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HomeMy WebLinkAbout00368C - REGINALD MOLLIE HALL OPA SAN RAFAEL PROPERTY IMPROVEMENT PA7B23 REQUEST FOR TREASURER'S RECEIPT TO: FINANCE DEPARTMENT, CASHIER DATE : October 1, 2001 �1 �0 TREASURER' S RECEIPT NO. FROM: OMB (REVENUE RECOVERY) (DEPARTMENT) r ACCEPT $ 15 , 195 . 67 FROM: REGINALD HALL PROMISSORY NOTE 2/11/98 FOR: PROMISSORY NOTE S 15 , 195 . 67 - PRINCIPAL S 14 , 775 . 00 A/C 811-12418 INTEREST $ 420 . 67 A/C 811-36101 CREDIT TO ACCT. NO PER DETAIL ABOVE BY ORDER NICK SINGER ( I i COLLECTOR CHECKS VERIFIED BY: ROMAN MARBLE' GRANITE P.O.BOX 2487 PALM SPRINGS,CA 92283 V60)318-1111 - � �`� /J 90.9824-1222 PAY n y DATE TO THE 1 ORDER OF "L1.OLLAR3 FIit47' N "wr awanos orwce ti 1 601 enn4urt�cugonwgr �qe �OMM ieoa8g1no.,CA8 FOR — .�,�—�L.� --'!��(/ /`✓-.. _. ` "r "'00L64311' 41: L222382Is- fl.4$oil 50288Loll" Palm Springs Senior The chase Manhattan Bank 15653 9090 Wilshire Boulevard 380 Madison Avenue Beverly Floor New York,NY 10017 Beverly Hills,CA 90211 1-21210 **** FOUR THOUSAND NINE HUNDRED EIGHTY TWO AND 95/100 - DOLLARS 09/27/01 PAY TO THE VOID.IF NOT CASHED WITHIN 90 DAYS FROM DATE OF.ISSUE ORDER OF City of Palm Springs P.O. Box 2743 3200 East Tahquitz Canyon Way Palm Springs, CA 92263 TWO SIGNATURES REQUIRED IF OVER$500 1180ISS5311' 1:0210000211: 304228SS'lo PAY**Fifteei Thousand One Hundred Ninety Five DOLLARS and Sixty Seven CENTS ** t - 8 TO ' rer•M THE SPRINGS COMMUNITY ESCROW DEMAND ACCOUNT , ORDER REDEVELOPMENT AGENCY ` First American Tit Insur ce Company . OF 3200 TAHQUITZ CANYON WAY' PALM SPRINGS CA 92263 Attn: MS.WOMACK Order#: 503527 e Il■ L553831" 1: 1220004961: 9L20049396III OF PALMS � N City of Palm Springs ° Department of Economic Development 3200 Tahquuz Canyon Way • Palm Springs,CaIiforma 92262 P'Oq i tr�_HW/{/F ORN\ TEL:(619)323-8259/8197•FAX:(619)322-8325 •TDD:(619)8649ri�27".e�l<�tly 1 ��e�)` July 22, 1998 Reginald T. Hall & Mollie M. Gray-Hall VIA CERTIFIED MAIL 898 Gateway Drive Palm Springs, CA 92262 Dear Reggie and Mollie: You are in default of a $15,000 loan received from the Palm Springs Community Redevelopment Agency. Please take action today to prevent foreclosure. The Redevelopment Agency has once again been notified by the City Clerk's office that you have not provided evidence of the insurance coverage required by the Owner's Participation Agreement approved March 6, 1996. I notified you in letters dated August 24, 1997 and March 24, 1998 of your non-compliance with that important requirement and the consequences of not doing so. I also provided you with information on the low-cost SPARTA insurance program available through the City's Risk Management Department, but have not heard from either you or the carrier whether you have signed up. Insurance is a critical issue to a public agency, and cannot be waived. The City's Finance Department has also reported that you have not paid the original two months' payments -- March and April -- but "chose" to begin your payments in May. The Promissory Not signed by you contained an amortization schedule that showed payments would begin in March, 1998. That places you, in essence, two months behind in payments. The Planning Department has notified the Agency that no action has been taken on your project since comments on your plans were returned to you on June 1. More than six months have elapsed since the Agency approved the amended OPA on December 17, 1997, and the project should be completed by now, according to the revised Schedule of Performance, but site inspections show that no work has been done in several weeks, or perhaps months. The Agency has little choice but to initiate foreclosure proceedings on the $15,000 direct loan to you, and to contemplate rescinding its 50% guarantee of your first loan with Hemet Federal. We will initiate action on fuly 30 1998 if no action is taken to correct the default. If this foreclosure is executed, it will effectively end your rehab of the property and you may end up losing the property to the bank. Even if you manage to retain the property, Post Office Box 2743 0 Palm Springs, California 92263-2743 t Reginald T. Hall Mollie M. Gray-Hall July 22, 1998 Page 2 these actions will adversely affect your ability to borrow funds for future improvements. Obviously, we do not want that to happen. We made the loan guarantee and the subsequent loan because we wanted the property improved and had confidence that you would be able to complete the job. However, according to the terms of the original agreement, you should have been finished by March, 1997 and the project appears nowhere near being completed. There are several steps you need to take today to prevent further action: 1. You need to buy the necessary insurance today. I included the sections of the OPA in my letters of August 1997 and March 1998, and have included them again in this letter. The same terms still apply. If you have already purchased insurance, bring a copy of your Certificate of Insurance to the City Clerk's office immediately. 2. Pay the past due balance on the loan. You cannot amend the terms of the loan to allow payments to begin in May, so you need to be caught up. Contact Anna Smith in the Finance Department today to make further arrangements. 3. Contact the Planning Department today to finalize your plans to complete your project. As soon as you have your approvals, finish Building A. With no further progress in the project, we must conclude that you are finished and have not lived up to the Project Description in the OPA. You need to address all of these issues in order to prevent further action from being taken. This is a serious matter. The future of your project is at stake. Please take action to correct these defaults today. irxe 1 ohn in Economic Develop?ntoordinator cc: Rob W. Parkins, City Manager Judith Sumich, City Clerk teginald Hall & Mollie Gray-Hall roperty Upgrade Assistance =IRST AMENDMENT AGREEMENT# 368C FIRST AMENDMENT TO OWNER PARTICIPATION I2es 1035, 12-17-97 THIS FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT ("Amendment") is made and entered into this day of i�j i %ri .;'c� 199,9 ("Effective Date"), by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, whose offices are located at P.O. Box 2743, 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 ("Agency") and Reginald T. Hall and Mollie M. Gray-Hall whose offices are located at 898 Gateway Drive, Palm Springs, CA 92262 ('Participant"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000, et seg.). B. Agency and Participant entered into that certain Owner Participation Agreement, dated March 13, 1996 ("Original Agreement"), concerning the development of the 'Project" as defined therein and, among other provisions, terms for the Agency to assist Participant in obtaining financing for certain real property improvements through a loan guarantee for a small group of buildings on San Rafael Road (Nos. 406, 408, 410 and 410a) in the City of Palm Springs, as more particularly described in the Original Agreement ('Property"). A copy of the Original Agreement is attached hereto as Exhibit "E". C. The parties desire to amend the Original Agreement to clarify certain terms pertaining to Agency's payments and Participant's obligations, as set forth hereinbelow. D. Any capitalized term not defined herein shall have the meaning ascribed to it in the Original Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby k nowledged, Agency and Participant agree as follows: 1. . Schedule of Performance. Exhibit "D" of the Original Agreement, the Schedule of Performance, shall be amended and replaced by the revised Schedule of Performance attached hereto as Exhibit "A". 2. Project Description. Exhibit "B" of the Original Agreement, the Description of Project, shall be amended and replaced by the revised Description of Project attached hereto as Exhibit "B". 627/014094-0006/3133585.1 102/03/98 3. Section 3.13 shall be added to the Original Agreement, which section shall be entitled "Agency Loan" and shall read as follows: Agency Loan. The Agency shall make a direct loan ("Loan") of fifteen thousand dollars ($15,000) to the Participant through the Highland Gateway Redevelopment Project Area Commercial Property Improvement Program to facilitate the completion of the Project. The Loan shall be evidenced by the Promissory Note Secured by Deed of Trust attached hereto as Exhibit "C" ("Note"). a. Disbursement of Loan. The Agency shall disburse the Loan proceeds to a construction account at Hemet Federal Bank, established for the Project prior to the execution of this Amendment. The Agency shall cause Hemet Federal Bank to disburse the payment of the Loan proceeds to the Participant, based on receipts submitted by Participant to the Agency for work performed at the Project and upon the Agency's approval of each payment of the Loan proceeds. The Agency shall have the right to withhold the Loan proceeds if it reasonably determines that the work performed is unsatisfactory, as defined in the scope of work in the Original Agreement. b. Participant's Repayment of Loan. Participant shall repay the Loan proceeds directly to the Agency pursuant to the terms of the Note at Exhibit "C". C. Deed of Trust. The Agency shall record a Third Deed of Trust ("Deed") against the property as security for the loan. A copy of the Deed is attached hereto as Exhibit "D". 4. Full Force and Effect. Except as amended by this Amendment, all of the terms, conditions, covenants, representations, warranties, obligations, and provisions of the Original Agreement shall remain in full force and effect. 5. Effective Date. The Effective Date of this Amendment shall be the date this Amendment is approved by the Agency at a regular or special meeting thereof, which date shall be inserted into the preamble to this Amendment. This Amendment may be signed in counterparts, each of which shall be deemed an original. [end- signature page follows] 627/014084-0006/3133585.1 a02/03/98 -2- IN WITNESS WHEREOF, Agency and Participant have entered into this Second Amendment as of the Effective Date. "AGENCY" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a ublic body, corporate and p ' is By: Executive Director ATTEST: City.,Clerk APPROVED AS TO FORM: RUTAN & TUCKER Agency Counsel "PARTICIPANT" Reginald T. Hall 7na,c 49E 4j-w,�y-F��O� Mollie M. Gray-Hall ` 62.7/014084-0006/3133585.1 a02/03/98 —3— EXHIBIT "A" SCHEDULE OF PERFORMANCE Description Date 1. Participant executes On or before March 6, 1996. and delivers Agreement to Agency. 2. Agency holds meeting On or before March 6, 1996. t o c o n s i d e r approving Agreement. 3. Participant to On or before March 6, 1996. submit plans and specifications for the Project to Agency for approval. 4 . Participant to On or before May 31, 1996. obtain permits and approvals necessary to construct the Project. 5. Participant to On or before April 1, 1996. submit identity of contractor(s) and form of construction contract to Agency. 6. Participant to On or before April 1, 1996. submit Bank Loan Documents to Agency for approval. 7. A g e n c y a n d On or before March 13 , 1996. Participant shall execute or cause to be executed the C C & R ' s , t h e Guaranty , the Indemnity Agreement, the Agency Deed of Trust, and the Bank Loan Documents. 8. Participant to On or before April 1, 1996. deliver Preliminary Title Report and copies of underlying documents to Agency. 9. Participant to Upon recordation of Bank Loan obtain policy of Documents and Agency Deed of title insurance for Trust. Agency Deed of Trust. 10. Participant to On or before March 1, 1998 . submit evidence of insurance to Agency. 11. Participant to On or before March 1, 1998 . commence rehabilita- tion of Project. 12 . Participant to Within 180 days of commence- complete rehabilita- ment. tion of the Project. 13 . Participant to Within one (1) year of this employ low or Agreement. moderate income person. 14. Participant to meet Quarterly for the first two (2) with SBDC. years of this Agreement. EXHIBIT "B" CHANGE IN PROJECT DESCRIPTION The project in the Agreement consisted primarily of minor rehabilitation of the retail spaces (especially 406 & 410a San Rafael), with the exception of Buildings B and C (408 & 410 San Rafael) which were to undergo more significant work in order to prepare the space for a small restaurant/diner. Some paving improvements to the parking lot would be necessary to accommodate the number of spaces required for the diner; however, the space at the rear of the property was to remain unpaved and unlighted. In addition, there was no funding available through the loan to construct a 6' block wall along the perimeter of the property. The revised project eliminates the rehabilitation of Building D (410a San Rafael) in favor of paving and lighting the real parking area. Participant will keep Building D in good repair but complete rehabilitation so that Building D is brought to a habitable condition suitable for leasing at a future date. Participant will complete rehabilitation of Building A (406) San Rafael) to a condition satisfactory to the Agency and shall lease Building A prior to leasing other buildings. Buildings B and C will be completed for use as a diner. Additional funding, as may be necessary, than that provided in the Agreement Project will be directed to landscaping and signage. Participant will also install a "post and cable" fencing treatment rather than a 6' block wall along the rear (north) and east boundaries of the Project. Participant has submitted a revised building/site plan with the Planning and Building Departments to reflect these changes. A copy of the plan shall be kept on file in the City Planning and Building Department. 627/048170-0271/3134518.2 a02/03/98 EXIIJBIT "C" DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY DEED OF TRUST $ 15,000 , 199 Palm Springs, California FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a municipal corporation ("Holder"), at a place designated by Holder, the principal sum of FIFTEEN THOUSAND DOLLARS ($15.0001, together with interest thereon at Six Percent (6%) per annum commencing February 1, 1998 ("Interest Accrual Commencement Date"). 1. Repayment by Maker. For a period of thirty-six (36) months, Maker shall pay monthly installments of interest only in the amount of Seventy-Five DOLLARS ( 75.00 each to Holder in lawful money of the United States, commencing on the first day of the first full calendar month following the calendar month during which the Interest Accrual Commencement Date occurs and continuing on the first day of each calendar month thereafter until the thirty-seventh month; commencing in the thirty-seventh month, Maker shall pay monthly installments of interest and principal in the amount of Three Hundred Fifty-Two and 28/100 DOLLARS ( 352.28) each to Holder in lawful money of the United States, commencing on the first day of the thirty-seventh full calendar month following the calendar month during which the Interest Accrual Commencement Date occurs and continuing on the first day of each calendar month thereafter for forty-eight months until principal and interest has been fully paid; provided that the payment due on the first day of the first full calendar month following the calendar month during which the Interest Accrual Commencement Date occurs shall be prorated based on a thirty (30) day month. If not sooner paid, the unpaid principal balance and accrued interest hereunder shall be due and payable on December 1, 2004. Any payments made by Maker in payment of this Note shall be applied first to the interest then accrued and due on the unpaid principal balance under this Note, and the remainder of each payment shall be applied to the reduction of the unpaid principal. 