement . The Agency and the Developer hereby declare their express intent that all such covenants, reservations and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Developer' s successors in title to the Site; provided, however, that on the termination of this Regulatory Agreement said covenants, reservations and restrictions shall expire, except as otherwise expressly provided, including those covenants against discrimination contained in the Deed, which shall remain in perpetuity. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Regulatory Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. Each and every contract, deed or other instrument hereafter executed covering or conveying the Site or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument . EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02197 Page 9 of 14 Pages Agency and Developer hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that Developer' s legal interest in the Site is rendered less valuable thereby. Agency and Developer hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Project by Low Income Senior Citizen Tenants and Moderate Income Senior Citizen Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which the Agency was formed. Notwithstanding anything herein to the contrary, in the event the Secretary of Housing of Urban and Development ("Secretary" ) should take title to the Project and the Site through foreclosure, deed in lieu of foreclosure, or otherwise, all covenants, conditions and restrictions set forth in this Agreement shall cease and terminate and be of no further force or effect . 9 . ATTORNEYS' FEES . In the event that a party to this Regulatory Agreement brings an action against the other party hereto by reason of the breach of any condition or covenant, representation or warranty in this Regulatory Agreement, or otherwise arising out of this Regulatory Agreement, the prevailing party in such action shall be entitled to recover from the other reasonably attorney' s fees to be fixed by the court which shall render a judgment, as well as the costs of suits . 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, including the conducting of discovery. 10 . ATTORNEYS' FEES . In the event that a party to this Regulatory Agreement brings an action against the other party hereto by reason of the breach of any condition or covenant, representation or warranty in this Regulatory Agreement, or otherwise arising out of this Regulatory Agreement, the prevailing party in such action shall be entitled to recover from the other reasonably attorney' s fees to be fixed by the court which shall render a judgment, as well as the costs of suits . 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, including the conducting of discovery. 11 . AMENDMENTS . This Regulatory Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Riverside. This Regulatory Agreement may not be amended during the term of the HUD Capital Advance Documents without the prior written approval of HUD. 12 . NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by personal delivery, EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02/97 Page 10 of 14 Pages certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: Agency: The Community Redevelopment Agency of the City of Palm Springs, California 3200 E. Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263-2743 Attn: Executive Director Copy to: Rutan & Tucker 611 Anton Blvd. , 14th Floor Costa Mesa, CA 92628-1950 Attn: David J. Aleshire Developer: Vista Chino Senior Housing, Inc . c/o Cooperative Services, Inc. 25900 Greenfield Road, Suite 326 Oak Park, Michigan . 48237 Attn: Mr. Fred Wood The notice shall be deemed given three (3) business days after the date of mailing, or, if personally delivered, when received. 13 . SUBORDINATION TO FEDERAL AGREEMENTS AND LAWS . Notwithstanding anything in this Agreement to the contrary, in the event any provision in this Regulatory Agreement tends to contradict, modify, or in any way change the terms of the HUD Capital Advance Documents, the HUD Capital Advance Documents shall prevail and govern; or if any provision of this Regulatory Agreement would tend to limit the Secretary in its administration of the National Housing Act of 1937, as amended, or the Housing Act of 1959, as amended, or the regulations pursuant thereto, this Agreement shall be deemed amended so as to comply with such acts, regulations and HUD Capital Advance Documents . 14 . SEVERABILITY/WAIVER/INTEGRATION. 14 . 1 If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 14 . 2 A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right . EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4871014084-0012/3079206.3 a07/02197 Page 11 of 14 Pages 14 .3 This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement . 15 . FUTURE ENFORCEMENT. The parties hereby agree that should the Agency cease to exist as an entity at any time during the term of this Regulatory Agreement, the City of Palm Springs shall have the right to enforce all of the terms and conditions herein, unless the Agency had previously specified another entity to enforce this Regulatory Agreement . IN WITNESS WHEREOF, the Agency and Developer have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic By: By: Assistant Secretary Chairman "Agency" APPROVED AS TO FORM: RUTAN & TUCKER By: Agency Counsel VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation By: Its: By: Its : "Developer" EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07102/97 Page 12 of 14 Pages STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signatures (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 Public [SEAL] STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satis- factory evidence) to be the person(s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signatures (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 Public [SEAL] EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 4871014084-001213079206 3 a07102/97 Page 13 of 14 Pages STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satis- factory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signatures (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 Public [SEAL] STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satis- factory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signatures (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 Public [SEAL] EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT 487/014084-0012/3079206.3 a07/02/97 Page 14 of 14 Pages ATTACHMENT NO. 1 LEGAL DESCRIPTION OF SITE A PORTION OF PARCEL 1 OF PARCEL MAP BOOK 17, PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE NORTH 890 44' 25" EAST, A DISTANCE OF 330 FEET, TO A POINT OF BEGINNING; THENCE SOUTH 890 44' 25" EAST, A DISTANCE OF 225 . 96 FEET; THENCE NORTH 00 20' 42" EAST, A DISTANCE OF 514 .44 FEET; THENCE NORTH 890 40' 33" WEST, A DISTANCE OF 250. 61 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 94. 99 FEET; THENCE SOUTH 890 40' 34" EAST, A DISTANCE OF 24 .50 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 419.70 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO. 1 TO REGULATORY AGREEMENT ATTACHMENT NO. 2 Period Covered Quarterly CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA The undersigned, VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation (the "Developer" ) , has read and is thoroughly familiar with the provisions of the Disposition and Development Agreement ( "DDA") and documents referred to therein executed by Developer and The Community Redevelopment Agency of the City of Palm Springs, California ( "Agency") including the Deed, the Regulatory Agreement and the HUD Capital Advance Documents, as such terms are defined in the DDA. As of the date of this Certificate, the following percentages of completed residential units in the Project (i) are occupied by Low Income or Moderate Income Senior Citizen Tenants (as such term is defined in the Regulatory Agreement) or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Low Income or Moderate Income Senior Citizen Tenant vacated such unit; as indicated: Number of Units Occupied by Low Income or Moderate Income Senior Citizen Tenants : Vacant Units : Low Income or Moderate Income Senior Citizen Tenants who commenced occupancy of Units during the preceding quarter: Percent Unit Nos. Percent Unit Nos . Percent Unit Nos . Attached is a separate sheet (the "Occupancy Summary" ) listing, among other items, the following information for each Unit : the number of each Unit, the occupants of each Unit, the rental paid for each Unit, the size and number of bedrooms of each Unit, which Units are reserved for Low Income or Moderate Income Senior Citizen Tenants and which Units became reserved for Low Income or Moderate Income Senior Citizen Tenants during the ATTACHMENT NO. 2 TO REGULATORY AGREEMENT PAGE 1 OF 2 PAGES 497/014084-0012/3079206.3 a07/02197 M r preceding quarter. The information contained on the Occupancy Summary is true and accurate. The undersigned hereby certifies that (1) a review of the activities of the Developer during such quarter and of the Developer' s performance under the DDA and the documents referred to therein has been made under the supervision of the undersigned, and (2) to the best knowledge of the undersigned, based on the review described in clause (1) hereof, the Developer is not in default under any of the terms and provisions of the above documents [or describe the nature of any detail and set forth the measures being taken to remedy such defaults] . VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation By: Its : By: Its : ATTACHMENT NO. 2 TO REGULATORY AGREEMENT PAGE 2 OF 2 PAGES 487/014084-0012/30792063 a07/02/97 0 16 EXHIBIT "F" SCHEDULE OF PURCHASE PRICE CREDITS 1 . Off-Site Street Improvement Work 2 . Sewer Connection Fee 3 . Water Line Connection Fee 4 . Fire Service Fee S . Telephone and Cable television conduit G . Offsite Engineering 7 . Desert Water Agency Fees B . Construction of Carports EXHIBIT "F" TO DISPOSITION