HomeMy WebLinkAbout02935 - CV HOUSING COALITION DDA LOW INCOME SUNRISE SAN RAFAEL CV Housing Coalition
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AGREEMENT #2935
R1737q, 1-2-91
DISPOSITION AND DEVELOPMENT AGREEMENT
COACHELLA VALLEY HOUSING COALITION
THIS DISPOSITION AND DEVELOPMENT AGREEMENT is entered
into as of the date executed by the Agency and dated for
reference purposes only January 2, 1991, by and between THE
CITY OF PALM SPRINGS, a municipal corporation ( "City" ) , THE
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public
body, corporate and politic ( "Agency" ) , and COACHELLA VALLEY
HOUSING COALITION, a nonprofit California corporation.
( "Developer" ) . City, Agency and Developer agree as follows :
I. ($100) PURPOSE OF THE AGREEMENT
A. (5101) Purpose of the Agreement.
The City and Agency recognize a need within the City to
provide, or to encourage others to provide, additional low
and moderate income housing. This Agreement and the
Attachments hereto are intended to provide for the
disposition and development of a portion of an unimproved
parcel now owned by the City and designated herein as the
"Site" and the development of the "Project" thereon (as those
terms are defined herein) consisting of low and moderate
income rental units and related facilities . This Agreement
is consistent with the policies and purposes of redevelopment
as set forth in Health & Safety Code Section 33071 and is
executed by the Agency pursuant to authority found in Health
& Safes Code Section 33334. 2(e) which authorizes a
redevelopment agency to engage in a variety of activities to
promote the creation and expansion of low and moderate income
housing . The transfer of the Site by the City to the Agency
and thereafter by the Agency to Developer, subject to the
restrictions provided for in this Agreement, and the
fulfillment generally of this Agreement by Developer , are in
the vital and best interests of the City and the welfare of
its residents, and in accordance with the public purposes and
provisions of applicable federal, state and local laws and
requirements .
II. (S200) DEFINITIONS
The following terms as used in this Agreement shall have
the meanings given unless expressly provided to the contrary:
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A. (S201) Agency Deed.
The term "Agency Deed" shall mean that Grant Deed in
substantially the form attached hereto as Attachment No. 6B
by which City as Grantor will convey fee simple title to the
Site to Developer as Grantee. The Deed shall contain
conditions or other restrictions designed to carry out the
purposes of this Agreement .
B. (5202) Agreement .
The term "Agreement" shall mean this entire Disposition
and Development Agreement , including all attachments , which
attachments are a part hereof and incorporated herein in
their entirety, and all other documents incorporated herein
by reference.
C. (S203) Certificate of Completion.
The term "Certificate of Completion" shall mean that
document prepared in accordance with Section 513 of this
Agreement, in the form attached as Attachment No. 5, which
shall evidence that the construction and development of the
improvements required by this Agreement have been
satisfactorily completed.
D. (S204) City Deed.
The term "City Deed" shall mean that Grant Deed in
substantially the form attached hereto as Attachment No. 6A
by which City, as Grantor, will convey fee simple title to
the Site to Agency as Grantee.
E. (5205) Days.
The term "days" shall mean calendar days and the
statement of any time period herein shall be calendar days,
and not working days , unless otherwise specified.
F. (S206) Effective Date.
The Effective Date of this Agreement shall occur after
hearing and approval hereof by the City and Agency, and shall
mean the date this Agreement is executed on behalf of City
and Agency.
G. (S207) Enforced Delay.
The term "Enforced Delay" shall mean any delay described
in Section 803 caused without fault and beyond the reasonable
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control of a party, which delay shall justify an extension of
time to perform as provided in Section 803 .
H• (S208) Project.
The term "Project" shall mean all of the improvements
required to be constructed by Developer on the Site pursuant
to this Agreement, including, but not limited to, construc-
tion of the building, landscaping, construction of parking
areas , and related improvements . The Project is more
particularly described in the Scope of Development, attached
hereto as Attachment No . 3 . Upon completion, the Project
will consist of approximately 140 apartment units with a
total of 135 , 800 square feet including 18-1 bedroom units,
48-2 bedroom . units , 56-3 bedroom units and 18-4 bedroom
units .
I. (S209) Purchase Price.
The term "Purchase Price" shall mean that amount agreed
upon by the parties as the payment to be made by Developer to
Agency for the purchase of the Site, which Purchase Price
shall be an amount equal to $1 . 00 .
J. (S210) Regulatory Agreement.
The term "Regulatory Agreement" shall mean the
Regulatory Agreement and Declaration of Covenants and
Restrictions attached hereto as Attachment No. 7.
R. (S211) [Int:entionally Deleted]
L. (S212) Sale Closing.
The term "Sale Closing" shall mean the closing of the
Sale Escrow by the Sale Escrow Agent ' s distributing the funds
and documents received through Sale Escrow to the party
entitled thereto as provided herein, which Sale Closing shall
occur on or before the date established in the Schedule of
Performance.
M. (S213) Sale Escrow.
The term "Sale Escrow" shall mean the escrow established
pursuant to this Agreement for the conveyance of title to the
Site from City to Agency and from Agency to Developer .
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N. (5214) Sale Escrow Agent.
The term "Sale Escrow Agent" shall mean Verdugo Escrow
located at 901 E. Tahquitz Way, Suite A-105 , Palm Springs, CA
92262 and empowered hereunder to act as the Sale Escrow Agent
for this transaction.