2. Disbursement. The proceeds of said loan shall be disbursed by the Agency to a construction loan account at Palm Springs Savings Bank ("Bank") in Maker's name, and shall be disbursed by Bank to Maker against receipts and invoices for construction materials purchased and work performed at the project on San Rafael Road in Palm Springs. Bank will not collect any interest on the Agency's loan proceeds from Maker. EXHIBIT "C" TO FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT -1- 3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty. 4. Note Secured by Deed of Trust. This Note is secured by a Deed of Trust and Assignment of Rents of even date herewith, encumbering certain real property located in the County of Riverside, State of California, more particularly described therein, and any other instruments, now or hereafter executed by Maker in favor of Holder, which in any manner constitute additional security for this Note ("Deed of Trust"). 5. Late Charge. Maker agrees that if Maker fails to make any payment provided for herein more than ten (10) days after the due date thereof, it would be impracticable or extremely difficult to fix the actual damages resulting therefrom to Holder, and, therefore, Maker hereby agrees to pay to Holder a late charge equal to five percent (5%) of any payment which is not made within ten (10) days after the due date thereof, not as a penalty, but for the purpose of defraying the expenses incident to handling such delinquent payment. Such late charge represents the reasonable estimate of a fair average compensation for the loss that may be sustained by Holder due to the failure of Maker to make timely payments. Such late charge shall be paid without prejudice to the right of Holder to collect any other amount provided to be paid or to declare a default under this Note or the Deed of Trust securing same. Such late charge shall be payable not later than thirty (30) days after the due date of the delinquent payment and shall be secured by the Deed of Trust. 6. Acceleration of Obli ag tion. Upon the failure to make payment of any installment due under this Note as and when the same becomes due and payable (whether by extension, acceleration or otherwise), or in the event of default under the Deed of Trust, or any breach of any other promise or obligation in this Note or in any other instrument now or hereafter securing the indebtedness evidenced hereby, then, and in any of such events, Holder may, at its option, declare this Note and the entire indebtedness hereby evidenced, including, without limitation, all accrued interest, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity, and notice of the exercise of said option is hereby expressly waived by Maker. 7. Collection Costs: Attorneys' Fees. If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs of collection, including, but not limited to, attorneys' fees and all expenses incurred in connection with the protection or realization of the collateral securing the payment hereof or enforcement of any guarantee, incurred by Holder on account of such collection, whether or not suit is filed hereon. 8. Waivers by Maker. Maker and all endorsers, guarantors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note and any and all other notices or matters of a like nature, and consent to any and all renewals and extensions near the time of payment hereof and agree further EXHIBIT "C" TO FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT -2- that at any time and from time to time without notice, the terns of payment herein may be modified or the security described in any documents securing this Note released in whole or in party or increased, changed or exchanged by agreement between Holder and any owner of the premises affected by said documents securing this Note, without in any way affecting the liability of any party to this Note or any persons liable or to become liable with respect to any indebtedness evidenced hereby. 9. Due on Sale; Due on Encumbrance. In the event Maker shall, directly or indirectly, voluntarily or involuntarily, sell, enter into a contract of sale, assign, transfer, dispose of, alienate or further encumber or agree to sell, enter into a contract of sale, alienate, assign, transfer or dispose of all or any portion of any interest in the property which is the subject of the Deed of Trust without obtaining Holder's prior written approval, then, or at any time thereafter, Holder, at its option, may declare the entire indebtedness evidenced hereby immediately due and payable. 10. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 11. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder. No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. 2. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note or the Deed of Trust or the obligation secured thereby shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure. 3. Usury. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. 4. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. EXHIBIT "C" TO FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT -3- IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "Maker" EXHIBIT "C" TO FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT -4- EXHIBIT "D" Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: RonComrr�un> y Redev lognent Agency of the City of gs, ali o ra P. O. Box 2743 Palm Springs, CA 92263 Attn: Executive Director SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made 1998, between REGINALD T. HALL & MOLLIE M. GRAY-HALL, herein called TRUSTOR, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, herein called BENEFICIARY, WITNESSETH: That Truster grants to Trustee in trust, with power of sale, that property in the City of Palm Springs, County of Riverside, State of California, described as: That portion of the east half of the east half of the southwest quarter of the southeast quarter of Section 34, Township 3 south, Range 4 east. San Bernardino Base and Meridian,particularly described as follows: Beginning at the southwest comer of said east half of the east half of the southwest quarter of the southeast quarter of said Section 34; thence easterly on the south line of said section, 75 feet; thence north and parallel to the west line of the east half of the east half of the southwest quarter of the southeast quarter of said section,260 feet;thence west and parallel with the south line of said section,75 feet to the west line thereof;thence south on the west line of said east half of the east half of the southwest quarter of the southeast quarter of said section,260 feet to the point of beginning. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing 0) sums, with interest thereon, set forth in that certain Indemnity Agreement of even date herewith between Truster and Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Truster, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: EXHIBIT "D" TO FIRST AMENDMENT TO OWNER PARTICIPATION AGREEMENT 0 COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumes 166 1307 Siskiyou 506 762 Amador 133 43B Lassen 192 367 Riverside 3778 347 Solana 1287 621 Butte 1330 513 Los Angeles T-3878 B74 Sacramento 6039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colas. 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 665 Contra Costs 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 596 El Daredo 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modac 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 367 239 Santa Clara 6626 664 Yale 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 600 633 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. Signature of Trustor Signature of Trustor } 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 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. Signature (This area for official notarial seal) (CONTINUED ON NEXT PAGE) 1158(1/94) 0 DO NOT RECORD 0 The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust,Truster agrees: 1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Truster. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Truster fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Truster and without releasing Truster from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: 1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Truster in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Truster in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Truster, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Truster, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. (CONTINUED ON NEXT PAGE) 1158(1194) 0 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any,to the person or persons legally entitled thereto. 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONV TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyanceto Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. (CONTINUED ON NEXT PAGE) DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. PROMISSORY NOTE SECURED BY DEED/ OF TRUST $ 15,000 �e-6' . // 1992 Palm Springs, California FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a municipal corporation ("Holder"), at a place designated by Holder, the principal sum of FIFTEEN THOUSAND DOLLARS ($15 0001, together with interest thereon at Six Percent (6%) per annum commencing February 1, 1998 ("Interest Accrual Commencement Date"). 1. Renavment by Maker. For a period of thirty-six (36) months, Maker shall pay monthly installments of interest only in the amount of Seventy-Five DOLLARS 75.00 each to Holder in lawful money of the United States, commencing on the first day of the first full calendar month following the calendar month during which the Interest Accrual Commencement Date occurs and continuing on the first day of each calendar month thereafter until the thirty-seventh month; commencing in the thirty-seventh month, Maker shall pay monthly installments of interest and principal in the amount of Three Hundred Fifty-Two and 28/100 DOLLARS 352.28 each to Holder in lawful money of the United States, commencing on the first day of the thirty-seventh full calendar month following the calendar month during which the Interest Accrual Commencement Date occurs and continuing on the first day of each calendar month thereafter for forty-eight months until principal and interest has been fully paid; provided that the payment due on the first day of the first full calendar month following the calendar month during which the Interest Accrual Commencement Date occurs shall be prorated based on a thirty (30) day month. If not sooner paid, the unpaid principal balance and accrued interest hereunder shall be due and payable on December 1, 2004. Any payments made by Maker in payment of this Note shall be applied first to the interest then accrued and due on the unpaid principal balance under this Note, and the remainder of each payment shall be applied to the reduction of the unpaid principal. 2. Disbursement. The proceeds of said loan shall be disbursed by the Agency to a construction loan account at Palm Springs Savings Bank ("Bank") in Maker's name, and shall be disbursed by Bank to Maker against receipts and invoices for construction materials purchased and work performed at the project on San Rafael Road in Palm Springs. Bank will not collect any interest on the Agency's loan proceeds from Maker. 3. Prepayment. This Note may be prepaid in whole or in part at any time without penalty. feu `,i.; " r ,, • rn: r 4. Note Secured by Deed of Trust. This Note is secured by a Deed of Trust and Assignment of Rents of even date herewith, encumbering certain real property located in the County of Riverside, State of California, more particularly described therein, and any other instruments, now or hereafter executed by Maker in favor of Holder, which in any manner constitute additional security for this Note ("Deed of Trust"). 5. Late Charee. Maker agrees that if Maker fails to make any payment provided for herein more than ten (10) days after the due date thereof, it would be impracticable or extremely difficult to fix the actual damages resulting therefrom to Holder, and, therefore, Maker hereby agrees to pay to Holder a late charge equal to five percent (5%) of any payment which is not made within ten (10) days after the due date thereof, not as a penalty, but for the purpose of defraying the expenses incident to handling such delinquent payment. Such late charge represents the reasonable estimate of a fair average compensation for the loss that may be sustained by Holder due to the failure of Maker to make timely payments. Such late charge shall be paid without prejudice to the right of Holder to collect any other amount provided to be paid or to declare a default under this Note or the Deed of Trust securing same. Such late charge shall be payable not later than thirty (30) days after the due date of the delinquent payment and shall be secured by the Deed of Trust. 6. Acceleration of Obligation. Upon the failure to make payment of any installment due under this Note as and when the same becomes due and payable (whether by extension, acceleration or otherwise), or in the event of default under the Deed of Trust, or any breach of any other promise or obligation in this Note or in any other instrument now or hereafter securing the indebtedness evidenced hereby, then, and in any of such events, Holder may, at its option, declare this Note and the entire indebtedness hereby evidenced, including, without limitation, all accrued interest, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity, and notice of the exercise of said option is hereby expressly waived by Maker. 7. Collection Costs: Attomeys' Fees. If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs of collection, including, but not limited to, attorneys' fees and all expenses incurred in connection with the protection or realization of the collateral securing the payment hereof or enforcement of any guarantee, incurred by Holder on account of such collection, whether or not suit is filed hereon. 8. Waivers by Maker. Maker and all endorsers, guarantors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note and any and all other notices or matters of a like nature, and consent to any and all renewals and extensions near the time of payment hereof and agree further that at any time and from time to time without notice, the terms of payment herein may be modified or the security described in any documents securing this Note released in whole or in party or increased, changed or exchanged by agreement between Holder and any owner of the premises affected by said documents securing this Note, without in any way affecting the liability of any party to this Note or any persons liable or to become liable with respect to any indebtedness evidenced hereby. -2- 9. Due on Sale: Due on Encumbrance. In the event Maker shall, directly or indirectly, voluntarily or involuntarily, sell, enter into a contract of sale, assign, transfer, dispose of, alienate or further encumber or agree to sell, enter into a contract of sale, alienate, assign, transfer or dispose of all or any portion of any interest in the property which is the subject of the Deed of Trust without obtaining Holder's prior written approval, then, or at any time thereafter, Holder, at its option, may declare the entire indebtedness evidenced hereby immediately due and payable. 10. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 11. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder. No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. 2. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note or the Deed of Trust or the obligation secured thereby shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure. 3. Usury. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. 4. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "Maker" -3- Amortization of Redevelopment Agency Loan to Reginald T. Hall and Mollie M. Gray-Hall Principal Amount: $15,000 Terms 6.00% for first three years, interest only 7.50% for next four years, principal and interest Balance Year Month Payment Due Principal Interest 1998 Feb $75.00 $15,000.00 $0.00 $75.00 Mar $75.00 $15,000.00 $0.00 $75.00 Apr $75.00 $15,000.00 $0.00 $75.00 May $75.00 $15,000.00 $0.00 $75.00 Jun $75.00 $15,000.00 $0.00 $75.00 Jul $75.00 $15,000.00 $0.00 $75.00 Aug $75.00 $15,000.00 $0.00 $75.00 Sep $75.00 $15,000.00 $0.00 $75.00 Oct $75.00 $15,000.00 $0.00 $75.00 Nov $75.00 $15,000.00 $0.00 $75.00 Dec $75.00 $15,000.00 $0.00 $75.00 1999 Jan $75.00 $15,000.00 $0.00 $75.00 Feb $75.00 $15,000.00 $0.00 $75.00 Mar $75.00 $15,000.00 $0.00 $75.00 Apr $75.00 $15,000.00 $0.00 $75.00 May $75.00 $15,000.00 $0.00 $75.00 Jun $75.00 $15,000.00 $0.00 $75.00 Jul $75.00 $15,000.00 $0.00 $75.00 Aug $75.00 $15,000.00 $0.00 $75.00 Sep $75.00 $15,000.00 $0.00 $75.00 Oct $75.00 $15,000.00 $0.00 $75.00 Nov $75.00 $15,000.00 $0.00 $75.00 Dec $75.00 $15,000.00 $0.00 $75.00 2000 Jan $75.00 $15,000.00 $0.00 $75.00 Feb $75.00 $15,000.00 $0.00 $75.00 Mar $75.00 $15,000.00 $0.00 $75.00 Apr $75.00 $15,000.00 $0.00 $75.00 May $75.00 $15,000.00 $0.00 $75.00 Jun $75.00 $15,000.00 $0.00 $75.00 Jul $75.00 $15,000.00 $0.00 $75.00 Aug $75.00 $15,000.00 $0.00 $75.00 Sep $75.00 $15,000.00 $0.00 $75.00 Oct $75.00 $15,000.00 $0.00 $75.00 Nov $75.00 $15,000.00 $0.00 $75,00 Dec $75.00 $15,000.00 $0.00 $75.00 2001 Jan $75.00 $15,000.00 $0.00 $75.00 Feb $362.68 $14,731.07 $268.93 $93.75 Mar $362.68 $14,460.45 $270.61 $92.07 Apr $362.68 $14,188.15 $272.31 $90.38 May $362.68 $13,914.14 $274.01 $88.68 Jun $362.68 $13,638.42 $275.72 $86.96 Jul $362.68 $13,360.98 $277.44 $85.24 Aug $362.68 $13,081.80 $279.18 $83.51 Sep $362.68 $12,800.88 $280.92 $81.76 Oct $362.68 $12,518.20 $282.68 $80.01 Nov $362.68 $12,233.75 $284.44 $78.24 Dec $362.68 $11,947.53 $286.22 $76.46 2002 Jan $362.68 $11,659.52 $288.01 $74.67 Feb $362.68 $11,369.71 $289.81 $72.87 Mar $362.68 $11,078.08 $291.62 $71.06 Apr $362.68 $10,784.64 $293.45 $69.24 May $362.68 $10,489.36 $295.28 $67.40 Jun $362.68 $10,192.23 $297.13 $65.56 Jul $362.68 $9,893.25 $298.98 $63.70 Aug $362.68 $9,592.40 $300.85 $61.83 Sep $362.68 $9,289.67 $302.73 $59.95 Oct $362.68 $8,985.05 $304.62 $58.06 Nov $362.68 $8,678.52 $306.53 $56.16 Dec $362.68 $8,370.08 $308.44 $54.24 2003 Jan $362.68 $8,059.71 $310.37 $52.31 Feb $362.68 $7,747.40 $312.31 $50.37 Mar $362.68 $7,433.13 $314.26 $48.42 Apr $362.68 $7,116.91 $316.23 $46.46 May $362.68 $6,798.70 $318.20 $44.48 Jun $362.68 $6,478.51 $320.19 $42.49 Jul $362.68 $6,156.32 $322.19 $40.49 Aug $362.68 $5,832.11 $324.21 $38.48 Sep $362.68 $5,505.88 $326.23 $36.45 Oct $362.68 $5,177.61 $328.27 $34.41 Nov $362.68 $4,847.29 $330.32 $32.36 Dec $362.68 $4,514.90 $332.39 $30.30 2004 Jan $362.68 $4,180.43 $334.47 $28.22 Feb $362.68 $3,843.88 $336.56 $26.13 Mar $362.68 $3,505.22 $338.66 $24.02 Apr $362.68 $3,164.44 $340.78 $21.91 May $362.68 $2,821.54 $342.91 $19.78 Jun $362.68 $2,476.49 $345.05 $17.63 Jul $362.68 $2,129.28 $347.21 $15.48 Aug $362.68 $1,779.91 $349.38 $13.31 Sep $362.68 $1,428.35 $351.56 $11.12 Oct $362.68 $1,074.59 $353.76 $8.93 Nov $362.68 $718.62 $355.97 $6.72 Dec $362.68 $360.43 $358.19 $4.49 2005 Jan $362.68 ($0.00) $360.43 $2.25 $15,000.00 $5,108.81 i 062557 Order No. Escrow No. RECEIVED FOR RECORD Loan No. AT 8:f1UAM 4QF_, of WHEN RECORDED M' L TO: FEB 24 1998 iiruded in Ofiical Records &aMr upnttyglted¢�c�0 Is, Agency of[he City of of Rh wdda cwry;UNamlR P. O. Borrxuuii27433 Recordol ri Palm Springs, CA 92263 Fees$-- --_•- Attn: Exroeutiw-B+swmr �11i 71� i SPACE ABOVE THIS LINE FOR RECORDER'S USE ,v DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made ,-)9 —/i 1998, between REGINALD T. HALL & MOLLIE M. GRAY-HALL,, herein called TRUSTOR, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, herein called BENEFICIARY, WITNESSETH: That'.Trustor grants to Trustee in trust, with power of sale, that property in the City of Palm Springs, County of Riverside, State of California, described as: That portion of the east halt of the east half of the southwest quarter of the southeast quarter of Section 34, Township 3 south, Range 4 east. San Bernardino Base and Meridian,particularly described as follows: Beginning at the southwest comer of said east half of the east half of the southwest quarter of the southeast quarter of said Section 34;thence easterly on the south line of said section, 75 feet; thence north and pua➢el to the west line of the east half of the c"half of the southwest quarter of the southeast quarter of said section,260 feet;thence west and parallel with the south line of said section,75 feet to the west line thermF,thence south on the west line of said east half of the cast half of the southwest quarter of the southeast quarter of said section,260 feet to the point of beginning. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) sums, with interest thereon, set forth in that certain Indemnity Agreement of even date herewith between Trustor and Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 12BB 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine f I 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 606 762 Amador 133 43B Lassen 192 367 Riverside 377E 347 Solana 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 186 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Maria 1849 122 San Bernardino 6213 768 Sutter 656 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 163 Dal Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2630 108 Fresno 5052 623 Made. 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yale 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 166 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. tna%r o ustor pn n Signature of Trustor �� •J (Al STATE OF CALIFQ NIA � )as COUNTY OF _i'.C-C/11d } On a ` / O before me, i&1A /R .f r�Jl)fn p� �✓ �` >r personally appeared i 4 o-y 1�"q � ,,pZ"Za C �(�i� �� C� �' personally known to me (.oc.-prone n-the-bads-of-satisfactory-evidence) to be rho perori6) whose namQ0isL6r9-)subscribed to the within instrument and acknowledged to me that he/she ey xecuted the same in his/her eir authorized capacit es , and that by his/he their signaturqfs) on the instrument the person@ or the entity upon behalf of which the person s) acted,-ex_gcuEedlhe.igStp4ropnt��� WITNESS my hand nd official seal. 4 ELAINE L.14rEDEKIP!® E� CJ! s COI'5ANI.;i iU4C957 Signature [ � �J ''� ;, ``�� `r'- '"C.: NctaN Public—California l (.. d `^'I RIVERSIDECCUNTV I( (f My Comm,E::plrus FE3 3.1999 I l (This area for official notarial seal) 1158(1/94) Reginald Nall , Mollie Gray- Comm Rehab PA7Q23-OPA AGREEMENT 68C R1001, 3-6-9-96 OWNER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT ("Agreement") is entered into this 151'A day of ka , 1996 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, whose offices are located at P.O. Box 2743 , 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 ("Agency") and Reginald T. Hall and Mollie M. Gray-Hall whose offices are located at 898 Gateway Drive, Palm Springs, CA 92262 ("Participant") . The Agency and the Participant hereby agree as follows: 1.0 DEFINITIONS. 1.1 Agency Deed of Trust. The term "Agency Deed of Trust" shall mean that certain Deed of Trust with Assignment of Rents attached hereto as Exhibit "H". 1.2 Bank. The term "Bank" shall mean Palm Springs Savings Bank, a federal savings bank, having its offices at 420 South Palm Canyon Drive, Palm Springs, California 92263. 1.3 Bank Loan. The term "Bank Loan" shall mean that certain loan from Bank to Participant in the original principal amount of ($40,000) to be used to pay for the cost of the Project. 1.4 CC&Rs. The term "CC&Rs" shall mean that certain Declaration of Covenants, Conditions and Restrictions attached hereto as Exhibit "C" and incorporated herein by reference. 1.5 Certificate of Completion. The term "Certificate of Completion" shall mean that certain Certificate of Completion attached hereto as Exhibit "E" and incorporated herein by reference. 1.6 City. 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 92262. 1.9 Guaranty. The term "Guaranty" shall mean that certain Loan Guaranty attached hereto as Exhibit "F". 1.8 Indemnity Agreement. The term "Indemnity Agreement" shall mean that certain Indemnity Agreement attached hereto as Exhibit "G" . 1.7 Proiect. The term "Project" shall mean the rehabilitation of the improvements by the Participant upon the Site more particularly described on Exhibit "B" attached hereto and incorporated herein by reference. 1.10 Redevelopment Plan. The term "Redevelopment Plan" shall mean the Redevelopment Plan for the Highland Gateway Redevelopment Project Area ("Project Area") which was adopted by Ordinance Number 1231 of the City Council of City on December 20, 1984, as amended from time to time. 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 and made a part hereof as though fully set forth herein. 1.11 Schedule of Performance. The term "Schedule of Performance" shall mean that certain Schedule attached hereto as Exhibit "D" and incorporated herein by reference. 1.12 Site. The term "Site" shall mean that certain real property owned by Participant located in the Project Area, more particularly described on Exhibit "A" attached hereto and incorporated herein by reference. 2.0 PURPOSE OF AGREEMENT. The purpose of this Agreement is to effectuate the Redevelopment Plan for the Project Area by rehabilitating the Site within the Project Area. The rehabilitation of 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 .0 CONSTRUCTION OF THE PROJECT. 3 . 1 Plans and Specifications. The Participant shall construct the Project upon the Site in accordance with construction drawings, working specifications and related documents that have been submitted to and approved by the Agency in advance and in writing. 3 .2 Permits. Before commencement of construction of the Project, Participant shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. 3 .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 Participant acknowledges that the City retains such full police power as well. 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. 3.4 Costs of Construction. The cost of constructing the Project shall be borne by the Participant. Prior to commencement of the Project, Participant shall enter into one or more construction contracts for the construction of the major portions of the Project. The contractor shall be duly licensed by the State of California to perform the work required for the Project and shall have been approved by the Agency. Both the proposed construction contract and the contractor shall be approved in advance by the Executive Director of Agency, or his designee, prior to the commencement of any work on the Site. Participant hereby acknowledges that the Agency's approval of the contractor and the construction contract shall not be deemed a representation or warranty by the Agency that the contractor will perform the work in a workmanlike manner; the City assumes no responsibility or liability for any action or omission by any contractor performing work upon the Site and in no way guaranties any of the work to be done or materials to be supplied. 3.5 Construction Schedule. Participant 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 Participant and Agency. The Project shall be deemed complete upon the issuance of a Certificate of Completion as provided in Section 4.3 . 3 .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. 3 .7 Nondiscrimination Durina Construction. Participant, for itself and its successors and assigns, agrees that during the rehabilitation of the Project, Participant will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin. 3.8 Certificate of Completion. Upon written request by Participant, and upon satisfactory completion of the Project, Agency shall issue to Participant 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 Participant is entitled to issuance of the Certificate of Completion, and notwithstanding any other provision i of this Agreement to the contrary, any party then owning or there- after 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 CC&RS. The Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093. 3.9 Sale or Transfer of the Proiect. The Participant covenants that Participant shall not transfer the Site or any of its interests therein except as provided in this section 3.10. 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 Participant 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 Participant or its general partners or their respective shareholders. In the event any entity constituting Participant, its successor or the constituent partners of Participant or any successor of Participant, is a corporation or trust, such transfer shall refer to the transfer of the issued and outstanding capital stock of such corporation, of beneficial interests of such trust; in the event that any entity constituting Participant, its successor or the constituent partners of Participant or any successor of Participant is a limited or general partnership, such transfer shall refer to the transfer of more than twenty-five percent (25%) of such limited or general partnership interest; in the event that any entity constituting Participant, its successor or the constituent partners of Participant or any successor of Participant is a joint venture, such transfer shall refer to the transfer of more than twenty-five percent (25%) of the ownership and/or control of any such joint venture partner, taking all trans- fers into account on a cumulative basis. b. Agency Aboroval of Transfer Required. Prior to recordation of the Certificate of Completion and the reconveyance of the Agency Deed of Trust, Participant shall not Transfer this Agreement or any of Participant's rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except as provided below, without the prior written approval of Agency, and any such purported Transfer without such approval shall be null and void. In considering whether it will grant approval to any Transfer by Participant before the recordation of the Certificate of Completion, which Transfer requires Agency approval, Agency shall consider factors such as (i) whether the completion of the Project is jeopardized; (ii) the financial strength and capability of the proposed transferee to perform Participant's obligations hereunder; (iii) the proposed transferee's experience and expertise in the planning, financing, and rehabilitation of similar projects; (iv) whether the Transfer is for the purpose of financing the purchase or rehabilitation of the Site; and (v) whether the Bank loan will be repaid and the Guaranty will be terminated. In the absence of specific written agreement by Agency, no Transfer by Participant of all or any portion of its interest in the Site or this Agreement shall be deemed to relieve Participant or any successor party from any obligations under this Agreement. In addition, no attempted Transfer of any of Participant'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. r 3 . 