AND DEVELOPMENT AGREEMENT Page 1 of 1 Page 487/014084-001213079206.3 a07/02/97 0 Arc"tAmOcan Tlt�t be Company 03607 m FREE RECORDING REQUESTED BY = AND WHEN RECORDED MAIL TO: w RECEIVED FOR RECORI o F- TO Community Redevelopment Agency of AT8:00AM vs� � the City of Palm Springs, California =� i 3200 East Tahquitz Canyon Way- rPa• 1Dey w M M Palm Springs, California 92263-2743 -�'�'8 MAR 2 a 199& ~ s v z a Attn: Exec---five Director +JZ m flwottMd in oIM1.l H.carnr b w G�GjG��J✓ nl fEt�ni:a CgnMY,C�tb1Na Rmnrdac ' d T n v xcrs � Faes$ ' w¢ f�-- U r (Space Above This Line for Recorder's Office Use Only) y REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS r; } THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ( "Regulatory Agreement" ) is made and entered into this /%/C.day of March, 1998, by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, 14 corporate and politic ( "Agency" ) , and VISTA CHINO SENIOR HOUSING, p INC. , a California nonprofit corporation ( "Developer" ) . R E C I T A L S : a A. Pursuant to a Disposition and Development Agreement by and �) between Agency and Developer, dated July 16 , 1997 (the "DDA" ) , Agency has conveyed to Developer certain real property located in the City of Palm Springs , County of Riverside, State of California more particularly described in Attachment No. 1, attached hereto and incorporated by reference herein (the "Site" ) . B . Pursuant to a Section 202 grant from the United States Department of Housing and Urban Development ( "HUD" ) , Developer has executed a regulatory agreement, deed of trust, use agreement and capital advance agreement (the "HUD Capital Advance Documents" ) , which agreement provides for certain restrictions on the use of the Site and provides financing for the purchase and development of the Site . C. Pursuant to the DDA, Developer has agreed to develop, construct and maintain a senior citizen rental housing project consisting of fifty-two (52) one-bedroom units (hereinafter referred to as the "Project" ) on the Site . D. Agency and Developer now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a senior citizen rental housing project available for rental by very low-income senior citizens for the term of this Regulatory Agreement . The restrictions contained in this Regulatory Agreement shall be 487/014084-0012/3148260.1 a03/10/98 subordinate .and junior to those contained in the I-IUD Capital Advance Documents . E . It is the intent of the parties that the title vested in Developer by the Grant Deed ( "Deed" ) for the Site recorded concurrently herewith in Office of the County Recorder for the County of Riverside, California be subject to this Regulatory Agreement, and that the terms hereof shall be binding on the Developer and its successors in interest in the Site for so long as the Regulatory Agreement shall remain in effect . NOW, THEREFORE, the Developer and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators and assigns, and all persons claiming under or through them, that the Site shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set forth, all of which are declared to be in furtherance of a common plan for the subdivision, improvement and sale of the Site, and are established expressly and exclusively for the use and benefit of the Site and of each and every person and entity who may now or in the future own the Site or any part thereof . 1 . DEFINITIONS . 1 . 1 For the purposes of this Agreement, the "Riverside County Median Income" shall be determined by reference to the regulations published by the California Department of Housing and Community Development pursuant to Health & Safety Code, Section 50093 , or its successor. 1 . 2 As used herein, the term "Senior Citizen" shall mean: (i) a family of two or more persons, the head of which (or his or her spouse) is sixty-two (62) years of age or older; (ii) the surviving member or members of any family described in (i) above living in a dwelling unit in the Project with the deceased member of the family at the time of his or her death; (iii) a single person who is sixty-two (62) years of age or older; or (iv) two or more persons aged sixty-two (62) or older or one or more such persons living with another person who is determined by HUD, based upon a licensed physician' s certificate, to be essential to said senior citizen' s care or well being. 1 . 3 As used herein, the term "Very Low Income Senior Citizen Tenant" shall mean those Senior Citizens whose income does not exceed fifty percent (50-) of the Riverside County Median Income . 1 .4 As used herein, the term "Affordable Very Low Income Rent" shall mean annual rentals whose amount does not exceed thirty percent (300) of fifty percent (50%) of the Riverside County Median Income for one person. 487I014084-ID12/3148260.1 n03/10/98 -2- 2 . RESIDENTIAL RENTAL PROPERTY. The Developer hereby agrees that the Project is to be owned, managed and operated as a project for senior citizen residential rental purposes for a term equal to thirty (30) years, commencing upon the date of the recordation of the Certificate of Completion for the Site in accordance with the DDA. To that end, and for the term of this Regulatory Agreement, the Developer hereby represents, covenants, warrants and agrees as follows : 2 . 1 The Site will be acquired and constructed with the Project for the purpose of providing senior citizen rental housing and the Developer shall own, manage and operate the Project as a project to provide senior citizen rental housing comprised of a building or structure or several interrelated buildings or structures, together with any functionally related and subordinate facilities, and no other facilities . 2 . 2 All of the dwelling units in the Project will be similarly constructed units, and each dwelling unit in the Project will contain facilities for living, sleeping, eating, cooking and sanitation for a single person or a family, which are complete, separate and distinct from other dwelling units, including a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink; provided that any Very Low Income Senior Citizen Tenant may, but shall not be obligated to, provide a refrigerator for the unit to be occupied. 2 . 3 None of the dwelling units in the Project will at any time be utilized on a transient basis or will ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital , sanitarium, or trailer court or park. 2 . 4 No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Developer take any steps in connection with the conversion to such ownership or uses, to condominiums, or to any other form of ownership, without the prior written approval of Agency. 2 . 5 All of the dwelling units will be available for rental on a continuous basis to members of the general public in accordance with the terms of this Regulatory Agreement, and the Developer will not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that the dwelling units are required to be leased or rented to Very Low Income Senior Citizen Tenants and except as provided in Section 3 . 7 below. 2 . 6 No dwelling unit in the Project shall be occupied by the Developer unless the Project contains five or more dwelling units, in which case one (1) unit may be occupied by the Developer or by persons related to or affiliated with the Developer such as a resident manager or maintenance personnel . 487/014084-0012/3148260 1 a03/10/98 -3- 2 . 7 During the term of the HUD Capital Advance Documents, in the event of a conflict between the provisions of this Section 2 and the HUD Capital Advance documents, the HUD Capital Advance documents shall control and compliance with the HUD Capital Advance documents shall be deemed compliance with the provisions of this Section 2 . 3 . OCCUPANCY OF PROJECT BY LOW AND MODERATE INCOME SENIOR CITIZEN TENANTS . Developer hereby represents, warrants, and covenants as follows : 3 . 1 Except as expressly provided herein, throughout the term of this Regulatory Agreement, all of the completed units in the Project shall be continuously occupied or held vacant and available for occupancy by Very Low Income Senior Citizen Tenants . 3 . 2 Developer hereby agrees to rent those units occupied by Very Low Income Senior Citizen Tenants at no greater than Affordable Very Low Income Rent . Developer further agrees that no more than two (2) persons shall occupy each one-bedroom unit and no more than four (4) persons shall occupy the two-bedroom unit . 3 . 3 A unit occupied by a Very Low Income Senior Citizen Tenant who at the commencement of the occupancy is a Very Low Income Senior Citizen Tenant shall be treated as occupied by a Very Low Income Senior Citizen Tenant until a recertification of such tenant' s income in accordance with Section 3 . 5 below demonstrates that such tenant no longer qualifies as a Very Low Income Senior Citizen Tenant . Moreover, a unit previously occupied by a Very Low Income Senior Citizen Tenant and then vacated shall be considered occupied by a Very Low Income, Senior Citizen Tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days . 3 . 4 Immediately prior to a Very Low Income Senior Citizen Tenant' s occupancy of a unit, the Developer will obtain and maintain on file an Income Computation and Certification form (which form shall be approved in advance by the Agency) from each such Very Low Income Senior Citizen Tenant dated immediately prior to the date of initial occupancy in the Project by such Very Low Income Senior Citizen Tenant . In addition, the Developer will provide such further information as may be required in the future by the Agency. The Developer shall use its best efforts to verify that the income provided by an applicant is accurate by taking the following steps as a part of the verification process : W obtain three (3) pay stubs for the most recent pay periods; (ii) obtain a federal income tax return for the most recent tax year; (iii) obtain a written verification of income and employment from applicant' s current employer; (iv) obtain an income verification form from the Social Security Administration and/or California Department of Social Services if the applicant receives assistance from either agency; (v) if an applicant is unemployed or did not 487ro14084-0012/3148260.1 a03/10/98 -4- file a tax return for the previous calendar year, obtain other verification of such applicant' s income as is satisfactory to the Agency; or (vi) such other information as may be requested by the Agency. A copy of each such Income Computation and Certification shall be filed with the Agency prior to the occupancy of the Very Low Income Senior Citizen Tenant whenever possible, but in no event more than thirty (30) days after initial occupancy by said tenant . 