O. (5215) Schedule of Performance.
The term "Schedule of Performance" shall mean that cer-
tain Schedule of Performance attached hereto as Attachment
No. 2 .
P. (5216) Site.
The Project shall be located upon that real property,
hereinafter referred to as the "Site" , consisting of
approximately 13 . 3 acres and located approximately 816 feet
north of the northwest corner of Sunrise Way and San Rafael
Drive. The Site is depicted and/or legally described on
Attachment No. 1-A and generally shown on the Site Map on
file with the office of the City Clerk, Case No.
Q. ( 5217) Title Company.
The term "Title Company" shall mean First American Title
Company, located at 1111 E. Tahquitz McCallum Way, Palm
Springs, California 92262, empowered hereunder to act as the
Title Company for the sale of the Site . The title officer
shall be Craig C. Mitchell.
III. (5300) PARTIES TO THE AGREEMENT
A. (5301) Agency.
Agency is a public body, corporate and politic, exercis-
ing governmental functions and powers, organized and existing
under the Community Redevelopment Law of the State of
California (Health and Safety Code Sections 33000 , et seg. ) .
The office of Agency is located at 3200 E. Tahquitz McCallum
Way, Palm Springs, CA 92263-2743 . The term "Agency, " as
used in this Agreement , includes the Palm Springs Redevelop-
ment Agency and any assignee of, or successor to, its rights ,
powers and responsibilities .
B. (5302) Cit`j. City is a municipal corporation
exercising governmental functions and powers, organized and
existing under the laws of the State of California. The
office of the City is located at 3200 E. Tahquitz McCallum
Way, Palm Springs, CA 92263-2743 . The term "City" , as used
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herein, includes the City of Palm Springs and any assignee of
or successor to, its rights, powers and responsibilities .
C. (S303) Developer.
1. Identifi.cation. Developer is Coachella Valley
Housing Coalition, a California nonprofit corporation. The
principal office of Developer for the purposes of this
Agreement is located at: 45701 Monroe Street, Suite G, Indio,
California 92201 . Developer warrants and represents to City
that each of the entities constituting Developer are validly
formed, qualified to do business and in good standing under
the laws of the State of California and have all requisite
power and authority to carry out Developer ' s business as now
and whenever conducted and to enter into and perform
Developer ' s obligations under this Agreement.
Except as may be expressly provided hereinbelow, all of
the terms , covenants and conditions of this Agreement shall
be binding on, and shall inure to the benefit of, Developer
and the permitted successors, and assigns of Developer .
Wherever the term "Developer" is used herein, such term shall
include any permitted successors and assigns of Developer as
herein provided.
2. Qualifications. Subject to the provisions of
Section 304, the qualifications and identity of Developer are
of particular concern to the Agency, and it is because of
such qualifications and identity that the Agency has entered
into this Agreement with Developer . Agency has considered
the experience, financial capability, and product being
marketed by Developer, the Site location and characteristics ,
and the public costs of acquiring and developing the Site and
return on investment . Based upon these considerations, the
Agency has imposed those restrictions on transfer set forth
in this Agreement .
D. (S304) Restrictions on Transfer .
1. Transfer Defined. As used in this Section,
the term "transfer" shall include any assignment,
hypothecation, mortgage, ' pledge, conveyance, or encumbrance
of this Agreement , the Site, 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 of the persons or entities constituting
Developer 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
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a trust, testamentary or otherwise, in which the
beneficiaries are limited to members of the transferor ' s
immediate family, or among its shareholders . In the event
that any successor of Developer , is a corporation or trust,
such transfer shall refer to the transfer of the issued and
outstanding capital stock of such corporation, of beneficial
interests of such trust; in the event that any successor of
Developer 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 successor of Developer is a joint venture,
such transfer shall refer to the transfer of more than
twenty-five percent ( 25% ) of the ownership and/or control of
any such joint venture partner, taking all transfers into
account on a cumulative basis .
2. Restrictions Prior to Completion. Prior to
issuance of the Certificate of Completion, Developer shall
not transfer this Agreement or any of Developer ' s rights
hereunder, or any interest in the Sale Escrow, the Site or in
the improvements thereon, directly or indirectly, voluntarily
or by operation of law, except as provided below, without the
prior written approval of Agency and if so purported to be
transferred, the same shall be null and void. In considering
whether it will grant approval to any assignment by Developer
of its interest in the Site before the issuance of the
Certificate of Completion, which assignment requires Agency
approval , Agency shall consider factors such as ( i ) whether
the acquisition of the Site from Agency and/or the completion
of the Project is jeopardized; ( ii ) the financial strength
and capability of the proposed assignee to perform
Developer ' s obligations hereunder; and ( iii ) the proposed
assignee ' s experience and expertise in the planning,
financing, development, ownership, and operation of similar
projects .
In the absence of :specific written agreement by Agency,
prior to the issuance of a Certificate of Completion no
assignment or transfer by Developer of all or any portion of
its interest in the Sale Escrow, the Site or this Agreement
( including without limitation an assignment or transfer not
requiring Agency approval hereunder ) shall be deemed to
relieve it or any successor party from any obligations under
this Agreement with respect to the acquisition of the Site
from Agency or the completion of the development of the
Project with respect to that portion of the Site which is so
transferred. In addition, no attempted assignment of any of
Developer ' s obligations hereunder shall be effective unless
and until the successor party executes and delivers to Agency
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an assumption agreement in a form approved by the Agency
assuming such obligations .