10 Insurance and Indemnification. a. Insurance. Prior to the commencement of any construction by Participant of the Project, Participant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Agency, during the entire term of construction, the following policies of insurance: (i) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than either (A) a combined single limit of ONE MILLION DOLLARS ($1, 000, 000. 00) or (B) bodily injury limits of FIVE HUNDRED THOUSAND DOLLARS ($500, 000. 00) per person, ONE MILLION DOLLARS ($1,000, 000. 00) per occurrence and 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 ONE MILLION DOLLARS ($1, 000, 000.00) in the aggregate. (ii) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Participant, 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 Participant in the course of carrying out the work or services contemplated in this Agreement. (iii) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (A) bodily injury liability limits of $250, 000. 00 per person and $500, 000. 00 per occurrence and property damage liability limits of $100, 000. 00 per occurrence and $250,000. 00 in the aggregate or (B) combined single limit liability of $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 Participant pursuant to this Agreement. All of the above policies of 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 Participant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 3 . 12.1 to the Executive Director. No work or services under this Agreement shall commence until the Participant 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 Resister, 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. Participant shall provide in all contracts with contractors, subcontractors, architects and engineers that said contractor, subcontractor or engineer shall maintain the same policies of insurance required to be maintained by Participant pursuant to this Section. The Participant agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which the Participant may be held responsible for the payment of damages to any persons or property resulting from the Participant's activities or the activities of any person or persons for which the Participant is otherwise responsible. b. Indemnification. During the period of construction of any of the improvements pursuant to this Agreement and until such time as is issued a Certificate of Completion for the Project, Participant agrees to and shall indemnify and hold the Agency and the City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts done thereon or any errors or omissions of the Participant or its agents, servants, employees or contractors. Participant 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. 3. 11 Bank Loan. Guaranty, Indemnity Agreement and Agency Deed of Trust. On or before the date specified in the Schedule of Performance, Participant shall obtain the Bank Loan from Bank. The terms of the Bank Loan, as evidenced by the loan agreement, promissory note, deed of trust and other ancillary loan documents (collectively, the "Bank Loan Documents") shall be subject to the prior written approval of Agency, which approval may be withheld in Agency's sole and absolute discretion. Subject to the approval of the Bank Loan Documents by Agency, Agency agrees to execute the Guaranty, which shall guaranty the repayment to Bank of up to one- half of the original principal amount of the Bank Loan as more particularly set forth in the Guaranty. Concurrently with the execution of the Guaranty by Agency and Bank, Participant shall execute the Indemnity Agreement, pursuant to which Participant agrees to indemnify the Agency against any amounts paid by Agency to Bank under the Guaranty and the Agency Deed of Trust, which secures Participant's obligations under the Indemnity Agreement with a second lien against the Site, junior and subordinate to the Bank Loan Documents. The Guaranty, Indemnity Agreement and Agency Deed of Trust shall be deposited into the escrow for the Bank Loan. Upon the closing of Bank Loan, the escrow holder for the Bank Loan shall be instructed to record the Agency Deed of Trust and to deliver the Indemnity Agreement and a conformed copy of the Agency Deed of Trust to Agency. All costs and expenses incurred in connection with the recordation of the Deed of Trust including, but not limited to, escrow fees and recording fees shall be paid by Participant. 3 . 12 Title Insurance. Participant shall procure from a title insurance company acceptable to Agency a 1990 ALTA lender's policy of title insurance ("Title Policy") insuring Agency that the title to the Site is vested in Participant and that the Agency Deed of Trust is a valid second lien encumbering the Site, subject only to matters approved by Agency in writing. Participant shall be responsible for all costs and expenses of said Title Policy. 4 . 0 USE OF THE SITE. 4. 1 No Inconsistent Uses. Participant covenants and agrees that it shall not devote the Site to uses inconsistent with the Redevelopment Plan, the applicable zoning restrictions, this Agreement or the CC&Rs. 4.2 CC&Rs. Concurrently with the execution of this Agreement, Participant shall execute the CC&Rs and have the CC&Rs recorded against the Site. The CC&Rs shall be signed and acknowl- edged by all parties having record title interest in the Site, shall make the Agency and City parties thereto and shall be enforceable by the Agency and the City. 4.3 Creation of Job Opportunity. Within twelve (12) months of the date of this Agreement, Participant covenants and agrees to employ at the Site one (1) new person of low or moderate income, as such term is defined in Section 50093 of the California Health & Safety Code. Participant shall provide Agency such documentation as Agency may reasonably request to verify that Participant has complied with the terms of this Section. 4.4 Business Counseling. For a period of two (2) years from the date of this Agreement, Participant shall work with the Coachella Valley Small Business Development Center ("SBDC") to develop a system of financial controls and accounting procedures for the operation of the Project. Participant agrees to meet with representatives of the SBDC on not less than a quarterly basis to monitor compliance with said financial controls and accounting procedures. Agency agrees to reimburse Participant for any cost charged by SBDC to provide said services within thirty (30) days of receiving an invoice therefore, provided that Agency shall have first approved the cost of said services in advance. 5. 0 ENFORCEMENT. 5.1 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. 5.2 Remedies. In addition to any other rights or remedies that may be available and subject to the requirements of Section 5. 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, Participant specifically acknowledges that Agency is entering into this Agreement for the purpose of assisting in the redevelopment of the Participant Property and the Public Parcel and not for the purpose of enabling Participant to speculate with land. 5.3 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. 5.4 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. 5.5 Attorneys' 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 in addition to whatever other relief to which it may be entitled. 6.0 MISCELLANEOUS. 6. 1 Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 6.2 Notices. Formal notices, demands, and communications between Agency, City and Participant shall be sufficiently given if personally delivered or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth above. 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. 6.3 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. 6.4 Nonliability of Agency Officials and Employees. No member, official, employee, or consultant of Agency or City shall be personally liable to Participant, or any successor in interest of Participant, in the event of any default or breach by Agency or for any amount which may become due to Participant or to its successor, or on any obligations under the terms of this Agreement. 6.5 Books and Records. 6.5.1 Maintenance of Books and Records. Participant shall prepare and maintain all books, records and reports necessary to substantiate Participantfs compliance with the terms of this Agreement or reasonably required by the Agency. 6.5.2 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 Participant pertaining to the Public Improvements as pertinent to the purposes of this Agreement. Said right of inspection shall not extend to documents privileged under attorney-client or other such privileges. 6.6 Modifications. Any alteration, change or modifica- tion 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. 6.7 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. 6.8 Assurances to Act in Good Faith. Agency and Participant 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 Participant shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval. 6.9 Severability. 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. IN WITNESS WHEREOF the Agency and Participant have executed this Agreement as of the date first written above. "AGENCY" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic By: By: A s1stant Secretary �G Trxe utive Director < CCC r� d rai�;Is. NO. 1 OOi 3 -(e V 330r APPROVED AS TO FORM: RUTAN TUCKER Agency `Counsel "PARTICIPANT" -k,rmkA,I,rJ"I 1. &12, Reginald T. Hall An, Lr - e'er Mollie M. Gr y-Hall EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE The Property is that certain real property located in the City of Palm Springs, County of Riverside, State of California, described a follows: That portion of the east half of the east half of the southwest quarter of the southeast quarter of Section 34, Township 3 south, Range 4 east. San Bernardino Base and Meridian, particularly described as follows: Beginning at the southwest corner of said east half of the east half of the southwest quarter of the southeast quarter of said Section 34; thence easterly on the south line of said section, 75 feet; thence north and parallel to the west line of the east half of the east half of the southwest quarter of the southeast quarter of said section, 260 feet; thence west and parallel with the south line of said section, 75 feet to the west line thereof; thence south on the west line of said east half of the east half of the southwest quarter of the southeast quarter of said section, 260 feet to the point of beginning. z EXHIBIT "B" DESCRIPTION OF PROJECT The Project shall consist of the following: The applicant shall rehabilitate three small structures on the subject property for commercial use. Work shall include, but is not limited to, the following: Interior and exterior painting, repairing or replacing doors and dorrframes, repairing or replacing interior ceilings, upgrading the plumbing and electrical systems to current building codes, replacing light fixtures, repairing heating and air conditioning systems, adding fire extinguishers and fire exit signs, grading and paving the parking areas, masonry work for a block wall at the property line. 0107757 RECEIVED FOR RECORD AT 8;00 O`CLOCK FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: MAR 2 71996 Community Redevelopment Agency of the City of Palm Springs Reginald Hall, Mollie Gray-Hall P. O. Box 2743 Comm Rehab PA7B23 - OPA Palm Springs, CA 92263 AGREEMENT #368C Attn: R1001, 3-6-96 CC&Rs Exec Exh "C" (For Recorder's Use Only) DECLARATION OF COVENANTS CONDITIONS AND RESTRICTIONS THIS DECLARATION OF COVENVTS, CONDITIONS AND RESTRICTIONS ("Declaration") is made this ^ day of /tAL.-CA , 1996 by and among Reginald T. Hall and Mollie M. Gray-Hall ("Declarant") , the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Agency") , and THE CITY OF PALM SPRINGS, a municipal corporation ("City") . R S C 1 T A L S A. Declarant is the owner of that certain real property located in the City of Palm Springs, County of Riverside, State of California more particularly described on Exhibit 111" attached hereto and incorporated herein by reference ("Property") . B. The Property is within the Highland-Gateway Redevelopment Project Area ("Project Area") specifically described in the Redevelopment Plan for the Project Area which was approved and adopted by the City Council of the City of Palm Springs by Ordinance No. 1231 on December 20, 1984 and as subsequently amended by means of ordinances of the City Council. C. The Agency and the City have fee or easement interests in various streets, sidewalks and other property within the City and are responsible for the planning and development of land within the City in such a manner so as to provide for the health, safety and welfare of the residents of the City. That portion of the Agency's interest in real property most directly affected by this Agreement is depicted in Exhibit "2" attached hereto and incorporated herein by reference ("Public Parcel") . D. The purpose of the Redevelopment Plan is to remedy and alleviate blighted conditions associated with undeveloped and unproductive land, inadequate street and circulation systems, unsuitable land mixes, inadequate or total lack of public street improvements, and the existence of substandard and incompatible uses and structures. The redevelopment and restriction of the Property in accordance with the Redevelopment Plan will promote the utility and value of the Property and of the Project Area, for the benefit of its future owners and the entire city. E. Pursuant to the Redevelopment Plan, Declarant has entered into an Owner Participation Agreement with the Agency which Agreement places certain restrictions on the Property. Pursuant to the City's development requirements, the City has approved or will approve a site plan for the development of the Property ("Site Plan") , which plan places certain restrictions on the Property. Said Redevelopment Plan, Owner Participation Agreement and Site Plan (i) are on file and may be reviewed in the office of the executive director of the Agency ("Executive Director") , in the Palm Springs City Hall and (ii) are each incorporated herein by this reference and made a part hereof as though fully set forth herein. F. Declarant, the Agency and City intend, in exchange for the entering into the Owner Participation Agreement by the Agency and the approval of the Site Plan by City, that the Declarant hold, sell, and convey the Property subject to the covenants, conditions, restrictions, and reservations set forth in this Declaration and that the Agency and City shall have the right and power to enforce the covenants, conditions, restrictions, and reservations as provided herein. G. Declarant desires to establish and grant certain covenants, conditions and restrictions upon the property for the benefit of the Agency and the City and their respective successors and assigns for the purpose of enhancing and protecting the value, desirability and attractiveness of the Property and effectuating the Redevelopment Plan. Such covenants, conditions and restrictions shall run to the benefit of the Public Parcel and bind the Property, the Declarant and its successors and assigns. NOW, THEREFORE, the Developer, Agency and City declare, covenant and agree, by and for themselves, their heirs, executors and assigns, and all persons claiming under or through them that the Property shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants and restrictions hereinafter set forth, which covenants are established expressly and exclusively for the use and benefit of the Agency and City. TERMS AND CONDITIONS ARTICLE I COVENANTS, CONDITIONS AND RESTRICTIONS 1. 