3 . 5 Immediately prior to the first anniversary date of the occupancy of a unit by a Very Low Income Senior Citizen Tenant and on each anniversary date thereafter, the Developer shall recertify the income of such Very Low Income Senior Citizen Tenant by obtaining a completed Income Computation and Certification based upon the current income of each occupant of the unit . In the event the recertification demonstrates that such household' s income exceeds one hundred forty percent (1400) of the income at which such household would qualify as a Very Low Income Senior Citizen Tenant, such household will no longer qualify as a Very Low Income Senior Citizen Tenant . If the occupants do not qualify as a Very Low Income Senior Citizen Tenant, then the occupants lease shall not be renewed and said occupants shall be required to vacate the unit upon the expiration of the lease . Developer shall provide the Agency with a copy of each such recertification with the next submission of Certificate of Continuing Program Compliance pursuant to Section 3 . 6 . 3 . 6 Upon the issuance of the Certificate of Completion and within thirty (30) days of the last day of each calendar quarter thereafter during the term of this Regulatory Agreement, the Developer shall advise the Agency of the occupancy of the Project by delivering a Certificate of Continuing Program Compliance in the form attached hereto as Attachment No . 2 stating (i) the percentage of the dwelling units of the Project which were occupied or deemed occupied, pursuant to subsection 3 . 3 , by a Very Low Income Senior Citizen Tenant during such period and (ii) that to the knowledge of Developer either (a) no unremedied default has occurred under this Regulatory Agreement, the Deed or the HUD Capital Advance Documents or (b) a default has occurred, in which event the certificate shall describe the nature of the default and set forth the measures being taken by the Developer to remedy such default . 3 . 7 To the extent permitted by HUD, during the term of this Regulatory Agreement, Declarant shall use its best efforts to lease vacant units to residents of the City of Palm Springs prior to offering to rent such units to any other person. Agency shall maintain a list (the "Housing List" ) of persons who have notified Agency of their desire to rent a unit in the Project and who have incomes which would qualify them as a Very Low Income Senior Citizen Tenant and Developer shall offer to rent on a priority basis said units to the persons on the Housing List who are residents of the City of Palm Springs . Developer' s obligation to offer the unit to persons on the Agency' s Housing List shall be satisfied only if Developer has offered the unit to all persons on 487/014084-0012/3148260 1 n03/40/98 -5- i • UCS97 or added to the Housing List within forty-five (45) days following the date of the Developer' s notice of the unit' s availability. Developer shall also advertise the available units in a newspaper of general circulation in the City of Palm Springs at least once per week for a minimum of four weeks . If Declarant is unable to locate a Very Low Income Senior Citizen Tenant who is a resident of the City of Palm Springs within a reasonable time, but not less than forty-five (45) days from the date the unit becomes vacant, the Declarant may rent the unit to a Very Low Income Senior Citizen Tenant who is not a resident . Nothing contained herein shall require Developer to offer to rent said units to persons on terms and conditions which are more favorable than the terms and conditions on which such units will be offered to the public generally. 3 . 8 Developer shall maintain complete and accurate records pertaining to the units, and will permit any duly authorized representative of the Agency to inspect the books and records of Developer pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the dwelling units . 3 . 9 Developer shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its successor. Developer shall not apply selection criteria to Section 8 certificate holders that is more burdensome than criteria applied to all other prospective tenants . 3 . 10 Each lease shall contain a provision to the effect that Developer has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit , and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease . 3 . 11 During the term of the HUD Capital Advance Documents, in the event of a conflict between the provisions of this Section 3 and the HUD Capital Advance documents, the HUD Capital Advance documents shall control and compliance with the HUD Capital Advance documents shall be deemed compliance with the provisions of this Section 3 . 4 . MAINTENANCE. 4 . 1 Maintenance obligation. Developer shall maintain and operate the Site, and all landscaping, easements, open space, common areas, improvements and structures upon the Site in good order, condition and repair, and shall keep the entire Site free from any accumulation of debris or waste materials or other nuisances . Developer shall also maintain all landscaping on the Site in a healthy condition and replace any deteriorated or dead landscaping. The Site shall be maintained in accordance with all 487/014084-0012/3148260.1 a03/10/98 -6- City codes, laws, regulations and ordinances, as they now exist or may be amended. Developer shall maintain the Site in such a manner as to avoid the reasonable determination of a duly authorized officer of the Agency or City that a public nuisance has been created such as to be detrimental to public health, safety or general welfare, or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to surrounding property or improvements . 4 . 2 Right of Entry. In the event Developer fails to maintain the Site in the above-mentioned condition, and satisfactory progress is not made in correcting the condition within thirty (30) days from the date of written notice from Agency, City or Agency may, at their option, and without further notice to Developer, declare the unperformed maintenance to constitute a public nuisance . Thereafter, either Agency or City, their employees, contractors or agents, may cure Developer' s default by entering upon the Site and performing the necessary landscaping and/or maintenance . The Agency or City shall give Developer, its representative or the residential manager reasonable notice of the time and manner of entry, and entry shall only be at such times and in such manner as is reasonably necessary to carry out this Regulatory Agreement . Developer shall pay such costs as are reasonably incurred by Agency or City for such maintenance . 4 . 3 Lien. If the costs incurred pursuant to Section 4 . 2 are not reimbursed within thirty (30) days after Developers' receipt of notice thereof, the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of ten percent (10a) per annum until paid. Any and all delinquent amounts, together with said interest , costs and reasonable attorney' s fees, shall be a lien and charge, with power of sale, upon the property interests of Developer, and the rents, issues and profits of such property. City and/or Agency may bring an action at law against Developer obligated to pay any such sums or foreclose the lien against Developer' s property interests . Any such lien may be enforced by sale by the City or Agency following recordation of a Notice of Default of Sale given in the manner and time required by law as in the case of a deed of trust; such sale to be conducted in accordance with the provisions of Section 2924 , et sea . , of the California Civil Code, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law. Any monetary lien provided for herein shall be subject to HUD' s prior written consent during the term of the HUD Capital Advance Documents and shall be subordinate to the HUD Capital Advance Documents, any mortgage, deed of trust or other security for the benefit of HUD and any bona fide mortgage or deed of trust covering an ownership interest in and to the Site, and any purchaser at any foreclosure or trustee' s sale (as well as any deed or assignment in lieu of foreclosure or trustee' s sale) under any such mortgage or deed of trust shall take title free from any such monetary lien, but otherwise subject to the provisions hereof ; 487/014084-0012/3148260 1 a03/10/98 -7- 1o,366., provided that, after the foreclosure of any such mortgage and/or deed of trust, all other assessments provided for herein to the extent they relate to the expenses incurred subsequent to such foreclosure, assessed hereunder to the purchaser at the foreclosure sale, as owner of the subject parcel after the date of such foreclosure sale, shall become a lien upon such parcel upon recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided. 5 . COMPLIANCE WITH ORDINANCES . 5 . 1 Declarant shall comply with all ordinances, regulations and standards of the City and Agency applicable to the Property. 5 . 2 Declarant shall provide any proposed tenants of any portion of the Property with a copy of the conditions to approval of the Project and this Regulatory Agreement and shall, . prior to entering into any lease agreement, have the proposed tenant execute an affidavit agreeing to comply with the provisions of this Regulatory Agreement . All lease agreements shall be in writing and shall contain provisions which make compliance with the conditions of this Regulatory Agreement and the requirements of the City relating to signs, permits and business licenses express covenants of the Lease . 