3. Exceptions. The foregoing prohibition shall
not apply to any of the following:
(a) Any mortgage, deed of trust, sale/lease-
back , or other form of conveyance for
financing, as provided in Section 512,
but Developer shall notify Agency in
advance of any such mortgage, deed of
trust , sale/lease-back , or other form of
conveyance for financing pertaining to
the Site .
(b) Any mortgage, deed of trust, sale/lease-
back, or other form of conveyance for
restructuring or refinancing of any
amount of indebtedness described in
subsection (a) above, provided that the
amount of indebtedness incurred in the
restructuring or refinancing does not
exceed the outstanding balance on the
debt incurred to finance the acquisition
of and improvements on the Site,
including any additional costs for
completion of construction, whether
direct or indirect, based upon the
estimates of architects and/or
contractors.
(c) The granting of easements to any
appropriate governmental agency or
utility or permits to facilitate the
development of the Site.
(d) A sale or transfer resulting from or in
connection with a reorganization as con-
templated by the provisions of the
Internal Revenue Code of 1986, as
amended or otherwise, in which the
ownership interests of a corporation are
assigned directly or by operation of law
to a person or persons , firm or corpora-
tion which acquires the control of the
voting capital stock of such corporation
or all or substantially all of the
assets of such corporation.
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(e) A sale or transfer of twenty-five
percent ( 25% ) or more of ownership or
control interest between members of the
same immediate family, or transfers to a
trust, testamentary or otherwise, in
which the beneficiaries consist solely
of immediate family members of the
transferor or transfers to a corporation
or partnership in which the immediate
family members or shareholders of the
transferor have a controlling majority
interest of more than fifty percent
( 50% ) .
( f) Any transfer to a limited partnership
for syndication purposes and any
transfer of the limited partnership
interest .
Agency shall have the right to approve any
permitted transfer exception provided for herein prior to
consummation of such transfer thereof, and Developer shall
provide Agency with copies of all documents requested by
Agency for such purposes . Any mortgage, deed of trust or
other instrument referred to in subsections (a) and (b) above
shall mean such instruments as approved by Agency pursuant to
Section 406 ( 4) of this Agreement.
4. Restrictions After Completion. Subsequent to
the issuance of the Certificate of Completion, Developer may
not sell, transfer , convey, hypothecate, assign or lease all
or any portion of its interest in the Site without complying
with the transfer restrictions contained within the Deed and
the restrictions in the Regulatory Agreement.
IV. (S400) DISPOSITION OF THE SITE.
A. (§401) Sale of the Site.
In accordance with and subject to all the terms ,
covenants and conditions of this Agreement, the City agrees
to convey to Agency and Agency agrees to accept fee title to
the Site. Agency agrees to convey to Developer and Developer
agrees to accept fee title to the Site subject to the terms
of the Agency Deed.
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B. (5402) Sale Escrow.
The Sale Escrow shall be opened within the time period
in the Schedule of Performance. This Agreement shall
constitute the joint escrow instructions of the City, Agency
and the Developer , and a duplicate original of this Agreement
shall be delivered to the Sale Escrow Agent upon the opening
of the Sale Escrow. Sale Escrow Agent is empowered to act
under these instructions . City, Agency and Developer shall
promptly prepare, execute, and deliver to the Sale Escrow
Agent such additional escrow instructions consistent with the
terms herein as shall be reasonably necessary. No provision
of any additional escrow instructions shall modify this
Agreement without specific written approval of the
modification(s) by Developer, City and Agency.
C. (g403) Conditions to Close of Sale Escrow.
1. Developer 's Conditions to Closing. Developer ' s
obligation to acquire the Site and to close the Sale Escrow
hereunder , shall, in addition to any other conditions set
forth herein in favor of Developer, be conditional and
contingent upon the satisfaction, deemed satisfaction or
waiver by Developer, of each and all of the following
conditions (collectively the "Developer ' s Conditions to
Closing" ) within the time provided in the Schedule of
Performance:
(a) Developer shall have confirmed that it will
obtain financing and subsidies sufficient to
permit it to perform all of its obligations
hereunder, including, without limitation,
approval of its applications for 3% take out
financing from the State Rental Housing
Construction Program and for financing and/or
low income housing tax credit granting agency,
Developer shall submit applications to the
proper offices of the State of California for
the financial assistance described above
within the times provided for in the Schedule
of Performance .
(b) Agency and City shall each have deposited into
escrow a certificate ( "FIRPTA Certificate" ) in
such form as may be required by the Internal
Revenue Service pursuant to Section 1445 of
the Internal Revenue Code.
(c) City shall have deposited into the Sale Escrow
the executed City Deed and Agency shall have
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deposited into the Sale Escrow the executed
Agency Deed and the Regulatory Agreement.
Any waiver of the foregoing conditions must be express
and in writing. In the event that the foregoing conditions
have not been satisfied within the time provided therefor in
the Schedule of Performance, Developer shall deliver to
Agency written notice thereof and, in the event Agency has
not caused such conditions to be satisfied within thirty ( 30 )
days following actual receipt of such notice, Developer may
terminate this Agreement by delivering a written notice in
accordance with Section. 409 .