1 General. The Property shall be developed and used only as permitted by the restrictions contained in the Site Plan, Redevelopment Plan and Owner Participation Agreement. 1.2 Maintenance Agreement. Declarant, for itself and its successors and assigns, hereby covenants and agrees to maintain and repair or cause to be maintained and repaired the Property and all 1077,57 related on-site improvements and landscaping thereon at its sole cost and expense, including, without limitation, buildings, parking areas, lighting, signs and walls, in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction over the Property. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal; (ii) the care and replacement of all shrubbery, plantings, and other landscaping in a healthy condition; and (iii) the repair, replacement and restriping of asphalt or concrete paving using the same type of material originally installed, to the end that such pavings at all times be kept in a level and smooth condition. In addition, Declarant shall be required to maintain the Property in such a manner as to avoid the reasonable determination of a duly authorized official of the Agency or City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within one thousand (1,000) feet of such portion of the Property. 1.3 Parking and Driveways. The driveways and traffic aisles on the Property shall be kept clear and unobstructed at all times except as is necessary for (i) construction or excavation on the Property and (ii) activities to prevent a public dedication of the Property or the accrual of prescriptive rights over the Property. No vehicles or other obstruction shall project into any of such driveways or traffic aisles. Declarant shall use its best efforts to insure that vehicles associated with the operation of the Property, including delivery vehicles, vehicles of customers and employees and vehicles of persons with business on the Property will park solely on the Property and not park on public streets or adjacent property. 1.4 Compliance With Ordinances. 1.4. 1 Declarant shall comply with all ordinances, regulations and standards of the City and Agency applicable to the Property. 1.4.2 Declarant shall provide any proposed tenants of any portion of the Property with a copy of the conditions to approval of the Site Plan and this Declaration and shall, prior to entering into any lease agreement, have the proposed tenant execute an affidavit agreeing to comply with the provisions of this Declaration. All lease agreements shall be in writing and shall contain provisions which make compliance with the conditions of the Site Plan and this Declaration and the requirements of the City relating to signs, permits and business licenses express covenants of the Lease. 1.4. 3 Declarant shall comply with all rules and regulations of any assessment district of the City with jurisdiction over the Property. 1.5 Nondiscrimination. 1.5.1 There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, nor shall Declarant, 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 Property, or any part thereof. 1.5.2 Declarant shall not restrict the rental, sale or lease of any portion of the Property on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. Any and all agreements relating to the rental, sale or lease of the Site, or any portion thereof, and shall contain the following nondiscrimination and nonsegregation clauses (or clauses substantially similar thereto) : 1. 5.2. 1 Clause for Deeds. The following language shall appear in deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any persons claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " 1.5.2 .2 Clause for Leases. The following language shall appear in leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of 'tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." 1.5.2.3 Clause for Contracts. The following language shall appear in contracts: "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, ancestry or national origin in the sale, lease, transfer, use, occupancy, tenure or enjoyment of land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of land. " 1. 6 Outside Storage. No storage of any kind shall be permitted outside the building(s) located on the Property except for trash or other storage in any outside storage areas approved by the Agency or as required by law. Adequate trash enclosures shall be provided and screened. Locations of such areas and types of screening must be approved by the Executive Director. Gates for trash storage area shall be kept closed at all times except when in actual use. 1.7 Buildings and Equipment. Any construction, repair, modification or alteration of any buildings, equipment, structures or improvements on the Property shall be subject to the following restrictions: 1.7.1 All mechanical and electrical fixtures and equipment to be installed on the roof or on the ground shall be adequately and decoratively screened. The screening must blend with the architectural design of the building(s) . Equipment on the roof must be at least six (6) inches lower than the parapet line and adequately screened. All details and materials of said screening shall be approved by the Executive Director prior to installation. 1.7.2 The texture, materials and colors used on the buildings, as well as the design, height, texture and color of fences and walls shall be subject to the approval of the Executive Director. 1.7.3 No sirens, outside paging, or any type of signalization shall be permitted, except approved alarm systems. 1.7.4 Signs on the Property shall conform to the standards and ordinances of the City and to a uniform design theme approved by the Agency. Any signs installed on the Property shall conform to said design scheme and shall be approved by the Executive Director prior to installation. 1.7.5 Lights installed on the building shall be a decorative design. No lights shall be permitted which may create any glare or have a negative impact on the residential areas, if any, existing around the Property. No light stand on any portion of the Property shall be higher than fifteen (15) feet. The design and location of any lights shall be subject to the approval of the Executive Director. 1.7.6 No fences, signs, gas pumps, or any other similar facilities shall be constructed or provided on the Property without the prior approval of the Executive Director. 1.7.7 Manufacturing plant use may be permitted on the Property, subject to the limitations provided in the Municipal Code of the City. Specifically, prior to such use, suitable evidence must be provided to the Executive Director that no negative environmental effect shall be caused by reason of odor, noise, glare, vibration, fumes, smoke, particulate matter, refuse matter, and that no unsafe or dangerous conditions are to be created such as the manufacture, use or storage of explosive, radioactive materials or other similarly hazardous materials. 1.8 Prohibition on Transfers. Prior to the recordation of the Certificate of Completion pursuant to Section 3.8 of the Owner Participation Agreement, Declarant shall not transfer the Owner Participation Agreement or any of Declarant's rights thereunder, or any interest in the Property or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except in accordance with Section 3 .9 of the Owner Participation Agreement. 1.9 Public Agency Rights of Access. Participant hereby grants to the Agency, the City and other public agencies the right, at their sole risk and expense, to enter the Site or any part thereof at all reasonable times with as little interference as possible for the purpose of construction, reconstruction, relocation, maintenance, repair or service of any public improvements or public facilities located on the Site. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the public agency responsible for the entry. ARTICLE II ENFORCEMENT 2 . 1 Termination. No breach of this Declaration shall entitle any party to cancel, rescind or otherwise terminate this Declaration, or excuse the performance of such party's obligations hereunder; provided that, however, this limitation shall not affect in any manner any other rights or remedies which the parties may have by reason of such breach. 2.2 Iniunction. Notwithstanding anything contained herein to the contrary, in the event of any violation or threatened violation of any of the terms, covenants, restrictions and conditions contained herein, in addition to the other remedies herein • 0 107757 provided, the parties hereto shall have the right to enjoin such violation or threatened violation in a court of competent jurisdiction. 2.3 Other Rights of Agency and City. In the event of any violation or threatened violation of any of the provisions of this Declaration, then in addition to, but not in lieu of, any of the rights or remedies the Agency and City may have to enforce the provisions hereof, the Agency and City shall have the right (i) to enforce the provisions hereof as a party hereto and as an owner of the Public Parcel, and (ii) to withhold or revoke, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Property or any part thereof or interests therein as to the violating person or one threatening violation. 2 .4 Failure to Perform; Lien. If any owner of the Property defaults on the performance of any of its obligations hereunder, the Agency or City, their employees, contractors and agents may, at their sole option, and after making reasonable demand of the owner of the Property that it cure said default, enter onto the Property for the purpose of curing the default. In making an entry, the Agency or City shall give the owners of the Property or their representative,, reasonable notice of the time and manner of said entry and said entry shall only be at such times and in such manners as is reasonably necessary to carry out this Agreement. In such event, the owner of the Property shall reimburse the Agency or City for all costs and expenses related to the curing of said default. If the Agency or City is not reimbursed for such costs by the owner of the Property within 30 days after giving notice thereof, the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of ten percent (10%) per annum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorneys fees shall be a personal obligation of the owner of the Property as well as a lien and charge, with power of sale, upon the Property. The Agency may bring an action at law against the owner of the Property to pay any such sums. The lien provided for in this Section 2.4 may be recorded by the Agency as a Notice of Lien against the Property in the Office of the County Recorder, County of Riverside, signed and acknowledged, which Notice of Lien shall contain a statement of the unpaid amount of costs and expenses. The priority of such lien when so established against the Property shall date from the date such notice is filed of record and shall be prior and superior to any right, title, interest, lien or claim which may be or has been acquired or attached to such real property at the time of recording of such lien, but shall be junior and subordinate to matters having a priority prior to the date such notice is recorded; provided that, however, said lien shall be subordinate to any bona fide mortgage or deed of trust and any purchaser at any foreclosure or trustee's sale under any such bona fide mortgage or deed of trust as provided in Section 3 . 3 below. Such lien shall be for the use and benefit of the person filing the same, and may be enforced and foreclosed in a suit or action brought in any court of competent jurisdiction. Any such lien may be enforced by the Agency or City by taking either or both of the following actions concurrently or separately (and by exercising either of the remedies set forth below shall not prejudice or waive its rights to exercise the remedy) : (i) bring an action at law against the defaulting party personally obligated to pay such lien or (ii) foreclose such lien in accordance with the provisions of Section 2924 of the California Civil Code applicable to the exercise of powers of sale or mortgages and deeds of trust, or any other manner permitted by California law. Upon the timely curing of any default for which such lien was recorded, the City or Agency shall record an appropriate release of such lien, and sign any other documents reasonably necessary to satisfy title insurance requirements, upon payment by the owner of the Property of a reasonable fee to cover the costs of preparing and recording such release, together with the payment of such other costs, including without limitation, reasonable attorneys fees, court costs, interest or other fees which have been incurred. ARTICLE III ENCUMBRANCES, MORTGAGE PROTECTION AND TAXES 3 . 1 Participant's Breach Not to Default Mortgage Lien. Declarant's breach of any of the covenants or restrictions contained in this Declaration or the Owner Participation Agreement shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Property or any part thereof or interest therein, whether or not said mortgage or deed of trust is subordinated to this Declaration or the Owner Participation Agreement; but, unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Declaration and the Owner Participation Agreement shall be binding and effective against the holder of any such mortgage or deed of trust and any owner of any of the Property or any part thereof whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. 3 .2 Amendments or Modifications to Declaration. No purported rule, regulation, modification, amendment and/or termination of this Declaration or the Owner Participation Agreement shall be binding upon or affect the rights of any mortgagee holding a mortgage or deed of trust upon the Property that is recorded in the Office of the Riverside County Recorder prior to the date any such rule, regulation, modification, amendment or termination is recorded in such office, without the prior written consent of such mortgagee. 3.3 Liens Subordinate. Any monetary lien provided for herein shall be subordinate to any bona fide mortgage or deed of trust covering an ownership interest or leasehold or subleasehold estate in and to the Property and any purchaser at any foreclosure or trustee' sale (as well as any by 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 ! vwv 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 Property after the date of such foreclosure sale, shall become a lien upon the Property and may be perfected and foreclosed as provided in Section 2.4. 3.4 payment of Taxes and Assessments. Declarant shall pay, when due, all real estate taxes and assessments assessed or levied against the Property. Nothing herein contained shall be deemed or prohibit Declarant from contesting the validity or amounts of any tax or assessments nor to limit the remedies available to Declarant with respect thereto. ARTICLE IV COVENANTS TO RUN WITH THE LAND 4.1 Covenants Running With the Land. This Declaration is designed to create equitable servitudes and covenants appurtenant to the Public Parcel and running with the Property. Declarant hereby declares that all of the Property shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Property and effectuating the Redevelopment Plan. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of every portion of the Public Parcel and any interest therein; shall inure to the benefit of the Agency, the City and their successors and assigns and successors in interest; shall be binding upon Declarant, its successors and assigns and successors in interest; and may be enforced by the Agency and City. Agency and Declarant hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that Declarant's legal interest in the Property is rendered less valuable thereby. Agency and Declarant 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 Property by the citizens of the City and by furthering the public purposes for which the Agency was formed. 4 .2 Agreement Among Declarant Agency and City. The Declarant, in exchange for entering the Owner Participation Agreement by the Agency and granting of the Site Plan by City, hereby agrees to hold, sell, and convey the Property subject to the covenants, conditions, restrictions and reservations of this Declaration. Declarant also grants to the Agency and City the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Declaration against the Declarant and all persons having any right, title or interest in 0 0 10717,517 the Property, or any part thereof, their heirs, successive owners and assigns. ARTICLE V TERM The covenants, conditions and restrictions contained in this Declaration shall remain in effect until December 20, 2014, which is the expiration date of the Redevelopment Plan; provided that, however, the covenants contained in Section 1.5 shall remain in effect in perpetuity. ARTICLE VI MISCELLANEOUS 6.1 Modification. This Declaration may not be modified, terminated or rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside. 6.2 Governinca Law. This Declaration shall be governed by and construed in accordance with the laws of the State of California. 6. 3 Severability. The invalidity or unenforceability of any provision of this Declaration with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. 6.4 Notices. Any notice to be given under this Declaration shall be given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, at the following address: Agency: Community Redevelopment Agency of the City of Palm Springs, California P.O. Box 2743 Palm Springs, CA 92263 Attn: Executive Director City: City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263 Attn: City Manager With Copy to: Rutan & Tucker 611 Anton Blvd. , Suite 1400 Costa Mesa, CA 92623-9990 Attn: David J. Aleshire, Esq. Declarant: Reginald T. Hall Mollie M. Gray-Hall 898 Gateway Drive Palm Springs, CA 92262 Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any party may change address for notice by giving written notice of such change to the other party. 6.5 Counterparts. This Declaration may be executed in any number of counterparts each of which shall be an original but all of which shall constitute one and the same document. IN WITNESS WHEREOF, the undersigned have executed this Agreement was executed as of the date fi st writte abov� (0 Reginald T. Hall Mollie M. Gr y-Hall "Declarant" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic �r �0 Nssistant Secretary �s9 1' - Executive Director "Agency" ATTEST: CITY OF PALM SPRINGS, a r' municipal corporation Ci++ty Clerk [: City Manager �� "City" APPROVED AS TO FORM: RUTAN & TUCKER Agency�..Counsel and City Attorney STATE OF CALIFORNIA0 ss. COUNTY OF ) On ., �e/z / /%%G� , before me, ('-ulI L Z tt tMk/"/;A, pU HiC, persona l aaie� /,' i.e'Lr J7• C�iL! , z - cf/`� df"<C ,.,z'��,f:fir 1, � 9=•«.,:�;� % ,% personally-, ' own-to-me-(or proved to me on the basis of satisfac- tory evidence)-to be the person( ,'whose name(4y is/are%subscribed to the within instrument and acknowledged to me that he/she/tt y" executed the same in his/her¢t�11v authorized capacity(("s); and that by his/heY/ftieir%signature(--sj% on the instrument the person(,- ) or the entity upon behalf of which the person(-0 acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] ELAINE L.WEDEKIND COMM.#1048857 STATE OF CALIFORNIA ) z s "t' Notary Public—Califomia SS. RIVERSIDE COUNTY COUNTY OF 4Z�=�� My Comm.Expires FEB 3.194a On ce 11�,,����/`i��. before me, CXI�iI✓ personally appeared" Ud personally known to me •(or rFr-ovg7-to-are-`=--the -H s-is-of--satisfac- tory-evidence) to be the person( );whose name)) is/ ramie.subscribed to the within instrument and acknowledged to me that he/sh they executed the same in his/her/(t-heir)authorized capacitYeie#)), and that by his/hef/their-signature(�5� on the instrument the person�M or the entity upon behalf of which the person(g)) acted, executed the instrument. Witness my hand and official seal. otary Public' / / [SEAL] Q'IMY ELAINE L.WEDEKINDNotary Public—Califomia RIVERSIDE COUNTY Comm.Expires FEB 3.1999 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 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. [SEAL] Notary Public • 107757 EXHIBIT "1" LEGAL DESCRIPTION OF THE PROPERTY The Property is that certain real property located in the City of Palm Springs, County of Riverside, State of California, described a follows: That portion of the east half of the east half of the southwest quarter of the southeast quarter of Section 34, Township 3 south, Range 4 east. San Bernardino Base and Meridian, particularly described as follows: Beginning at the southwest corner of said east half of the east half of the southwest quarter of the southeast quarter of said Section 34; thence easterly on the south line of said section, 75 feet; thence north and parallel to the west line of the east half of the east half of the southwest quarter of the southeast quarter of said section, 260 feet; thence west and parallel with the south line of said section, 75 feet to the west line thereof; thence south on the west line of said east half of the east half of the southwest quarter of the southeast quarter of said section, 260 feet to the point of beginning. * 1070w EXHIBIT "D" SCHEDULE OF PERFORMANCE Description Date 1. Participant executes On or before March 6, 1996. and delivers Agreement to Agency. - 2. Agency holds meeting On or before March 6, 1996. to consider approving Agreement. 3. Participant to submit On or before March 6, 1996. plans and specifica- tions for the Project to Agency for approval. 4. Participant to obtain On or before May 31, 1996. permits and approvals necessary to construct the Project. 5. Participant to submit On or before April 1, 1996. identity of contrac- tor(s) and form of construction contract to Agency. 6. Participant to submit On or before April 1, 1996. Bank Loan Documents to Agency for approval. 7. Agency and Participant On or before March 13, 1996. shall execute or cause to be executed the CC&R's, the Guaranty, the Indemnity Agreement, the Agency Deed of Trust, and the Bank Loan Documents. 8. Participant to deliver On or before April 1, 1996. Preliminary Title Report and copies of underlying documents to Agency. 9. Participant to obtain Upon recordation of Bank Loan policy of title Documents and Agency Deed of insurance for Agency Trust. Deed of Trust. . . 1.0771,,7 10. iParticipant to submit On or before May 31, 1996. evidence of insurance to Agency. ` 11. Participant to On or before June 1, 1996. commence rehabilita- tion of Project. 12. Participant . to Within 180 days of commence- complete rehabilita- ment. tion of the Project. 13. Participant to employ Within one (1) year of this low or moderate income Agreement. person. 14. Participant to meet Quarterly for the first two (2) With SBDC. years of this Agreement. Reginald Hall , Mollie Gray-Hall Comm Rehab PA7B23 - OPA • • AGREEMENT #368C R1001, 3-6-96 Indemnity Agr Exec Exh "G" INDEMNITY AGREEMENT THIS,, INDEMNITY AGREEMENT ("Agreement") is entered into this 3 ? day of 4%,Ad, , 1996, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Agency") and Reginald T. Hall and Mollie M. Gray-Hall("Indemnitor") . RECITALS• A. The parties have executed that certain Owner Participation Agreement dated /'-l4 MA I"g , 1996 ("OPA") pursuant to which Agency has agreed to guaranty a loan made by Palm Springs Savings Bank, a federal savings bank ("Bank") , pursuant to the terms of a Loan Guaranty executed by Agency and Bank of even date herewith ("Guaranty") . The Guaranty provides that in the event Indemnitor defaults under the terms of that certain Loan Agreement or the other documents executed in connection therewith (collectively, "Loan Documents") , Bank may collect the amount in default from Agency in an amount not to exceed Twenty Thousand Dollars ($20, 000. 00) . B. Indemnitor desires to indemnify Agency from and against any loss Agency may suffer in the event Bank demands payment on the Guaranty, all as more particularly provided herein. NOW, THEREFORE, the parties hereto agree as follows: 1. REPRESENTATIONS AND WARRANTIES. Indemnitor makes the following representations and warranties for the benefit of Agency effective as of the date this Agreement is executed: 1. 1 No Violation. Indemnitor's undertakings pursuant to this Agreement and under the Loan Documents do not violate any federal, state, or local statute, law, regulation or ordinance or order or ruling of any court or governmental entity, or conflict with, or constitute a breach or default under any agreement by which Indemnitor is bound or regulated. There are no claims, actions or proceedings pending or, to Indemnitor's knowledge, threatened against Indemnitor other than those disclosed to Agency in writing. 1. 2 Financial Information. All financial information delivered by Indemnitor to the Agency and/or Bank accurately represents the financial condition of Indemnitor and has been prepared in accordance with reasonable accounting principals consistently applied. Since the date of such financial statements, there has been no material adverse change to Indemnitor's financial condition. 1.3 Accuracy. All reports, documents, instruments, information and forms of evidence delivered to the Agency and/or Bank concerning this Agreement and the Loan Documents are accurate, correct and sufficiently complete to give the Agency and the Bank thorough and accurate knowledge of their subject matter and do not contain any material misrepresentation or material omission. 1.4 Validity. This Agreement, the Loan, the Loan Documents and Agency Deed of Trust are legal, valid and binding obligations of Indemnitor enforceable against Indemnitor in accordance with their terms. 1.5 Sufficient Proceeds. The principal amount of the Loan is sufficient to construct the Project (as such term is defined in the OPA) . 2. DEFAULT. For purposes of this Agreement, the term "Default" shall mean any of the following: (a) A default under the Loan Documents not cured within the time period provided therein; (b) The failure of Indemnitor to remit cash to Agency in amount equal to funds paid by Agency to Bank under the Guaranty within ten (10) days of written demand therefor by Agency; (c) Bank exercises any of its rights under the Guaranty: (d) A breach of any of the representations or warranties contained herein; and (e) Any other default under the OPA, this Agreement, the Agency Deed of Trust or any other document incorporated by reference into the OPA not cured within the time set forth therein and, if no cure period is provided, within thirty days of receipt of written notice of said default to Indemnitor by Agency. 3 . INDEMNITY. Indemnitor hereby absolutely and unconditionally agrees to indemnify, protect, defend (with counsel approved by Agency) the Agency against and will hold and save Agency harmless from any loss, claim, damage, cost, obligation or liability arising out of or in connection with or alleged to arise out of or in connection with a Default, including, without limitation, attorneys fees and costs incurred or payable by Agency in connection with this Agreement or the Guaranty. Indemnitor further agrees to pay any and all expenses incurred by Agency in enforcing its rights under this Agreement. Indemnitor shall pay immediately upon Agency's demand any amounts owning under this Agreement, together with interest from the date the indebtedness arises until fully repaid at the maximum non-usurious rate permitted by law. 4. DEED OF TRUST. This Agreement is secured by that certain Deed of Trust with Assignment of Rents ("Agency Deed of Trust") executed by Indemnitor of even date herewith. The amount of funds paid by Agency to Bank under the Guaranty shall be deemed to be the principal amount secured by the Agency Deed of Trust, together with all interest and costs provided for herein. 5. MISCELLANEOUS. 5. 1 Further Assurances. The parties hereto shall execute, acknowledge and deliver any other instruments and perform any other acts necessary, desirable or proper to carry out the purposes of this Agreement. 5.2 No Third Parties Benefited. No persons other than the Agency and Indemnitor and their permitted successors and assigns shall have any right of action under this Agreement. 5.3 California Law. This Agreement shall be construed and interpreted both as to validity and to performance by the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California or in any other appropriate court in such County and Indemnitor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 5.4 Attorneys Fees. If either party to this Agreement is required to initiate or defend or be made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys fees. Attorneys fees shall include attorney's fees on appeal, and in addition, a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, expert witness fees and all other necessary costs the court allows which are incurred in such litigation. 5.5 Rights and Remedies are Cumulative. The rights and remedies of the parties under this Agreement are cumulative and the exercise of either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 5. 6 Non-Liabilitv of Agency Officers and Employees. No officer or employee of the Agency shall be personally liable to indemnitor or any successor in interest in the event of any default or breach by the Agency or for any amount which may become due to Indemnitor or to its successors for breach of any obligation of the terms of this Agreement. 5.7 Conflict of Interest. No officer or employee of the Agency shall have any financial interest, direct or indirect, in this Agreement nor shall any officer or employee participate in any decision relating to the Agreement which affects his or her financial interest or the financial interest of any corporation, partnership or association which he or she is directly or indirectly interested in violation of any state statute or regulation. Indemnitor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 5.8 Notices. Any notice, demand, request, document, consent, approval or communication either party desires or is required to give to the other party or any person shall be in writing and either served personally or sent by prepaid, first- class mail, return receipt requested, to the following: If to Agency: Community Redevelopment Agency of the City of Palm Springs, California P.O. Box 2743 3200 East Tahquitz Canyon Way Palm Springs, California 92263 Attn: Executive Director With Copy to: Rutan & Tucker P.O. Box 1950 611 Anton Boulevard, 14th Floor Costa Mesa, California 92626-1998 Attn: David J. Aleshire, Esq. If to Indemnitor: Reginald T. Hall Mollie M. Gray-Hall 898 Gateway Drive Palm Springs, CA 92262 Either party may change its address by notifying the other party of the change of address in writing. Notice shall be communicated at the time personally delivered or forty-eight (48) hours from the time of mailing if mailed as provided in this Section. 