5 . 3 Declarant shall comply with all rules and regula- tions of any assessment district of the City with jurisdiction over the Property. 6 . RENTAL SUBSIDIES . Developer agrees to cooperate with Agency or the City of Palm Springs in qualifying the Project For participation in federal and state rental subsidy programs , including, but not limited to, Section 8 of the United States Housing Act of 1937, or its successor. 7 . ENFORCEMENT. In the event Developer defaults in the performance or observance of any covenant, agreement or obligation of Developer set forth in the Deed, the HUD Capital Advance Documents or this Regulatory Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by Agency, or, in the event said default cannot be cured within said time period, Developer has failed to commence to cure such default within said thirty (30) days and diligently prosecute said cure to completion, then Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps : 7 . 1 By mandamus or other suit, action or proceeding at law or in equity, require Developer to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Regulatory Agreement; or 487/014094-0012/3148260.1 03/10/98 -8- 103607 7 . 2 Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Developer hereunder; or 7 . 3 Enter the Site and cure the Event of Default as provided in Section 4 hereof; or Except as otherwise expressly stated in this Regulatory Agreement, the rights and remedies of the parties are cumulative, and the exercise by any 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 another party. 8 . COVENANTS TO RUN WITH THE LAND. Developer hereby subjects the Site to the covenants, reservations and restrictions set- forth the Grant Deed and in this Regulatory Agreement . The Agency and the Developer hereby declare their express intent that all such covenants, reservations and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Developer' s successors in title to the Site; provided, however, that on the termination of this Regulatory Agreement said covenants, reservations and restrictions shall expire, except as otherwise expressly provided, including those covenants against discrimination contained in the Deed, which shall remain in perpetuity. All covenants without regard to technical classification or designation shall be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Regulatory Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate . Each and every contract, deed or other instrument hereafter executed covering or conveying the Site or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument . Agency and Developer hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that Developer' s legal interest in the Site is rendered less valuable thereby. Agency and Developer hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Project by Low Income Senior Citizen Tenants and Moderate Income Senior Citizen Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which the Agency was formed. Notwithstanding anything herein to the contrary, in the event the Secretary of Housing of Urban and Development ( "Secretary" ) should take title to the Project and the Site through foreclosure, deed in lieu of foreclosure, or otherwise, all covenants, 4871014084-0012/3148260.1 03/10198 -9- conditions and restrictions set forth in this Agreement shall cease and terminate and be of no further force or effect . 9 . ATTORNEYS' FEES . In the event that a party to this Regulatory Agreement brings an action against the other party hereto by reason of the breach of any condition or covenant, representation or warranty in this Regulatory Agreement, or otherwise arising out of this Regulatory Agreement, the prevailing party in such action shall be entitled to recover from the other reasonably attorney' s fees to be fixed by the court which shall render a judgment, as well as the costs of suits . 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, including the conducting of discovery. 10 . AMENDMENTS . This Regulatory Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Riverside . This Regulatory Agreement may not be amended during the term of the HUD Capital Advance Documents without the prior written approval of HUD. 11 . NOTICE . Any notice required to be given hereunder shall be made in writing and shall be given by personal delivery, certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto : Agency: The Community Redevelopment Agency of the City of Palm Springs, California 3200 E. Tahquitz Canyon Way P .O. Box 2743 Palm Springs, CA 92263 -2743 Attn: Executive Director Copy to : Rutan & Tucker 611 Anton Blvd. , 14th Floor Costa Mesa, CA 92628-1950 Attn: David J. Aleshire Developer : Vista Chino Senior Housing, Inc . c/o Cooperative Services, Inc . 25900 Greenfield Road, Suite 326 Oak Park, California 88237 Attn: Mr. Fred Wood The notice shall be deemed given three (3) business days after the date of mailing, or, if personally delivered, when received. 12 . SUBORDINATION TO FEDERAL AGREEMENTS AND LAWS . Notwithstanding anything in this Agreement to the contrary, in the event any provision in this Regulatory Agreement tends to contradict, modify, or in any way change the terms of the HUD 4871014084-0012/3148260.1 n03/10/98 -1 0- Capital Advance Documents, the HUD Capital Advance Documents shall prevail and govern; or if any provision of this Regulatory Agreement would tend to limit the Secretary in its administration of the National Housing Act of 1937, as amended, or the Housing Act of 1959, as amended, or the regulations pursuant thereto, this Agreement shall be deemed amended so as to comply with such acts, regulations and HUD Capital Advance Documents . 13 . SEVERABILITY/WAIVER/INTEGRATION. 13 . 1 If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 13 . 2 A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right . 13 . 3 This Agreement contains the entire Agreement between the parties and neither party relies on any warranty or representation not contained in this Agreement . 14 . FUTURE ENFORCEMENT. The parties hereby agree that should the Agency cease to exist as an entity at any time during the term of this Regulatory Agreement, the City of Palm Springs shall have the right to enforce all of the terms and conditions herein, unless the Agency had previously specified another entity to enforce this Regulatory Agreement . IN WITNESS WHEREOF, the Agency and Developer have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove . ATTEST : THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a pub ;-A o to and politic s;; c� By: Assistant Secretary C-�ra3rma-n X&C,, h/;�fC a C "Agency" APPROVED AS TO FORM: RUTAN & TUCKER By: Agency Counsel 487/014084-0012/3148260.1 e03/10/98 I0,jf;()7 VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation By: /�� � Its : AssiGlav1f Cfe�tle'V Its : irect<.. rcr "Developer" 487/014084-0012/3148260.1 103/10/98 -1 2- STATE OF CALIFORNIA ) �r ss . COUNTY OF Y .LG'G ) On before me, hL personally_ appeared/ personall�;' ]mown to me {-or--proved- to me on the- -basis -of- -satisfaet(Dr-y evidence) to be the person(s; whose name(CO) isXare� subscribed- to the within instrument and acknowledged to me that he/she,kthey._,a executed the same in Kh -s/her/their ,; authorized capacity,(-`es_); and that by his/her/their ,-signatures`(s-) on the instrument the persowl—S) or the entity upon behalf of which the personUs), acted, executed the instrument . Witness my hand and official seal . EI.r11NE L.\MEDEKIND L `-,/'/ /.� i; V '" ✓c` /�-;'C.• a 0- STATECOMNI..w%1048857 'Notary Public[SEAL] NotaRr Public—CallfiemiaRIVERSIDE COUNTYMyComm,Expires EE133.1999 OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared ---------------------------- personally ]mown to me (or proved to me on the basis of satis- factory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signatures (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 Public [SEAL] 487/014084-0012/3148260 1 a03/10/98 —1 3— 0 STATE OF M ichi jan ) ss . COUNTY OFW6tL Ae' n ) On pv1Oi-&h 12-, WIS before me, DcVo Inn 8VIC' Cn w personally appeared r—ccd Wood personally known to me (or proved to me on the basis of satis- factory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signatures (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 . ITot-ary Public [SEAL] STATE OF MiUliI9CWI ) ss . COUNTY OF VVCta� On �4&J''(-C/tf9 12- I'M q before me, i';L- VD 'y) 44 I t t'L(6f;'1'VV personally appeared Mc,I MKinccn personally known to me (or proved to me on the basis of satis- factory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signatures (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 . DAPlljallt A � - Notary Public [SEAL] 487/014084-0012/31,18260.1 03/10/98 -1 4- M xo,3� �� ATTACHMENT NO. 1 LEGAL DESCRIPTION OF SITE PARCEL 1 : A PORTION OF PARCEL 1 OF PARCEL MAP BOOK I7, PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTII, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATC OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBFJ) AS FOLLOWS: COMMENCING AT TUE0 SOUTHWEST CORNER OF SAID PARCEL 1; TIIENCE SOU'I'lt 690 44' 25" EAST, A DISTANCE OF 330 FEET, TO A POINT OF BEGINNING; THENCE SOUTII 890 44 ' 25" EAST, A DISTANCE OF 225 , 96 FEET; THENCE NORT11 0° 20' 42" EAST, A DISTANCE OF 514 . 44 FEET; TIIENCE NORTH 890 40' 33" WEST, A DISTANCE OF 250 . 61 FEET; TliENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 94 . 99 FEET; THENCE SOUTH 890 10' 34" EAST, A DISTANCE OF 24 . 50 FEET; THENCE SOUTH 00 20' I5" WEST, A DISTANCE OF 419. 