2. City's Conditions to Closing. City' s
obligation to convey the Site to Agency shall, in addition to
any other conditions set forth herein in favor of City, be
conditional and contingent upon the satisfaction, or waiver
by City of each and all of the following conditions within
the time provided in the Schedule of Performance :
(a) All conditions established for Agency ' s
benefit in Section 403( 3 . ) below shall have
been satisfied;
(b) Agency shall have deposited with the City the
Reimbursement.
Any waiver of the foregoing conditions must be express
and in writing. In the event that Developer fails to satisfy
City' s foregoing conditions by the dates found in the
Schedule of Performance or defaults in the performance of its
obligations hereunder, City shall deliver Developer written
notice thereof in accordance with Section 409 . In the event
the conditions can still not be cured in accordance with
Section 409, City may (but shall not be obligated to)
terminate this Agreement: and the Sale Escrow.
3. Agency' s _ Conditions to Closing. Agency ' s
obligation to sell the Site and to close the Sale Escrow
hereunder, shall, in addition to any other conditions set
forth herein in favor of Agency, be conditional and
contingent upon the satisfaction, or waiver by Agency, of
each and all of the following conditions (collectively the
"Agency' s Conditions to Closing" ) within the times provided
in the Schedule of Performance:
(a) Developer shall have provided Agency with
financial statements documenting Developer ' s
financial strength (and with financing
commitments, tax credit allocation and any
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other subsidies sufficient in amount to fund
all costs of the Project) . Developer ' s
financial statements and financing and funding
commitments shall be subject to the approval
of Agency.
(b) Developer shall have timely submitted to
Agency ,and processed with the City Planning
and Building Departments plans and drawings
for all improvements to be constructed on the
Site, as provided in Section 502 .
( c) Developer shall not have made or attempted to
make a transfer in violation of Section 304 .
(d) Developer shall have deposited with Agency or
into the Sale Escrow the Purchase Price and
all other documents required under Section
404 ( 5) .
Any waiver of the foregoing conditions must be express
and in writing. In the event that Developer fails to satisfy
Agency' s foregoing conditions by the dates found in the
Schedule of Performance or defaults in the performance of its
obligations hereunder, ,Agency shall deliver Developer written
notice thereof in accordance with Section 409 . In the event
the conditions can still not be cured in accordance with
Section 409, Agency may (but shall not be obligated to)
terminate this Agreement and the Sale Escrow.
4. Additional Conditions to Closing. Prior to
the date for the Sale Closing specified in the Schedule of
Performance, Developer, Agency and City shall execute and
deliver a certificate ( "Taxpayer ID Certificate" ) in such
form as may be required by the IRS pursuant to Section 6045
of the Internal Revenue Code, or the regulations issued
pursuant thereto, certifying as to the description of the
Site, date of closing, gross price, and taxpayer
identification number or exemption for Developer , Agency and
City. Prior to the date for the Sale Closing, Developer,
Agency and City shall cause to be delivered to the Sale
Escrow Agent such other items, instruments and documents , and
the parties shall take such further actions , as may be
necessary or desirable in order to complete the Sale Closing.
No party shall be in breach of its obligations hereunder as
of the Sale Closing .
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D. (5404) Conveyance of the Site.
1. Time for Conveyance. The Sale Closing shall
occur after satisfaction of all conditions to closing of the
Sale Escrow, but not later than the date for the Sale Closing
specified in the Schedule of Performance unless extended by
the mutual agreement of the parties or any Enforced Delay.
Possession shall be delivered to Developer concurrently with
the conveyance of title.
2. Sale Escrow Agent to Advise of Costs . On or
before the date set in the Schedule of Performance, the Sale
Escrow Agent shall advise the parties in writing of the fees ,
charges, and costs necessary to close the Sale Escrow, and of
any documents which have not been provided by said party and
which must be deposited in the Sale Escrow to permit timely
closing .
3 . Deposits By City Prior to Closing. On or
before, but not later than 1: 00 p.m. of the date set forth in
the Schedule of Performance, City shall execute, acknowledge
and deposit into the Sale Escrow the following: ( i ) the City
Deed to the Site; ( ii ) taxpayer I .D. Certificate; and ( iii )
FIRPTA Affidavit .
4. Deposits By Agency Prior to Closing. On or
before, but not later than 1 : 00 p.m. of the date set in the
Schedule of Performance, Agency shall execute, acknowledge
and deposit into the Sale Escrow ( i) the Agency Deed to the
Site; ( ii ) the Regulatory Agreement; ( iii ) an estoppel
certificate certifying that Developer has completed all acts,
other than as specified, necessary for conveyance, if such be
the fact; ( iv) a FIRPTA Certificate; (v) a taxpayer I .D.
Certificate; and (vi ) payment to the Sale Escrow Agent of the
costs determined pursuant to Section 408 .
5. Deposits By Developer Prior to Closing. On or
before, but not later than 1 : 00 p.m. of the date set in the
Schedule of Performance, Developer shall execute and
acknowledge as may be required and deposit into the Sale
Escrow: ( i ) the Purchase Price; ( ii ) the Regulatory
Agreement; and ( iii ) an estoppel certificate certifying that
Agency has completed all acts, other than as specified,
necessary to conveyance, if such be the fact .