5.9 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of authorship of this Agreement or any other rule of construction which might otherwise apply. 5.10 Integration: Amendment. It is understood that there are no agreements, other than the OPA and the documents referred to therein, between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by mutual consent of the parties by an instrument in writing. 5. 11 Severability. In the event that any one or more of the provisions contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not effect in any of the remaining provisions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intend of the parties hereunder unless the invalid provision is so material that its invalidity deprives t either party of the basic benefit of their bargain or renders this Agreement meaningless. 5.12 Assignment. Indemnitor shall not assign Indemnitor's interest in and of this Agreement without the Agency's prior written consent, which consent may be withheld in Agency's sole and absolute discretion. Any assignment made without Agency's consent shall be void. 5.13 Heirs. Successors and Assigns. The terms of this Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns. 5.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall be considered one and the same instrument. IN WITNESS WHEREOF the Agency and Participant have executed this Agreement as of the date first written above. "AGENCY" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic - B By: l s istant Secretary /,- ExecutivW APPROVED AS TO FORM: RUTAN & TUCKER Agency Cbyunsel n EMN (Reginald T.r Hall Mollie M. Gray-Hall NCIL G �� 61 r i 107756 Order No. Escrow No RECEIVED FOR RECORD to„r No. AT Q:00 O'CLOCK WHEN RECORDED MAIL.TO: MAR 2 71996 - -(,F= _? un Roe A City of « a aw.�e,ca^a• W �jy Recorder \ P. O. Box 2743 (�fj Palm sprinp, CA 92263 Reginald Hall , Mollie Gray-Hall Attn: Hammive Comm Rehab PA7B23 - OPA AGREEMENT #368C R1001, 3-6-96 Deed of Trust-Assign Rents SPACE ABOVE TB. Exef—Exh "H" DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) p� �ac insJa 1, 1�ccll G-r� This DEED OF TRUST, made I"d&Xcl+ (1) 1996, between �40( "'C M (C CMA- herein called TRUSTOR, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporati�alled TRUSTEE, and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Palm Springs, County of Riverside, State of California, described as: together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) sums, with interest thereon, set forth in that certain Indemnity Agreement of even date herewith between Trustor and Beneficiary, and extensions or renewals thereof; (21 the performance of each agreement of Trustor incorporated by reference or contained herein;and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A,and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964,and in all other counties August 18, 1964,in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alarwde t 1288 566 "a 058 713 Racer 1020 379 Sierra 38 187 Alpine 3 130-31 Lake _ 437 110 Moves 156 1307 SWdyou 506 762 Amador 133 438 Lassa 192 367 W,wralde 3778 347 Solero 1207 621 Butte 1330 513 Los Angeles T-3870 e74 saormnto W39 124 Sarome 2067 427 Calaysras 185 338 Madan o11 136 San a«dco 300 405 Stanislaw 1970 56 Cause 323 391 Mark, 1849 122 San Bernardino 6213 760 Sutter 656 so Cows Casts 46" 1 Mripose 90 453 San Frrwiew A-804 596 Teheme 457 183 Dal Nate 101 549 Mendocino 667 go San Joaquin 2066 283 Trinity 106 595 El Dorado 704 ON Merced 1600 753 San Lads ObMpo 1311 137 Tulare 26W 106 Fraaro 5062 623 Maim 191 93 San Matso 4776 176 Tuokane 177 180 Glem 469 78 Mono as 302 Santa Barbra 2065 set VaM" 2807 237 flwnholdt WI 83 Monterey 357 239 Santa Clara W26 684 Yob 700 16 knperial lies 701 Naps 704 742 Sams Cruz 1630 807 Yuba 308 093 kryo 105 672 Nevada 363 M Shasta 900 633 Kam 3756 Sao Orange 7182 to San Diego SERIES 5 Book 1964,Page 140774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy Of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. Signature of Trustor Signature of Trustor UM0L�, i2-2AMQ If , � n } (f STATE OF CALIFORNIA }ss COUNTY OF e A A ! } On J� :�.� ,/i ?C before me, C%. .� r.�✓ �-, (, £��f,ti�`,.c!t• !��- 2✓p_ '2�;E� mon/ll eared �-' �" P YaPP ��'%%/l�l��l. ,��i, Lei".r a`";6�'� <yV�/%�i<: personally-known-to me-(or proved to me on the basis of satisfactory evidence)-to be thd�persorCa)i whose namsl#is(e7g5subscribed to the within instrument and acknowledged to me that he/sh4hey executed the same in his/her ei'authorized capaci ii sj,and that&Y his/her �signatureist on the instrument the personO or the entity upon behalf of which the persons]acted, executed the instrument. WITNESS my and andA official seal.. -' ELAINE L.WEDEKIND Signature �rr�`�"�� e / iLi i��^`�_ t�--c g .r Ak. ; COMM.i 1048857 ? z Notary public—Califomia / z RIVERSIDE COUNTY C My omm.Expires FEB 3.1999 F'eFl^C (This area for official notarial seal) • DO NOT RECORD • The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California sic stated in the foregoing Dead of Trust and incorporated by reference in said Dead of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Dead of Trust,Trustor agrees: 1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed,damaged ar destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made therson;not to commit or permit waste thereof;net to comfit, suffer or permit any act upon said property in violation of law;to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary,the specific enumerations herein not excluding the general. 2) To provide,maintain and deliver to Beneficiary fire insurance satisfactory to and with lose payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not ours or waive any defaut or notice of default hereunder or invalidate any sot done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum,in any such action or proceeding in which Beneficiary o Trustee may appear, end in any suit brought by Beneficiary to foreclose this Dead. 4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtanem water stock; when due, all encumbrances, charges and gene, with interest,on said property or any part thereof, which appear to be prior or superior hereto;all costs,fen and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided,then Beneficiary of Trustee,but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof,Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;pay,purchase, contest or compromise any encumbrance,charge or lien which in the judgment of either appears to be prior or superior hereto; arid, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee,with interest from date of expenditure at the amount allowed by law in affect at the date hereof, and to pay for any statement provided for by law in effect at the data hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: 1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement,and without affecting the personal liability of any person for payment of the indebtedness secured hereby,Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof;join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid,and upon surrender of this Dead and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyanca may be described as'the person or persons legally entitled thereto." 5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuants of these Trusts,to collect the rents,issues and profits of said property, reserving unto Trustor the right,prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder,to collect and retain such rents,issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice,either in person, by agent,or be a receiver to be appointed by a court,and without regard to the adequacy of any security for the indebtedness hereby secured,enter upon and take possession of said property or any part thereof,in his own name sue for or otherwise collect such rents,issues,and profits,including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default,and notice of sale having been given as then required by law,Trustee,without demand on Trustor,shall sell said property at the time and place fixed by it in said notice of We, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States,payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and piece of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs,fees and expenses of Trustee and of this Trust,including cost of evidence of title in connection with ode, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder,if any, to the person or persons legally entitled thereto. . 7) Beneficiary,or any■ucces ownership of any indebtedness secured hereby*from time to time,by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary end duly acknowledged and recorded in the office of the recorder of the county or counties when said property is situated shall be conclusive proof of proper substitution of such successor Trust"or Tutees,who shell, without conveyance from the Trustee predecessor,succeed to so its title,estate, rights,powers and duties. Said instrument must contain the name of the original Tnrstor,Trust"and Beneficiary hereunder,the book and page when this Dead is recorded and the name and address of the new Trust". a) That this Dead appli"to,inures to the benefit of,and binds as parties hereto,their heirs,legat"s,devisses, administrators, executors,successors and**signs. The tern Beneficiary shale mean the owner and hoWer,including pledgees,of the note secured hereby, whether or not nrned es Beneficiary herein. In thin Dead, whenever the context so requires,the masculine gander includes the feminine and/or neuter,and the singular number Includes the plural. 9) That Trustee accepts this Tut when this Deed,duly executed and acknowledged,is mads a public record as provided by law. Trust"in not obligated to notify any party hereto of pending sale under arty other Dead of Trust or of any action or proceeding in which Trustor, Beneficiary or Trust"shall be a party unity brought by Tut". DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned in the legal owner and holder of the note or rates and of all indebtedness secured by the foregoing Dead of Trout. Said note or notes, together with all other indebtedness secured by said Dead of Trust, haw been fully paid and satisfied; and you ers hereby requested and directed, on payment to you of any sums owing to you under the terms of said Dead of Trust, to cancel said note or notes above mentioned,an all other evidences of indebtedness secured by said Dead of Trust delivered to you herewith,together with the said Dead of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust,all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. 1"' to w a ;t ip CC ca 0o CL � tiUI- W 3 0 • • iwnr, ADDENDUM TO DEED OF TRUST THIS ADDENDUM TO DEED OF TRUST is attached to and incorporated by reference in that certain Deed of Trust with Assignment of Rents dated`'fiAGn i'�'i , 1996, executed bydZee ,'j n�o %,l��4u vN ,��oLG,'e j;1.6_4gy-&4? Le ("Trustor") , naming FIRST AMERICAN ITLE INSURANCE COMPANY, as Trustee, in favor of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Beneficiary") . Said deed of trust is hereby modified/supplemented (and as modified/supplemented is hereinafter referred to as "this Deed of Trust") in the following particulars only: 1. Acceleration Upon Sale or Encumbrance. In the event Trustor shall, directly or indirectly, voluntarily, involuntarily or by operation of law, sell, assign, transfer, dispose of, hypothecate, further encumber, enter into option to sell or lease with option to sell or agree to sell, assign, transfer, dispose of, further encumber, enter into option to sell or lease with option to sell or suffer to exist any other lien against all or any portion of the Property, or any interest therein (excluding leases to tenants in the ordinary course of Trustor's business) , then, or at any time thereafter, Beneficiary, at its sole option and in its sole and absolute discretion, may, by written notice to Trustor, declare all obligations secured hereby immediately due and payable, except to the extent that such acceleration and in such particular circumstances where exercise of such a right by Beneficiary is prohibited by law. The provisions hereof shall prevail notwithstanding any contrary provisions in any note or other instrument which evidences the obligations hereby secured. If Trustor is a general or limited partnership, a cumulative transfer, assignment, pledge or conveyance of the partnership interests in Trustor of more than twenty-five percent (25%) or, if Trustor is a limited partnership, transfer, assignment, pledge or conveyance of any interest of the general partner(s) of Trustor, shall be deemed a transfer in violation of this provision. If Trustor is a corporation, a cumulative transfer, assignment, pledge or conveyance of the corporate shares in Trustor of more than twenty- five percent (25%) shall be deemed a transfer in violation of this provision. Beneficiary's approval of any sale, assignment, transfer, disposition, encumbrance or other lien or failure to exercise said option with respect thereto shall not be construed as a waiver of the provisions hereof with regard to any subsequent transaction. 2 . Assignment of Rents. Trustor absolutely and unconditionally hereby assigns, transfers, conveys, and sets over to Beneficiary all the rents, royalties, issues, profits, revenue, income and other benefits of the Property arising from the use or enjoyment of all or any portion thereof or from any lease or agreement pertaining thereto (collectively the "Rents") ; provided, however, prior to any default by Trustor in the payment, observance, performance and discharge of any condition, obligation, covenant or agreement of Trustor contained herein, Trustor shall have the right as the agent and fiduciary representative of Beneficiary for collection and distribution purposes only, to collect and receive the Rents as they become due and payable to be applied to Trustor to the payment of the principal and interest and all other sums due or payable on the Note and to the payment of all other sums payable under this Deed of Trust and, thereafter, so long as no default as aforesaid has occurred, the balance shall be distributed to the account of Trustor. Upon any such default, Beneficiary may, at any time without notice, either in person, by agent or by a receiver to be appointed by a court and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of the Property or any part thereof, in its own name or in the name of Trustor, sue for or otherwise collect the Rents, including those past due and unpaid and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees and expenses, the payment of the principal and interest and all other sums due or payable on the Note and to the payment of all other sums payable under this Deed of Trust and in such order as Beneficiary may determine. The entering upon and taking possession of the Property, the collection of the Rents and the application thereof shall not cure or waive any default or notice or default hereunder or invalidate any act done pursuant to such notice. Trustor and Beneficiary agree that it is intended that this assignment is absolute and not for security purposes. 