70 FEET TO T11E POINT OF BEGINNING. PARCEL 2 : A NON-EXCLUSIVE EASEMENT FOR VEHICULAR AND PEDESTRIAN INGRESS, EGRESS , ACCESS AND UTILITY PURPOSES OVER A PORTION OF PARCEL 2 OF PARCEL MAP 27976 , RECORDED IN BOOK 185, PAGES 42 AND 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS : BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2; THENCE, ALONG THE WESTERLY LINE OF SAID PARCEL 2. S DO' 20' 15" W 215.01 FEET; THENCE S Be- 40' 34" E 15.00 FEET; THENCE, PARALLEL WITH TIIE SAID WESTERLY LINE, N 000 20' 15" E 193.01 FEET; THENCE S Be' 40' 34" E 8.00 FEET; THENCE N 000 20' 15" E 22,D0 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 2, SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF VISTA CHINO ROAD; THENCE, ALONG THE SAID NORTHERLY LINE, N 89' 40' 34" W 23.00 FEET TO THE POINT OF BEGINNING, ATTACHMENT NO. 1 487/014084 0012131,182601 a03;10198 TO REGULATORY AGREEMENT r 10i;07 ATTACHMENT NO. 1 DESCRIPTION OF SITE A PORTION OF PARCEL 1 OF PARCEL MAP BOOK 17, PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS : COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 1 ; THENCE SOUTH 890 44 ' 25" EAST, A DISTANCE OF 330 FEET; TO A POINT OF BEGINNING; THENCE SOUTH 890 44 ' 25" EAST, A DISTANCE OF 225 . 96 FEET; THENCE NORTH 00 20 ' 42 " EAST, A DISTANCE OF 514 . 44 FEET; THENCE NORTH 890 40 ' 3311 WEST, A DISTANCE OF 250 . 61 FEET; THENCE SOUTH 00 20' 15 " WEST, A DISTANCE OF 94 . 99 FEET; THENCE SOUTH 890 40 ' 34 " EAST, A DISTANCE OF 24 . 50 FEET; THENCE SOUTH 00 20 ' 15" WEST, A DISTANCE OF 419 . 70 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO . 1 4871014084-0012/3145869. n02127/98 TO GRANT DEED 1031307 ATTACHMENT NO . 2 DESCRIPTION OF EASEMENT AREA BEING A PORTION OF PARCEL 2 OF PARCEL MAP 27976, RECORDED IN BOOK 185 , PAGES 42 AND 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS : BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2 ; THENCE, ALONG THE WESTERLY LINE OF SAID PARCEL 2 , S 000 20' 15" W 215 . 01 FEET; THENCE S 890 40' 34 " E 15 . 00 FEET; THENCE, PARALLEL WITH THE SAID WESTERLY LINE, N 000 20' 15" E 193 . 01 FEET; THENCE S 890 40 ' 34 " E 8 , 00 FEET; THENCE N 000 20 ' 15 " E 22 . 00 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 2 , SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF VISTA CHINO ROAD; THENCE, ALONG THE SAID NORTHERLY LINE, N. 890 40 ' 34 " W 23 . 00 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO. 2 487/014084-0012/3145863. a02/27/98 TO GRANT DEED ATTACHMENT NO. 2 Period Covered Quarterly CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA The undersigned, VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation (the "Developer" ) , has read and is thoroughly familiar with the provisions of the Disposition and Development Agreement ( "DDA" ) and documents referred to therein executed by Developer and The Community Redevelopment Agency of the City of Palm Springs, California ( "Agency" ) including the Deed, the Regulatory Agreement and the HUD Capital Advance Documents, as such terms are defined in the DDA. As of the date of this Certificate, the following percentages of completed residential units in the Project (i) are occupied by Low Income or Moderate Income Senior Citizen Tenants (as such term is defined in the Regulatory Agreement) or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Low Income or Moderate Income Senior Citizen Tenant vacated such unit; as indicated: Number of Units Occupied by Low Income or Moderate Income Senior Citizen Tenants : Vacant Units : Low Income or Moderate Income Senior Citizen Tenants who commenced occupancy of Units during the preceding quarter: Percent Unit Nos . Percent Unit Nos . Percent Unit Nos . Attached is a separate sheet (the "Occupancy Summary" ) listing, among other items, the following information for each Unit : the number of each Unit, the occupants of each Unit, the rental paid for each Unit, the size and number of bedrooms of each Unit, which Units are reserved for Low Income or Moderate Income Senior Citizen Tenants and which Units became reserved for Low Income or Moderate Income Senior Citizen Tenants during the ATTACHMENT NO. 2 TO REGULATORY AGREEMENT PAGE 1 OF 2 PAGES 487/014084-0012/3148260.1 a03/10/98 preceding quarter . The information contained on the Occupancy Summary is true and accurate . The undersigned hereby certifies that (1) a review of the activities of the Developer during such quarter and of the Developer' s performance under the DDA and the documents referred to therein has been made under the supervision of the undersigned, and (2) to the best knowledge of the undersigned, based on the review described in clause (1) hereof, the Developer is not in default under any of the terms and provisions of the above documents [or describe the nature of any detail and set forth the measures being taken to remedy such defaults] . VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation By: Its : By: Its : ATTACHMENT NO. 2 TO REGULATORY AGREEMENT PAGE 2 OF 2 PAGES 487/014084-0012/3148260.1 03110/98 DoC ts 1999•-458214 10/15/1999 08:00R Fee:NC Page I of 4 Recorded in official Records vr FREE RECORDING REQUESTED BY County Gary L. pessoide AND WHEN RECORDED RETURN TO : Rssessor, ICounty Clerk &I Recorder i COMMUNITY REDEVELOPMENT AGENCY OF I IIIII II III IIAf IIII�i I� ���� I�IIII III ells IIII IIII THE CITY OF PALM SPRING, CALIFORNIA F111 1 11 Ii1 111 3200 East Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Executive Director M 5 U PACE SIZE OA PCOR NOCOR SMF MISC L� (Space Af A R L COPY LONG REFUND WHO E%AM CERTIFICATE OF COMPLETION V WHEREAS, by a Disposition and Developm,Tt Agreement (hereinafter referred to as the "Agreement" ) dated 1 ,jt', 169 , 1997, by and between THE COMMUNITY REDEVELOPMENT AGEsNCY, OF THE CITY OF PALM SPRINGS, CALIFORNIA ( "Agency" ) , and VISTA CHINO SENIOR HOUSING, INC. , a California nonprofit corporation ( "Developer" ) , Developer has redeveloped the real property (the "Site" ) , legally described and depicted in Attachment No . 1 attached hereto and incorporated herein by reference, according to the terms an ] conditions of said Agreement; and WHEREAS, pursuant to Section 4 . 9 of the Agreement, promptly after completion of all construction work to be completed by Developer upon the Site, and upon request by Developer, Agency shall furnish Developer with a Certificate of Completion in such form as to permit it to be recorded in the Official Records of the County of Riverside; and WHEREAS, the issuance by Agency of the Certificate of Completion shall be conclusive evidence that Developer has complied with the terms of the Agreement pertaining to the redevelopment of Lhe Site; and WHEREAS, Developer has requested that Agency furnish Developer with the Certificate of Completion; and WHEREAS, Agency has conclusively determined that the redevelopment of the Site has been satisfactorily completed as required by the Agreement; and WHEREAS, the Agreement provided for certain covenants to run with the land, which covenants were incorporated in the grant deed conveying the Site to Developer (the "Deed" ) and a Regulatory Agreement and Declaration of Covenants and Restrictions (the "Regulatory Agreement" ) ; 381/014084-0012/3293319 a09/14/99 NOW, THEREFORE : 1 . As provided in the Agreement , Agency does hereby certify that redevelopment of the Site has been fully and satisfactorily performed and completed, and that such redevelopment is in full compliance with said Agreement . 2 . This Certificate of Completion shall not constitute evidence of Developer' s compliance with the Deed and the Regulatory Agreement, the provisions of which shall continue to run with the land. 3 . This Certificate of Completion 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 construction work on the Site, or any part thereof . Nothing contained herein shall modify in any way any other provision of said Agreement . 4 . This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093 . 5 . 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, Agency has executed this Certificate as of this day of (Lj� , 1999 . THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic n_ l By: Executive Director IIIIII IIIIII IIIII IIIIII II IIIIII IIIIIII III IIIII IIIII II I W15/1 99 08.90R 3831014084-0012/3293319 a09/14/99 —2— STATE OF CALIFORNIA ) COUNTY OF // ) 41 On (J/ �� c= before me �/x f f„ 6 1< GJD personally `appeared l� � iaic�-E, ram_-C' �2L'�ic�'✓i�_� personally known to meon—t-he--basi-s -o-f--sans-f-ae— to-ram evidence} to be the personQ"sy whose name Cs)) is eJsubs cribe d to the within instrument and acknowledged to me that he/she he J executed the same in.,his/her,-t'�eir�authorized capacit y , and that by his/her42 r,)signature (s�J on the instru rumen the person�s� or the entity upon behalf of which the person�s� acted, executed the instrument . Witness my hand and official seal . Notary Public [SEAL] ELAINE L. WEDEK pY, (] �` COMW*1206984 r NOTARY PUBLIC.CALIFORNIA et RIVERSIDE COUNTY O COMM.EXP.FEB.3,2003 IIIIII IIIIII IIIII II III I II III I IIIII III IIIII IIII IIII 1959-458214 ie ,s 4s as 383/0140840012/3293319 .09/14/99 -3- 0 ATTACHMENT NO. 1 DESCRIPTION OF SITE A PORTION OF PARCEL 1 OF PARCEL MAP BOOK 17, PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE NORTH 890 44' 25" EAST, A DISTANCE OF 330 FEET, TO A POINT OF BEGINNING; THENCE SOUTH 890 44' 25" EAST, A DISTANCE OF_225 . 96 FEET; THENCE NORTH 00 20' 42" EAST, A DISTANCE OF 514 . 44 FEET; THENCE NORTH 890 40' 33" WEST, A DISTANCE OF 250. 61 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 94 . 99 FEET; THENCE SOUTH 890 40' 34" EAST, A DISTANCE OF 24 .50 FEET; THENCE SOUTH 00 20' 15" WEST, A DISTANCE OF 419.70 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO. 1 TO CERTIFICATE OF COMPLETION IIIII IIIIII II IIII II III III III I IIIII I II IIIII i 1999 458214 f es 4aeR i • Retarding Requested 6y T 1�3�Q1 PIEst American Title Insurance Company -` ",'T °°� Tax F v Ce. RPWrrler R CEIVED FOR RECORD FREE RECORDING REQUESTED BY AT8:00 AM AND WHEN RECORDED RETURN TO : COMMUNITY REDEVELOPMENT AGENCY OF THE MAR 2 0 1998 CITY OF PALM SPRINGS, CALIFORNIA Rawa dhomenFlec«a 3200 East Tahquitz Canyon ofWft1d.CmftC9bMIN Palm Springs, California 92263 Ramrder�,l Attn: Ex-ee-utL ••A Di-r-eeto-r- Fw y /f/, " 5-07-100 -035 5" (Space Above Line for Recorder' s Use Only) I I?