6. Recordation and Disbursement of Funds. Upon
the completion by the City, Agency and Developer of the
deliveries and actions specified in these escrow instructions
precedent to the Sale Closing, the Sale Escrow Agent shall be
authorized to buy, affix and cancel any documentary stamps
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and pay any transfer tax and recording fees, if required by
law, and thereafter cause to be recorded in the official
Records of Riverside County, California, the City Deed, the
Agency Deed, the Regulatory Agreement and any other
appropriate instruments delivered through the Sale Escrow, if
necessary or proper to, and provided that the fee title
interest can, vest in Developer in accordance with the terms
and provisions herein. Concurrent with recordation, the Sale
Escrow Agent shall deliver the Title Policy to Developer
insuring title and conforming to the requirements of Section
405 . Following recordation, the Sale Escrow Agent shall
deliver copies of said instruments to Developer and Agency.
In addition, after deducting any sums specified in this
Agreement, the Sale Escrow Agent shall disburse funds to the
parties entitled thereto.
E. (S405) Title Matters.
1. Condition of Title. City shall convey to
Agency and Agency shall convey to Developer, fee interest in
the Site, subject only to: ( i) the Redevelopment Plan, this
Agreement and conditions in the Agency Deed and the
Regulatory Agreement ; ( ii ) general and special real and
personal property taxes and assessments, ; ( iii ) public and
quasi-public utility easements; ( iv) public street easements;
and (v) covenants, conditions , restrictions, easements,
encumbrances and all other matters of any kind or nature of
record or which could be revealed upon reasonable
investigation and inquiry of the public records and physical
inspection of the Site.. City shall convey title to Agency
and Agency shall convey title to Developer pursuant to the
City Deed and the Agency Deed in the forms set forth in
Attachment Nos . 6A and 6B, respectively.
2. Exclusion of Oil, Gas. and Hydrocarbons.
Title shall be conveyed subject to any exclusion therefrom to
the extent excepted and reserved by the parties named in
deeds , leases and other documents of record with respect to
oil, gas, hydrocarbon substances and minerals of every kind
and character, lying more than five hundred feet ( 5001 ) below
the surface, together with the right to drill into, through,
and to use and occupy all parts of the Site lying more than
five hundred feet ( 500 ' ) below the surface thereof for any
and all purposes incidental to the exploration for and
production of oil, gas,, hydrocarbon substances or minerals
from the Site but, without, however, any right to use either
the surface of the Site or any portion thereof within five
hundred feet ( 500 ' ) of the surface for any purpose or
purposes whatsoever .
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3. City and Agency Not to Encumber Site. City
and Agency each hereby warrants to Developer that it has not
and will not transfer , sell, hypothecate, pledge, or
otherwise encumber the Site without express written
permission of Developer, which consent shall not be
unreasonably withheld, except such encumbrances as provided
in this Agreement or which are removed prior to the Sale
Closing.
4. Approval of Title Exceptions. Prior to the
date in the Schedule of Performance, Agency shall deliver a
preliminary title report, dated no earlier than the date of
this Agreement, to Developer including copies of all
documents referenced therein. Prior to the date in the
Schedule of Performance, Developer shall deliver to Agency
written notice, with a copy to Escrow Agent, specifying in
detail any exception disapproved and the reason therefor .
Developer shall not have the right to disapprove any
exception to title which ( i ) was created by or under
Developer ; or (ii ) is not in violation of Section 405 ( 1)
above, all such exceptions being deemed approved by
Developer . Prior to the date specified in the Schedule of
Performance, Agency shall deliver written notice to Developer
as to whether City or Agency will or will not cure the
disapproved exceptions . If Agency elects not to cure the
disapproved exceptions, Developer may terminate the Sale
Escrow but without any liability of City or Agency to
Developer on or before the date specified in the Schedule of
Performance and if not so terminated by such date, Developer
shall be deemed to have approved all disapproved exceptions .
If Agency so elects to cure the disapproved exceptions,
Agency shall do so on or, before the Sale Closing.
5. Title Policy. As of the Sale Closing, the
Sale Escrow Agent shall furnish Developer with a CLTA Policy
of Title Insurance ( the "Title Policy" ) for the Developer ' s
interest, wherein the Title Company shall insure that title
shall be vested in Developer, containing no exception to such
title which has not been approved, deemed approved or waived
by Developer in accordance with this Section 405 . Developer
may request that the Title Policy include any available
additional title insurance, extended coverage or endorsements
provided that same are available, that Developer timely
provide an ALTA survey required for such coverage and that
issuance of or lack of availability of same shall not be a
condition precedent to Developer ' s obligations hereunder nor
delay the Sale Closing. Agency shall pay all title insurance
premiums and costs, including without limitation, the
premium for the Title Policy standard coverage, and such
additional title insurance, extended coverage or special
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endorsements required by Developer and reasonably acceptable
to Agency.
G. (5406) Developer Financing for
Site Improvements.
1. Developer ' s Financial Statements. By the time
specified in the Schedule of Performance, Developer agrees to
deliver to Agency for Agency ' s approval financial statements
of Developer , its principals and statements from financial
institutions with whom Developer conducts business evidencing
their willingness to provide the financing required
hereunder .