3 . Non-Monetary Defaults. Trustor specifically acknowledges that certain non-monetary defaults may occur under this Deed of Trust and in such event, Beneficiary and/or Trustee shall have the right to commence foreclosure proceedings based solely upon such non-monetary defaults. 4. Withholding. Notwithstanding anything to the contrary contained in this Deed of Trust, any purchaser at the sale (including Beneficiary) shall have the right to withhold such funds as required by the Internal Revenue Code of 1986 (the "Code") (26 U.S.C. $$ 1445, 7701) unless prior to said sale, Trustor has delivered to Trustee an affidavit directed to the buyer at said sale, in a form and substance as required by the Code executed by Trustor under penalty of perjury, which contains the following: (i) name of Trustor; (ii) Trustor's U.S. taxpayer identification number; (iii) business address of Trustor; (iv) a statement that Trustor is not a "foreign person" within the meaning of Code Sections 1445 and 7701, that is, Trustor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder; and (v) a statement of indemnification by Trustor to the buyer and buyer's agents wherein Trustor agrees to indemnify and hold harmless buyer and buyer's agents from and against any and all loss, liability, costs, damages, claims or causes of action which may arise or be incurred by buyer or buyer's agents by reason of any failure of any representation or warranty made to be true and correct in all respects, including but not limited to any liability for failure to withhold any amount required under the Code in the event of transfer of the Property. Trustee shall deliver said Affidavit to the buyer at the sale concurrently with the deed referenced above. 5. Miscellaneous. 5.1 Severability. If any provision of this Deed of Trust or the application hereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of said Deed of Trust and the application of such provisions to other persons or circumstances shall not be effective thereby and shall be enforced to the extent permitted by law. 5.2 Attorney's Fees. Should it be necessary for any party to commence an action at law or in equity against the other to enforce the terms of any provision of this Deed of Trust, the prevailing party shall have a right to judgment against the losing party for reasonable attorney's fees and costs as set by the court. In the event of judicial or non-judicial foreclosure of this Deed of Trust, Beneficiary shall be entitled to recover its reasonable attorneys fees and costs, which shall be deemed secured by this Deed of Trust, from proceeds of the sale and/or as a condition to reinstatement of this Deed of Trust. 5. 3 Conflict. In the event of any conflict between the terms of this Addendum to Deed of Trust and the Deed of Trust to which this Addendum is attached, the terms of this Addendum shall control. IN WITNESS WHEREOF, Trustor and Beneficiary have executed this Addendum to Deed of Trust as of the day and year first above written. Reginald T. Hall -051. _ m Mollie M. G ay-Hall "Trustor" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate / e and politic B IiI �y�� ywv( By: Y :p1stant Secretary bol',. Executive—Director APPROVED AS TO FORM: RUTAN & TUCKER CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No 5907 I State of County of On d.�l ,/�9G before me, _y� i>u r� Zjnl lUre!J A;� 1/ DATET- / NAME,TITLE OF OFFICER/-E Gr,"JANE DOE,'NOTARY PUBLIC" '? personally appeared NAME(S)OF SIGN (S) personally known to me >-E7R—H-p'raved-t'o-me-onhe;basi's-e Gter-y-evideflee to be the person,(,R whose nameksji ilea`De subscribed to the within instrument and ac- knowledged to me that he/sh_6/t,ISJ) xecuted the same in his/hereir" authorized his heir and that b /ca acit "�'es J P � Y 1t h ' •� '- ELAINEI.WEDc'KIND signature)on the instrument the persorti,sJ),, a �.-• COMM.#1048&57 Notary or or the entity upon behalf of which the RIVERSIDE COUN i� •'"'"' My Comm.Expires FEB 3,1999 personCL�_) acted, executed the instrument. WITNESS my hand and official seal. Z2 ' � I /SIGNATURE OF NOTARYi' " 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. I CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT +� ❑ INDIVIDUAL ( ' ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL `1` ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR rn ❑ OTHER: - �6� DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) +� SIGNER(S) OTHER THAN NAMED ABOVE I 01993 NATIONAL NOTARY ASSOCIATION•8236 Remme[Ave,P O.Box 7184•Canoga Park,CA 91 30 9-71 84 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT �Qr7 No 5907 State of County of �7 l On f1,!J/C� l�t i� before me, � lyre �. 1 r i)'c&;1jh kyrQ_ DATE NAME,TITLE OF OFFICER-E G,"JWE DOE,NOTARY 0101I0" person(ally appeared `�%_/dv% ,rJ_ % ZiA . ( - &�.an, NAME(S)OF/SIGNER(S) / S' 0 Ferssnally known-t me—OR -.proved to me on the basis of satisfactory evidence to be the person whose names)) isr a!e ' subscribed to the within instrument and ac- knowledged to me that he/she(ff- executed authorized the same in his/he 1 EuaINE�.wEDEallo �_ eir) =4 COMM.i16A6&57 s capacity I and that by his/herJ�fIF Z ;'+z., - Notary Public—California g .�, si natures ) on the instrument the erson, s - RIVERSIDE COUNTY g p � + My Comm.Expires FEB 3,1999 or the entity upon behalf of which the person(s)) acted, executed the instrument. li 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 k . ❑ CORPORATE OFFICER r: TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ` ? ❑ GUARDIAN/CONSERVATOR ❑ OTHER: r r.l DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S) OTHER THAN NAMED ABOVECj -i L5 ©1993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 9 1 309-71 84 REginald Hall , Mollie Gray-Hall Comm REhab PA7B23 - OPA AGREEMENT #368C R1001, 3-6-96 Loan Guaranty Exec Exh "F" LOAN GUARANTY THIS LOAN GUARANTY ("Guaranty") is made as of this 6th day of March, 1996, by the COMMUNITY REDEVELOPMENT AGENCY of THE CITY of PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Guarantor") , in favor of PALM SPRINGS SAVINGS BANK, a Federal Savings Bank ("Lender") . R E C I T A L S: A. REGINALD T. HALL AND MOLLIE M. GRAY-HALL ("Borrowers") , propose to borrow from Lender the principal sum of FORTY THOUSAND DOLLARS ($40, 000.00) (the"Loan") , for the purpose of financing the rehabilitation of the improvements located on the real property (the "Property") located in the City of Palm Springs, County of Riverside, State of California, as more particularly described in Exhibit "A" . B. The Loan will be evidenced by a promissory note for the amount of the Loan of even date herewith executed by Borrower (the "Note") and disbursed pursuant to that certain loan agreement of even date herewith (the "Loan Agreement") , executed by Borrower. The Loan shall be secured by a deed of trust of even date herewith recorded in a first lien Agreement, the Note and the Deed of Trust shall hereinafter be collectively referred to as the "Loan Documents. " C. As a condition precedent to Lender's making the Loan, Guarantor has agreed to execute this Guaranty in order to guaranty to Lender repayment of a portion of the Loan pursuant to the terms of this Guaranty. NOW, THEREFORE, in consideration of Lender's making the Loan and for other good and valuable consideration, receipt of which is hereby acknowledged, Guarantor unconditionally guarantees and agrees as follows: 1. Guarantor unconditionally guarantees and promises to pay to Lender or order, on demand, in lawful money of the United States, the principal sum of TWENTY THOUSAND DOLLARS ($20, 000. 00) or such lesser amount of principal and accrued interest as may be owed by Borrower under the Note plus all costs and expenses of enforcement of this Guaranty. 2 . Guarantor agrees that the obligations of Guarantor hereunder shall be in addition to all obligations of Guarantor (or one or more of them if more than one Guarantor) under any other guaranties of the indebtedness of Borrower or any other persons heretofore given or hereafter to be given to Lender unless said Guaranties are expressly modified in writing; and this Guaranty shall not, unless expressly herein provided, affect or invalidate 1 any such other guaranties. The liability of Guarantor to Lender shall at all times be the aggregate liability of each Guarantor under this Guaranty, and of all other guarantees heretofore or hereafter expressly given by that Guarantor to Lender and not expressly revoked, invalidated or waived. 3 . Guarantor agrees that this Guaranty is separate, independent of and in addition to the obligations and undertaking of Borrower pursuant to the Note, and other obligations and separate action or actions may be brought against Borrower or whether Borrower be joined in any such action or actions and independent of any action at law or proceeding under the power of sale provision in the Deed of Trust. Guarantor waives the benefit of any statute of limitations affecting of Guarantor hereunder or the enforcement hereof and agrees that any repayment of the Loan or any part thereof or other act which toll any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to Guarantor's liability hereunder. 4. Lender shall not, without the prior written consent of Guarantor; (a) renew, extend, or otherwise change the terms of the Loan set forth in the Loan Documents or otherwise change the rate of interest thereon; * (b) exchange, waive or release any security given for the Loan; and (c) release or substitute any one or more of the endorsers of the Note or any one or more of Guarantor. Guarantor authorizes Lender, without notice or demand and without affecting the liability of Guaranty hereunder, (i) to assign this Guaranty in whole or in part; (ii) take or hold security for the security for the Loan, if any, and direct the order or manner of sale of such security, if any, as Lender in its discretion may determine. * Except as provided by the terms of the Adjustable Rate Note; J 5. Guarantor waives all right to require Lender to () � proceed against Borrower; (b) proceed against or exhaust any security held from Borrower; (c) pursue any other remedy in Lender's power; or (d) accelerate the indebtedness and sums owing Lender under the Loan Documents as a condition to proceeding against Guarantor hereunder after a default or event of default by Borrower under the Loan Documents. Guarantor waives all defenses arising by reason of any disability or other defense of Borrower from any cause other than full repayment of the Loan or a material default by Lender under the Loan Document or this Guaranty. Guarantor waives all defenses which may be acquired by reason of Lender's election of any remedy against Guarantor or Borrower or both, including, but without limitation, election by Lender to exercise its rights under the power of sale set forth in Deed of Trust which secures the Note and the consequent loss by Guarantor of the right to recover any deficiency from Borrower. Guarantor waives all defenses which Guarantor or Borrower may have pursuant to sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure or Sections 2809, 2810, 2819, 2847, 2848, 2850, 2899 and 3433 of the California Civil Code. Until the Loan shall 2 have been repaid in full, Guarantor shall have no right of subrogation, and waives all right to enforce any security now or hereafter held by Lender. Except as otherwise provided, notice of non-performance, protests, notice of protest, notice of dishonor, and notice of acceptance of this Guaranty. 6. Lender hereby agrees to provide with copies of any notices of default and notices of sale delivered to Borrower under the Loan Documents or under applicable law substantially concurrently with delivering said notices to Borrower. 7. During the term of this Guaranty, all indebtedness of Borrower now or hereafter held by Guarantor is subordinated to the Loan. 8. If any Borrower or any principal of a Borrower is a corporation, partnership or its trustee, Lender need not inquire into the powers of Borrower or its principal, or the officers directors partners or agents acting or purporting to act on behalf of either or into the validity of formation of Borrower or its principal. Guarantor guarantees performance of the obligations and indebtedness created in reliance upon the professed exercise of those powers to the extent that the obligations and indebtedness would otherwise be guaranteed if there were no question about the power of Borrower or its principal or the officers, directors, partners or agents. 9. Guarantor agrees to pay the attorneys' fees and all other costs and expenses which may be incurred by Lender in the enforcement of this Guaranty. 10. All married person who sign this Guaranty hereby expressly agree that recourse may be had against his or her separate property for all obligations under this Guaranty. 11. In all cases where there is more than one Borrower named herein, or when this Guaranty is executed by more than one Guarantor, the word "Borrower" and the word "Guarantor" respectively shall mean all and any one or more of them. 12 . Lender may at any time, sell, transfer, assign or grant participations in the Loan, this Guaranty and the Loan Documents that Borrower or Guarantor or the partners or joint venturers of Borrower or Guarantor have entered into, executed, or joint venturers of Borrower or Guarantor have entered into, executed, or granted in favor of Lender. Lender may forward to each participant and prospective participant all documents and information relating to the Loan, Borrower and Guarantor, whether furnished by Borrower or Guarantor or otherwise as Lender determines necessary or desirable. 3 13 . Exhibit "A" attached hereto is incorporated by reference herein. Lender's Address Guarantor's Address 20 S. Palm Canyon Drive Community Redevelopment Agency 17 .Box 2716 of the City of Palm Springs Palm Springs, CA 92263 PO Box 2743 Attn: Sue Batts Palm Springs, CA 92263-2743 Attn. : Executive Director IN WITNESS WHEREOF, Lender and Guarantor have executed this Loan Guaranty as of the day and the year first above written. ATTEST: COMMUNIT EDE PMENT AGENCY OF THE CITY OF PALM NGS, CALIFORNIA, a publi body, co a e and politic By: �_ [— By: C ,7° Secretary Exeuc i e Direc or APPROVED AS TO FORM: RUTAN & TUCKER City At t' rney "Guarantor" ACCEPTED: PALM SPRINGS SAVINGS BANK a Federal Savings Bank By; Sue Batts Its: Senior Vice President "Lender" 3ac- 4 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The Property is that certain real property located in the City of Palm Springs, County of Riverside, State of California, described a follows: That portion of the east half of the east half of the southwest quarter of the southeast quarter of Section 34, Township 3 south, Range 4 east. San Bernardino Base and Meridian, particularly described as follows: Beginning at the southwest corner of said east half of the east half of the southwest quarter of the southeast quarter of said Section 34; thence easterly on the south line of said section, 75 feet; thence north and parallel to the west line of the east half of the east half of the southwest quarter of the southeast quarter of said section, 260 feet; thence west and parallel with the south line of said section, 75 feet to the west line thereof; thence south on the west line of said east half of the east half of the southwest quarter of the southeast quarter of said section, 260 feet to the point of beginning. EXHIBIT "All TO REPAYMENT GUARANTY 5