-rf k e ll-060 GRANT DEED FOR A VALUABLE CONSIDERATION, the receipt of which is hereby LZI acknowledged, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, herein called "Grantor, " acting under the Community Redevelopment Law of the State of California, hereby grants to VISTA CHINO SENIOR qHOUSING, INC. , a California nonprofit corporation, herein called N "Grantee, " the real property, Hereinafter referred to as the "Site, " in the City of Palm Springs , County of Riverside, State of California, more particularly described in Attachment No . 1 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 Grantor and the City of Palm Springs, a municipal corporation, as follows : 1 . Governing Documents . The Site is being conveyed (i) pursuant to a Disposition and Development Agreement (the "DDA" ) entered into by and among Grantor and Grantee and dated ,Tiny 16 , 1997 and (ii) subject to the terms of the DDA, this Deed, the Regulatory Agreement- and Declaration of Covenants and Restrictions ( "Regulatory Agreement" ) by and between Grantor and Grantee, executed and recorded concurrently herewith and the regulatory agreement, deed of trust , use agreement and capital advance agreement (the "HUD Capital Advance Documents" ) by and between Grantee and the United States Department of Housing and Urban Development ( "HUD" ) to document the capital advance being made by HUD to Grantee . The DDA and the Regulatory Agreement are public records on file in the office of the City Clerk of the City of Palm Springs, located at 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 , and are incorporated herein by this 487l014094-W12/314586H. "02l27l98 -1- 0 0 103f301 reference . Any capitalized terms not defined herein shall have the meanings ascribed to them in the DDA. 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 Redevelopment Plan, the Regulatory Agreement , the HUD Capital Advance Documents and this Deed . The Site is also conveyed subject to easements and rights-of-way of record and other matters of record. In the event of any conflict between this Deed and the DDA, the provisions of the DDA shall control . 2 . Term of Restriction . Pursuant to the DDA and the Regulatory Agreement, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site that Grantee, such successors and such assigns, shall not develop, operate, maintain or use the Site in violation of the terms and conditions of this Deed, the Regulatory Agreement and the HUD Capital Advance Documents (unless expressly waived in writing by Grantor) for a period not less than thirty (30) years after the recordation of the Certificate of Completion pursuant to Section 4 . 9 of the DDA ( "Certificate of Completion" ) ; provided that , however, the covenants contained in Section 5 shall remain in effect for so long as the easement granted therein exists and the covenants contained in Sections 8 and 9 shall remain in effect in perpetuity. 3 . Right of Re-Entry Prior to Completion . The Grantee covenants by and for itself and any successors in interest that the Grantor shall have the additional right , at its option, to reenter and take possession of the Site hereby conveyed, with all improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if after conveyance of Li.tle and prior to issuance of a Certificate of Completion of construction of the Project upon the Site, the Grantee or successor-in-interest shall : (a) Fail to proceed with the construction of the Project as required by the DDA within the time period for cure as provided in the DDA; or (b) Abandon or substantially suspend construction of the Project- as required by the DDA, and fail to proceed within the time period for cure as provided in the DDA; or (c) Transfer, or suffer any involuntary transfer of the Site, or any part thereof, in violation of the DDA. Such right to reenter, repossess and revest shall be subordinate and subject to and be limited by and shall not defeat , render invalid or limit : (a) The HUD Capital Advance Documents , any mortgage, deed of trust or other security instrument for the benefit of HUD or approved by the Agency pursuant to the DDA and/or Section 7 below; 487I014084-M12/314586H. A2/27/98 -2- 0 0 103f;01 (b) Any rights or interests provided in the DDA for the protection of the holder of such mortgages , deeds of trust or other security instruments . Within five (5) days after Grantor gives Grantee written notice that Grantor intends to exercise its right to reenter and take possession of the Site, Grantee shall deliver grant deed (s) reconveying the Site to Grantor. The Grantor' s right of reverter pursuant to this Section shall not be applicable during the term of the HUD Capital Advance Documents . 4 . 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 . 5 . Grant of Easement . Grantor hereby grants to Grantee a non-exclusive easement appurtenant to the Site which Site is described in Attachment No . 1 incorporated herein by reference for purposes of vehicular and pedestrian ingress , egress and access purposes and for purposes of installing, operating and maintaining utilities over that certain real property more particularly described on Attachment No . 2 incorporated herein by reference and generally depicted on Attachment No . 3 incorporated herein by reference ( "Easement Area" ) . Grantee shall be responsible for constructing any improvements required to be constructed on the Easement Area . The improvements shall completed on or before the date the Project must be completed pursuant to the DDA. Grantee shall cause all improvements to be constructed in a good and workmanlike manner, in compliance with all applicable governmental regulations . Grantee shall indemnify, defend and hold harmless Grantor, the City and their officers, employees and agents from and against any and all claims , demands, liabilities , actions, causes of actions, expenses (including attorneys ' fees and costs) and obligations , including, without limitation, mechanics ' liens arising out of or resulting from any work performed on the Easement Area or arising out of or resulting from the use of the Easement Area by Grantee and its officers , agents, employees, contractors , tenants , licensees and permittees, except to the extent resulting from the negligence of the Grantor. Grantee shall maintain and repair the Easement Area in a first class condition, free and clear of all debris . Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal ; (ii) the repair, replacement and restriping of asphalt or concrete paving using the same type of material originally installed, to the end that such paving is at all times kept in a level and smooth condition; and (iii) the maintenance, repair and replacement as necessary to keep the utility lines and equipment in good condition. 487/014084-001213145868 42/27/99 -3 - 0 • 103gp1 Grantee shall procure and maintain in full force and effect the following policies of insurance in a form and content satisfactory to Grantor for so long as Lhe easement granted herein remains in effect : (a) A policy of comprehensive 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 , On . 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 . (b) A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250 , 000 . 00) per person and FIVE HUNDRED THOUSAND DOLLARS ($500 , 000 . 00) per occurrence and property damage liability limits of ONE HUNDRED THOUSAND DOLLARS ($100 , 000 . 00) per occurrence and ONE HUNDRED THOUSAND DOLLARS ($100 , 000 . 00) in the aggregate or (ii) combined single limit liability of FIVE HUNDRED THOUSAND DOLLARS ($500 , 000 . 00) . Said policy shall include coverage for owned, non-owned, leased and hired cars . All of the above policies of insurance shall be primary insurance and shall name Grantor, City, and their officers, employees, and agents as additional insureds . The insurer shall waive all rights of subrogation and contribution it may have against Grantor, 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 by registered mail to Grantor . In the event any of said policies of insurance are cancelled, Grantee shall , prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Executive Director. 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 Ratinq 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 Executive Director due to unique circumstances . In the event the Executive Director determines that an increased or decreased risk of loss to the Agency, due to the passage of time or otherwise, Grantee agrees that the coverages or minimum limits of the insurance policies required by this Section may be changed accordingly upon receipt of written notice from the Executive Director; provided that Grantee shall have the right to appeal a determination of increased coverage by the Executive Director to the Board of Directors of Grantor within 10 days of receipt of 4e7a14084-00¢i3145e6e. i,02/27i98 -4- 9 0 103f;01 notice from the Executive Director . Provided that the parties set forth above are named as additional insureds, during the term of the HUD Capital Advance Documents, compliance with the insurance requirements of HUD shall be deemed to satisfy the provisions of this Section 5 . 6 . Transfer Restrictions . The Grantee covenants that prior to issuance of the Certificate of Completion, as provided in Section 4 . 