2. Obtaininq Construction and Permanent Loans.
By the time specified in the Schedule of Performance,
Developer agrees to deliver to Agency and obtain the approval
of Agency of irrevocable written commitments from the State
of California or other governmental agency and/or financial
institutions licensed to do business in California and
acceptable to the Agency ( "Lender" ) agreeing to make
construction loans and permanent loans to Developer, secured
by a First Deed of Trust ( said commitment and loan are
sometimes referred to collectively as the "Loan" ) . The
amount of the commitment: shall not be less than the amount of
the prime construction contract, plus all other direct and
indirect costs associated with the Project, including without
limitation, architectural, engineering, legal and accounting
fees, loan fees, "points" and interest, administration,
overhead and management: fees, permit and inspection fees,
development and school fees, furnishings, fixtures , taxes and
insurance, less the amount of Developer ' s equity
contribution, if any, to the cost of construction, the source
of which is verified by the information provided in Section
406 above. The construction commitment shall be on said
Lender ' s usual and customary commercial terms and conditions ,
except for interest rate, which may be below market rates .
3. Covenants of Developer. Developer covenants
and agrees to take all action, furnish all information, give
all consents and pay all sums required to keep said
commitment and Loan in full force and effect and shall comply
with all conditions thereof, and shall promptly execute,
acknowledge and deliver all loan applications, credit
applications and data, financial statements , and loan
documents in connection therewith, and shall actually draw
upon and utilize the full amount of the Loan only for
financing the cost of the Project .
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4. Agency Approval of Lender. The Developer
shall not enter into any conveyance for financing without the
prior written approval of Agency. The Agency ' s written
approval or disapproval shall be given by the time provided
in the Schedule of Performance. Agency' s review of the
Lender shall be limited to the question of whether or not the
Lender is a qualified and responsible financial or lending
institution or other acceptable entity or person capable of
performing its obligations under the Loan. Agency ' s right of
review of the Loan shall be limited to verifying that ( i ) the
amount of the Loan is sufficient to cover the development
costs (when combined with Developer ' s equity contribution, if
any) and ( ii ) the terms and conditions of the Loan, if
performed, would not result in a violation of any of the
provisions of this Agreement , provided, however, that
Agency ' s approval of the Loan will not constitute a waiver by
Agency of any breach or violation of this Agreement that is a
result of acts that are or purport to be in compliance with
or in furtherance of the Loan.
I. ( S407) Condition of Site.
1. No Representations or Warranties. Developer
acknowledges that it has had an adequate opportunity to
inspect the Site and to investigate its physical
characteristics and conditions , and hereby waives any and all
objections to the physical characteristics and conditions of
the Site which would be disclosed by such inspection.
Developer acknowledges that neither City, Agency, nor any of
their employees, agents or representatives has made any
representations, warranties or agreements to or with
Developer on behalf of City or Agency as to any matters
concerning the Site, the present use thereof, the suitability
of Developer ' s intended use of the Site or the ability of
Developer to finance the same.
The foregoing disclaimer includes, without limitation,
topography, climate, air , water rights, utilities, present
and future zoning, soil , subsoil, existence of hazardous
waste or similar substances, purpose to which the Site is
suited, drainage or access to public roads . Developer
further acknowledges and agrees that the Site is to be
purchased, conveyed and accepted by Developer in its present
condition, "AS-IS" , and that no patent or latent physical
condition of the Site, whether or not known or discovered,
shall affect the rights of either party hereto. Developer
has investigated and has knowledge of operative or imposed
governmental laws and regulations ( including, but not limited
to, zoning, environmental, including specifically the
regulations of the Environmental Protection Agency, and land
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use laws and regulations) to which the Site may be subject,
and is acquiring the Site on the basis of its review and
determination of the application and effect of such laws and
regulations . Developer has neither received nor relied upon
any representations concerning such laws and regulations made
by City, Agency or their employees, agents , or any person
acting under or on behalf of City or Agency. Any agreements ,
warranties or representations not expressly contained in this
Agreement shall in no way bind City or Agency.
2. Hazardous Substances. Developer understands
and agrees that it takes the Site without any representations
or warranties by City or Agency, or by any official, employee
or agent of City or Agency, regarding the use, generation,
manufacture, storage, transportation, release or disposal of
Hazardous Materials and/or oil wells and/or underground
storage tanks and/or pipelines , or regarding that the Site is
or may be in violation of any federal , state or local law,
ordinance or regulation relating to Hazardous Materials
and/or oil wells and/or underground storage tanks and/or
pipelines on, under or about the Site including, without
limitation, soil and ground water conditions . Developer
acknowledges and understands that it must perform its own
"due diligence" with respect to all environmental matters
relating to the Site, .inclusive of any environmental audits
or assessments, and that Developer is not relying on any
environmental audits or assessments performed by or on behalf
of City or Agency.
Developer further understands and agrees that in
the event Developer incurs any loss or liability concerning
Hazardous Materials and/or oil wells and/or underground
storage tanks and/or pipelines whether attributable to events
occurring prior to or following the Effective Date, then
Developer may look to prior owners of the Site, but under no
circumstances shall Developer look to City or Agency for any
liability or indemnification regarding Hazardous Materials
and/or oil wells and/or underground storage tanks and/or
pipelines. Developer further understands and agrees that in
the event it acquires the Site pursuant to this Agreement ,
such acquisition will be done without any representations or
warranties by City or Agency regarding responsibility for
loss or liability incurred with respect to the use,
generation, manufacture, storage, transportation, release or
disposal of any Hazardous Materials and/or oil wells and/or
underground storage tanks and/or pipelines.
Developer , and each of the entities constituting
Developer, from and after the Effective Date, hereby waives,
releases, remises, acquits and forever discharges City,
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Agency, their directors, officers, shareholders, employees,
and agents, and their respective heirs, successors, personal
representatives and assigns, of and from any and all
Environmental Claims, Environmental Cleanup Liability and
Environmental Compliance Costs, as those terms are defined
below, and from any and all actions, suits, legal or
administrative orders or proceedings , demands, actual
damages, punitive damages, loss, costs, liabilities and
expenses, which concerti or in any way relate to the physical
or environmental conditions of the Site, the existence of any
Hazardous Material thereon, or the release or threatened
release of Hazardous Materials therefrom, whether existing
prior to, at or after the Effective Date. It is the
intention of the parties pursuant to this Release that any
and all responsibilities and obligations of City and Agency,
and any and all rights, claims , rights of action, causes of
action, demands or legal rights of any kind of Developer , its
successors, assigns or any affiliated entity of Developer,
arising by virtue of the physical or environmental condition
of the Site, the existence of any Hazardous Materials
thereon, or any release or threatened release of Hazardous
Material therefrom, whether existing prior to, at or after
the Effective Date, are by this Release provision declared
null and void and of no present or future force and effect as
to the parties . Developer expressly agrees to waive any and
all rights which said party may have under Section 1542 of
the California Civil Code which provides as follows:
"A general :release does not extend to claims
which the creditor does not know or suspect
to exist in his favor at the time of
executing the release, which if known by him
must have materially affected his settlement
with the debtor. "
Developer shall, from and after the Effective
Date, defend, indemnify and hold harmless City, Agency and
their officers, directors, employees, agents and repre-
sentatives (collectively, the "Indemnified Parties" ) from and
against any and all Environmental Claims, Environmental
Cleanup Liability, Environmental Compliance Costs, and any
other claims, actions , suits , legal or administrative orders
or proceedings, demands or other liabilities resulting at any
time from the physical and/or environmental conditions of the
Site whether before or after the Effective Date or from the
existence of any Hazardous Material or the release or
threatened release of any Hazardous Material of any kind
whatsoever, in, on or under the Site occurring at any time
whether before or after the Effective Date, including but not
limited to, all foreseeable and unforeseeable damages, fees,
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costs, losses and expenses, including any and all attorneys '
fees and environmental consultant fees, directly or
indirectly arising therefrom, and including fines and
penalties of any nature whatsoever , assessed, levied or
asserted against any Indemnified Parties to the extent that
the fines and/or penalties are the result of a violation or
an alleged violation of any Environmental Law. Developer
further agrees that in the event Developer obtains, from any
persons or entities, releases from liability, indemnities , or
other forms of hold harmless relating to the subject matter
of this section, Developer shall obtain for City and Agency
the same releases, indemnities, and other comparable
provisions .
For purposes of this Section, the following terms
shall have the following meanings :
(a) "Environmental Claim" means any claim for
personal injury, death and/or property damage
made, asserted or prosecuted by or on behalf
of any third party, including, without
limitation, any governmental entity, employee,
former employee, or their respective legal
representatives, heirs , beneficiaries and
estates , relating to the Site or their
operations and arising or alleged to arise
under any, Environmental Law.
(b) "Environmental Cleanup Liability" means any
cost or expense of any nature whatsoever
incurred to contain, remove, remedy, clean up,
or abate any contamination or any Hazardous
Material from or on any part of the Site,
including, without limitation, ( i) any direct
costs or expenses for investigation, study,
assessment, legal representation, cost
recovery by governmental agencies, or on-going
monitoring in connection therewith and ( ii )
any cost „ expense, loss or damage incurred
with respect to the Site or its operation as a
result of actions or measures necessary to
implement or effectuate any such containment ,
removal, remediation, treatment , cleanup or
abatement .
( c) "Environmental Compliance Cost" means any cost
or expense of any nature whatsoever necessary
to enable the Site to comply with all
applicable Environmental Laws in effect .
"Environmental Compliance Cost" shall include
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all costs necessary to demonstrate that the
Site is capable of such compliance .
(d) "Environmental Law" means any federal, state
or local statute, ordinance, rule, regulation,
order, consent decree, judgment or common-law
doctrine, and provisions and conditions of
permits , licenses and other operating
authorizations relating to ( i ) pollution or
protection of the environment, including
natural resources , ( ii ) exposure of persons,
including employees , to Hazardous Materials or
other products, raw materials, chemicals or
other substances, ( iii ) protection of the
public health or welfare from the effects of
by-products, wastes, emissions, discharges or
releases of chemical substances from
industrial or commercial activities, or ( iv)
regulation of the manufacture, use or
introduction into commerce of chemical
substances, including, without limitation,
their manufacture, formulation, labeling,
distribution, transportation, handling,
storage and disposal .
(e) "Hazardous Material" is defined to include any
hazardous, or toxic substance, material or
waste which is or becomes regulated by any
local governmental authority, the State of
California, or the United States Government .