9 of the DDA, Grantee shall not transfer DDA, the .Site or any of its interests therein except as provided in this Section . (a) 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, 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%) (in the aggregate) of the present ownership and/or control of any person or entity constituting Grantee or its general partners, 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, or among the entities constituting Grantee or its general partners or their respective shareholders . In the event any entity constituting Grantee, its successor or the constituent partners of Grantee or any successor of Grantee, is a corporation or trust, such transfer shall refer to the transfer of the issued and outstanding capital stock of such corporation, or of beneficial interests of such trust ; in the event that any entity constituting Grantee, its successor or the constituent partners of Grantee or any successor of Grantee is a limited or general partnership, such transfer shall refer to the transfer of more than twenty-five percent (250) of such limited or general partnership interest ; in the event that any entity constituting Grantee, its successor or the constituent partners of Grantee or any successor of Grantee is a joint venture, such transfer shall refer to the transfer of more than twenty- Five percent (2526) of the ownership and/or control of any such joint venture partner, taking all transfers into account on a cumulative basis . (b) Grantor Approval of Transfer Required . Prior to recordation of the Certificate of Completion, Grantee shall not Transfer this Agreement or any of Grantee' s rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law without the prior written approval of Grantor, which approval may not be unreasonably withheld, and any such purported Transfer without such approval shall be null and void. In considering whether it will grant approval to any Transfer by Grantee, which Transfer requires Grantor approval , Grantor shall consider factors such as (i) whether the 497i014084-0012/314ssea. aOD27i98 -5- 0 i 103(;01 completion of the Project is jeopardized; (ii) the financial credit, strength and capability of the proposed transferee to perform Grantee' s obligations hereunder; (iii) the proposed transferee' s experience and expertise in the planning, financing, rehabilitation, development, ownership, and operation of similar projects ; (iv) whether the Transfer is for the purpose of financing the purchase or rehabilitation of the Site; and (v) whether HUD approved the Transfer . A Transfer for financing purposes shall not be approved by the Grantor if the loan documents do not state that the loan proceeds must be used for the Project . Notwithstanding anything in this Section to the contrary, so long as the Project is encumbered by a deed of trust or regulatory agreement in favor of HUD, any proposed transferee or assignee must have the prior written consent of HUD . Nothing contained herein shall prohibit Grantee from transferring the Site to (i) HUD or its transferee; or (ii) to a nonprofit corporation which Cooperative Services, Inc . , a California nonprofit cooperative corporation, controls not less than fifty-one percent (51%) of the members and directors , without the approval of the Grantor so long as Grantor receives written notice of such Transfer. (c) Release; Assumption. In the absence of specific written agreement by Grantor no Transfer by Grantee of all or any portion of its interest in the Site shall be deemed to relieve Grantee or any successor party from the obligation to complete the Project or any other obligations under this Deed. In addition, no attempted Transfer of any of Grantee' s obligations hereunder shall be effective unless and until the successor party executes and delivers to Grantor an assumption agreement in a form approved by the Grantor assuming such obligations . The foregoing restriction shall not apply to a transfer of the Site from Grantee to HUD or from HUD to its transferee . 7 . Non-Discrimination. Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, 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, age, physical or mental disability, ancestry, or national origin 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 reference 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. 487/014084-1k112/3145968 i,02/27/98 -6- 0 r 103f;o1 8 . Form of Nondiscrimination Clauses in Agreements . Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, as such term is defined therein, 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 : "Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens, as such term is defined therein, 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 , and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions : "Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens , as such term is defined therein, 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 . " 487/014084-0012/3145868. 102/27/98 -7- • 0 1i13Go1 (c) Contracts : In contracts the following language shall appear: "Except as specifically provided in the Regulatory Agreement with respect to renting the units within the Project to Senior Citizens , as such term is defined therein, 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, 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, number, use, or occupancy of tenants , lessees , subtenants, sublessees, or vendees of the land . " The foregoing covenants shall remain in effect in perpetuity. 9 . Mortgage Protection . No violation or breach of the covenants, conditions , restrictions , provisions or ]-imitations contained in this 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 and approved by Grantor pursuant to 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 . 10 . Covenants to Run With the Land. The covenants contained in this 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 . 11 . Rights Upon Default . (a) Rights of Holder of Mortgage to Cure . Whenever Grantor shall deliver any notice or demand to the Grantee with respect to any breach or default by the Grantee under the DDA or the Regulatory Agreement, Grantor shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest and the lessor under a lease-back or grantee under any other conveyance for financing authorized by and approved by Grantor pursuant to the DDA, a copy of such notice or demand. Each such holder (insofar as the rights of the Grantor are concerned) has the right at its option within ninety (90) days after the receipt of the notice, to cure or remedy, or to commence to cure or remedy, any such default and to add the cost thereof to the security interest debt and the lien on its security interest , or to the obligations of the lessee under any lease-back, or of the grantor under any other conveyance for financing . If such 487/014094-0012/3145868, 02/27/98 -8- 103so,j default shall be a default which can only be remedied or cured by such holder upon obtaining possession, such holder shall seek to obtain possession with diligence or continuity through a receiver or otherwise, and shall remedy or cure such default within ninety (90) days after obtaining possession; provided that in the case of a default which cannot with diligence be remedied or cured, or the remedy or cure of which cannot be commenced, within such 90-day period, such holder shall have such additional time as reasonably necessary to remedy or cure such default with diligence and continuity; and provided further that such holder shall not be required to remedy or cure any noncurable default of the Grantee . Nothing contained in the DDA or this Deed shall be deemed to permit or authorize such holder or other entity to undertake or continue the construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Grantee' s obligation (with respect to the Site or any portion thereof on which the holder or other entity has an interest) to the Grantor by written agreement satisfactory to Grantor. The holder or other entity in that event must agree to complete, in the manner provided in the DDA, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to Grantor that it has the qualifications and financial responsibility necessary to perform such obligations . Any such holder or other entity properly completing such improvements shall be entitled, upon written request made to the Grantor, to a Certificate of Completion from the Grantor with respect to such improvements . This Section (a) shall not be applicable to HUD during the term of the HUD Capital Advance Documents . (b) Grantor' s Right to Purchase Mortgage . In any case where, six (6) months after default by the Grantee in completion of construction of improvements under the DDA, the holder of any mortgage, deed of trust or other security interest creating a lien or encumbrance upon the Site, or the lessor under a sale/lease-back, or grantee under any other conveyance for financing of the Site or any portion thereof approved by Grantor pursuant to the DDA, has not exercised the option to construct , or if it has exercised the option but has not proceeded diligently with construction, Grantor may either : (1) purchase the mortgage, deed of trust or other security interest, or the interest of any such lessor or grantee, by payment to the holder of the amount of the unpaid debt , plus any accrued and unpaid interesL , or, in the case of such lessor or grantee, by payment to such lessor or grantee of the purchase price paid for its interest in any of the Site (or any portion thereof) and the improvements to be constructed thereon, and any unpaid rent or other charges payable to it under its applicable agreements with its lessee or grantor; or (2) if the ownership of the Site (or any portion thereof) has vested in the holder, purchase from the holder such interest, upon payment to the holder of an amount 497/014084-0012/3145968 u02/27/96 -9- 0 • 103601 equal to the sum indebtedness secured by such mortgage . kris Section (b) shall not be applicable to HUD during the term of the HUD Capital Advance Documents . (c) Grantor' s Right to Cure Default . In the event of a default or breach by the Grantee (or entity permitted to acquire title under the DDA) of a mortgage, deed of trust or other security instrument , of a lease-back, or of obligations of the Grantee under any other conveyance for financing with respect to the Site, or any portion thereof prior to the completion of development of improvements thereon, and the holder has not exercised its option to complete the development, the Grantor may cure the default prior to completion of any foreclosure, to termination of the lease, or to completion of proceedings by which such other security interest is retained or granted back . In such event , the Grantor shall be entitled to reimbursement from Grantee (or such other entity permitted to acquire title under the DDA) of all costs and expenses incurred by the Grantor in curing the default, to the extent permitted by law as if such holder initiated such claim for reimbursement . Grantor shall be entitled to a lien upon the Site (or any portion thereof) encumbered by the security instrument with respect to which Grantee (or such other entity permitted to acquire title under the DDA) has defaulted to the extent of such costs and disbursements, which lien shall be subordinate to the lien of any mortgage, deed of trust or other security for the benefit of HUD. Any such lien shall be subject to HUD' s prior written approval during the term of the HUD Capital Advance Documents and shall be subject to mortgages, deeds of trust , or other security instruments and the interest of lessors under any leases-back and grantees under other conveyances for financing executed for the sole purpose of obtaining funds to purchase and/or develop the Site (or any portion thereof) , to construct the improvements thereon, and to finance such costs and to pay all costs reasonably related to the Grantee' s obtaining and performing this Agreement . (d) Grantor' s Right to Satisfy Liens . After the conveyance of title and prior to the recordation of a Certificate of Completion for construction and development , and after the Grantee had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Site or any portion thereof, the Grantor shall have the right to satisfy any such liens or encumbrances . 12 . Rights of HUD . (a) The terms and provisions of this Agreement shall be subordinate to the terms and provisions of the HUD Capital Advance Documents and any other documents entered into by Developer in connection with the Grant . Notwithstanding anything contained herein to the contrary, in the event the Secretary of HUD ( "Secretary" ) should take title to the 487/014084 0012/7145868 u02/27/98 -1 0- • 103f;01 Project and the Site through foreclosure, deed in lieu of foreclosure, or otherwise, all. covenants, conditions and restrictions set forth in this Deed shall cease and terminate and be of no further force or effect . (b) Notwithstanding anything in this Deed to the contrary, in the event any provision in this Deed tends to contradict , modify, or in any way change the terms of the HUD Capital Advance Documents, the term of the HUD Capital Advance Documents shall prevail and govern; or if any provision of this Deed in any way tends to limit the Secretary in its administration of the National Housing Act of 1937 , as amended, or the Housing Act of 1959 , as amended, or the regulations pursuant thereto, this Deed shall be deemed amended so as to comply with such acts, regulations and HUD Capital Advance Documents . (c) Notwithstanding anything in this Deed to the contrary, no amendment to this Deed shall be effective without the prior written approval of the Secretary, its successors or assigns . 13 . 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 . IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers or agents hereunto as of the date first above written . GRANTOR : ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic yIsst. Secretary Exec. Director APPROVED AS TO FORM: / RUTAN & TUCKER f By: / WV�— Agency Counsel By its acceptance of this Deed, Grantor hereby agrees as follows : 487/014084-0012/3145868 W2/27/98 103S01 1 . Grantor expressly understands and agrees that the terms of this Deed shall be deemed to be covenants running with the land and shall apply to all of the Grantee' s successors and assigns (except as specifically set forth in the Deed) . 2 . The provisions of this Deed are hereby approved and accepted . GRANTEE : VISTA CHINO SENIOR HOUSING, INC. , a Califo//r��nian�onproLt corporation By: Its : - i By: Its : hssisLVL� T� t�ure( 487/014084-0012/7 1,15868 W2/27/98 -1 2 - 0 0 103f;01 STATE OF tTL—E-F� ) ! ) ss . COUNTY OF ��' c7 ) On /I�/) �( ��/ G beforeme, personally appeared ,=rec( vvocu personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signature (s) on the instrument the person (s) or the entity upon behalf of which the person (s) acted, executed the instrument . Witness my hand and official seal . 70 6 (' &1) /� Lary Public [SEAL] iGYrrl'7vibl4` �t.'P'.C^'r'vE STATE OF �g ) ss . COUNTY OF On MAA ,("4 ,5 /����, before me, personally appeared tn C—( 4-K/nF.AO/� personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signatures) 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 Public [SEAL] ;. 487/014084-0012/3145868. a02/27/98 —1 3— . 0 103s01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 State of �/�/ 2�✓//? County of On `- �� s i! / /%%� before me G/9;1'�41 R,7i k7• Tcl S/✓�', / DATE n NAME,TITLE OF OFFICER-E,G 'JA E DOE,NOTARY PUBLIC" personally appeared v^ z �{ % NAME(S)OF GNER(s) Impersonally known to me --OIL --0 proved to me-on the basis of satisfactory evidence to be the person whose namE s�) is/q3 subscribed to the within instrument and ac- knowledged to me that he/s /the xecuted the same in his/he(/the authorized `x � ..:. ..- capaci ies� and that by his/he /e r' ELAINEL WEDEKINp SlgnatU rQN on the instrument the persor�, ' •;..= CONIM.;;1043357 Z ''� or the entityupon behalf of which the z y�, Natary Public—California 1 p rnv,rs)OE couNTY persons s acted, executed the instrument. My Comm.E;:pires FEB 3,19W WITNESS my hand and official seal. SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 91309-7184 • 103v01 ATTACHMENT NO. I DESCRIPTION OF SITE A PORTION OF PARCEL 1 OF PARCEL MAP BOOK 17 , PAGE 7, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 11 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS : COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 1 ; THENCE SOUTH 890 44 ' 25 " EAST, A DISTANCE OF 330 FEET, TO A POINT OF BEGINNING; THENCE SOUTH 890 44 ' 25" EAST, A DISTANCE OF 225 . 96 FEET; THENCE NORTH 00 20 ' 42 " EAST, A DISTANCE OF 514 . 44 FEET; THENCE NORTH 890 40' 33 " WEST, A DISTANCE OF 250 . 61 FEET; THENCE SOUTH 00 20 ' 15" WEST, A DISTANCE OF 94 . 99 FEET; THENCE SOUTH 890 40 ' 34 " EAST, A DISTANCE OF 24 . 50 FEET; THENCE SOUTH 00 20 ' 15 " WEST, A DISTANCE OF 419 . 70 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO - I 487/0140e4-txa2i3145e68 e01/27/98 TO GRANT DEED 0 103f;01 ATTACHMENT NO . 2 DESCRIPTION OF EASEMENT AREA BEING A PORTION OF PARCEL 2 OF PARCEL MAP 27976 , RECORDED IN BOOK 185 , PAGES 42 AND 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS : BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2 ; THENCE, ALONG THE WESTERLY LINE OF SAID PARCEL 2 , S 00° 20 ' 15 " W 215 . 01 FEET; THENCE S 890 40 ' 34 " E 15 . 00 FEET; THENCE, PARALLEL WITH THE SAID WESTERLY LINE, N 00° 20' 15" E 193 . 01 FEET; THENCE S 890 40 ' 34 " E 8 . 00 FEET; THENCE N 000 20 ' 15 " E 22 . 00 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 2 , SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF VISTA CHINO ROAD; THENCE, ALONG THE SAID NORTHERLY LINE, N. 89° 40 ' 34 " W 23 . 00 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO . 2 487/014084-(w12n145868 a02/2708 TO GRANT DEED 0 0 103f;oz ATTACllMUNT NO . 3 g.ga5Bh.41 P_ppjcT7(7b4_ OE. r"SMM-ba" CIL VISTA _ CWIND RHO N 09' 40' 34' V 0 N 09' 40' 34' V o P.O.B. 23 l o 0' is, E ~ ''++z2ppgg00 I 8.00� 40' 34' Soft Q4'aCgMP SAOM RIbM OF RtORESS MO EGRESS ti pm. W91. Ito. 138655•F, - N w aha�'ar y 5 b SCALE V -80' n ti S 09' 40. 74' C 15.90' a - I _A � O' a• , t =QMVlG"MUH0( INEERIN(3 SKEWI TO ACCOMPANY HAM4 t4Y: oxo LAUD k QM tkW4m1H0 A LEGAL [TESCRIPTION" "`ox ACCESS ANDcHEa E0 ay. oRc A 9=7cuc(114)77a-XZY UTT'KffV CASE'1~i<);NT DAM'trawa.a/� .. . .. . . - --- - Ls 6761 ja 9705 481101405400130079706.3 4mm>.ror TO GRANT ❑PED L:IABI DAM(Mi A-CORD. �CERTIFIC %INSURA ii i I ..� % PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE MENNE INSURANCE AGENCY, inic HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 71-301 YWY 111, SUITE 10 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. RANCHO MIRAGE CA 9227,0 COMPANIES AFFORDING COVERAGE COMPANY N,,,P,S,�' 7 A FIRST FINANCIAL IN CO PAREDES COMPANY DBA: EDWARD' S PLUMBING a EXPLORER IN Co 68-100 ENCINITAS COMPANY CATHEDRAL CITY CA 92234 - C CALIFORNIA COMPENSATION INS CO COMPANY D THIS 13 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CID POLICY EFFECTIVE POLICY EXPIRATION ITSTYPE OF INSURANCE POLICY NUMBER DATE(MMi DAM(MMI GENERAL LIABILITY BODILY INJURY OCC $ A X COMPREHENSIVE FORM F0253G413710 05/01/97 05/01/98 BODILY INJURY ASS $ X PREMISES/OPERATIONS PROPERTY DAMAGE OCC $ UNDERGROUND X EXPLOSION&COLLAPSE HAZARD -PROPERTY DAMAGE AGG $ PRODUCTS/COMPLETED OPER BI&BID COMBINED OCC $ 1 , 0001. 000 X CONTRACTUAL BI&PD COMBINED AGG ; 11000 , 00 X INDEPENDENT CONTRACTORS PERSONAL INJURY ASS $ X BROAD FORM PROPERTY DAMAGE FIRE LEG 50 , 000 1 PERSONAL INJURY MRT)TCAL 1 , 000 AUTOMOBILE LIABILITY BODILY INJURY It MY AUTO (Par person) 100 , 000 ALL OWNED AUTOS(Private Pam) BODILY INJURY $ ALL OWNED AUTOS (Par accident) 13 x (Other than Prwale PaYi 08/01/98 CBU1306507-02 08/01/97 300 , 000 X HIRED AUTOS PROPERTY DAMAGE $ X NON-OWNED AUTOS 50 , 000 GARAGE I BODILY INJURY& PROPERTY DAMAGE $ COMBINED EXCESS LIABILITY EACH OCCURRENCE IS UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND X TWCYSLIMBS � 1O6H- C EMPLOYERS'LIABILITY G97CIO4699 12/24/97 12/24/98 EL EACH ACCIDENT $ THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $ 11000 , 00 PA9TNERSlEKECUHVE OFFICEHS ARE. - — — - EL DISEASE-EA EMPLOYEE ,ti- 1 nnn - I OTHER DESCRIPTION OF OPERATONSLOCATONSNEHICLES/SPECLAL ITEMS CERTIFICATE HOLDER NAMED AS ADDITIONAL INSURED. JOB LOCATION: VISTA CHINO SENIOR HOUSING 1207 VISTA CHINO PALM SPRINGS CA 92262 be ADDITIONAL INSURED SHOULD MY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL CITY OF PALM SPRINGS 2() DAYS WFITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE I P .O. BOX 2743 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY PALM SPRINGS, CA 92263-2743 OF ANY KIND I THE COMPANY, US AGENTS OR REPRESENTATIVES AUT-Ii REPBESEI4 ACOR04" 00V %,:�QACORD COal"OhOdwi