The term "Hazardous Material" includes,
without limitation, any material or substance
which is : ( i) petroleum or oil or gas or any
direct or derivate product or byproduct
thereof; ( ii ) defined as a "hazardous waste, "
"extremely hazardous waste" or "restricted
hazardous waste" under Sections 25115, 25117
or 25122 . 7, or listed pursuant to Section
25140, of the California Health and Safety
Code, Division 20, Chapter 6. 5 (Hazardous
Waste Control Law) ; ( iii ) defined as a
"hazardous substance" under Section 25316 of
the California Health and Safety Code,
Division 20 , Chapter 6. 8 (Carpenter-Presley-
Tanner Hazardous Substance Account Act) ; ( iv)
defined as a "hazardous material, " "hazardous
substance, " or "hazardous waste" under
Sections 25501( j ) and (k) and 25501. 1 of the
California Health and Safety Code, Division
20 , Chapter 6 . 95 (Hazardous Materials Release
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Response Plans and Inventory) ; (v) defined as
a "hazardous substance" under Section 25281 of
the California Health and Safety Code,
Division 20, Chapter 6.7 (Underground Storage
of Hazardous Substances) ; (vi) "used oil" as
defined under Section 25250 ._1 of the
California Health and Safety Code; (vii )
asbestos; (viii ) listed under Article 9 or
defined as hazardous or extremely hazardous
pursuant to Article 1 of Title 22 of the
California Code of Regulations , Division 4,
Chapter 30 ; ( ix) defined as waste or a
hazardous substance pursuant to the Porter-
Cologne Act , Section 13050 of the California
Water Code; (x) designated as a "toxic
pollutant" pursuant to the Federal Water
Pollution Control Act, 33 U.S.C. § 1317; (xi)
defined as a "hazardous waste" pursuant to the
Federal Resource Conservation and Recovery
Act, 42 U. S.C. § 6901 et seg. ( 42 U. S.C.
§ 6903) ; (xii ) defined as a "hazardous
substance" pursuant to the Comprehensive
Environmental Response, Compensation and
Liability Act , 42 U.S.C. § 9601 et sec . ( 42
U.S.C. § 9601) ; (xiii) defined as "Hazardous
Material" pursuant to the Hazardous Materials
Transportation Act, 49 U. S.C. § 1801 et seg. ;
or (xiv) defined as such or regulated by any
"Superfund" or "Superlien" law, or any other
federal, state or local law, statute,
ordinance, code, rule, regulation, order or
decree regulating, relating to, or imposing
liability or standards of conduct concerning
Hazardous Materials and/or oil wells and/or
underground storage tanks and/or pipelines, as
now, or at any time hereafter, in effect .
Notwithstanding any other provision of this
Agreement , Developer ' s release and indemnification as set
forth in the provisions of this Section, as well as all
provisions of this Section shall survive the Sale Closing and
shall continue permanently.
3. Right to Enter Site Indemnification. Prior
to the closing of the Sale Escrow, Developer, its employees,
agents or contractors have the right to enter onto the Site
to conduct soils, engineering, or other tests and studies , to
perform preliminary work: or for any other purposes to carry
out the terms of this Agreement . Developer shall indemnify,
defend and hold City and Agency harmless from and against any
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claims, injuries or damages arising out of or involving any
such entry or activity as provided in Section 505 . Any such
activity shall be undertaken only after securing any
necessary permits from the appropriate governmental agencies
and providing City with certificates of insurance evidencing
the coverages required in Section 506 .
J. (S408) Costs! of Escrow.
1. Payment of Costs. The Sale Escrow Agent is
authorized to allocate all costs of the Sale Escrow to
Agency, including without limitation, the cost of the Title
Policy, premiums for any additional insurance, extended
coverage or special endorsements approved by Agency,
documentary transfer tax, if any, all recording fees and all
escrow and similar fees . Developer shall pay its own
attorneys ' fees .
2. Prorations and Adjustments. Developer shall
be responsible for all ad valorem taxes and assessments on
the Site and insurance on the Site, from and after the Sale
Closing.
R. (S409) Termination of the Sale Escrow.
1. Termination. The Sale Escrow may be
terminated by demand of either party who then shall have
fully performed its obligations hereunder if:
(a) The Conditions to Closing for the benefit of
such party have not occurred or have not been
approved, disapproved, or waived as the case
may be, by the approving party by the date
established herein for the occurrence of such
Condition, including any grace period pursuant
to this Section; or
(b) The Sale Escrow is not in a condition to close
by the date set for the Sale Closing; or
( c) The other party is in breach of the terms and
conditions of this Agreement .
In the event of the foregoing, the terminating party
may, in writing, demand return of its money, papers, or
documents from the Sale Escrow Agent and shall deliver a copy
of such demand to the non-terminating party. No demand shall
be recognized by the Sale Escrow Agent until fifteen (15)
days after the Sale Escrow Agent shall have mailed copies of
such demand to the non-terminating party, and if no
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objections are raised in writing to the terminating party and
the Sale Escrow Agent by the non-terminating party within the
fifteen ( 15) day period. In the event of such objections,
the opportunity to cure shall be provided as stated below in
Subsection 2 of this Section. In addition, the Escrow Agent
is authorized to hold all money, papers, and documents until
instructed in writing by both Developer , Agency and City or ,
upon failure thereof, by a court of competent jurisdiction;
provided that after expiration of the cure period provided in
Subsection 2 of this Section. If no such demands are made,
the Sale Escrow shall be closed as soon as possible and
neither party shall have any further liability to the other .
2. Opportunity to Cure. Prior to the Sale
Closing, in the event any of the Conditions to Closing are
not satisfied or waived by the party with the power to
approve said Conditions ( the "approving party" ) , then such
party shall explain in writing to the other party (the
"nonapproving party" ) the reason for the disapproval .
Thereafter , the nonapproving party shall have an additional
thirty ( 30 ) days to satisfy any such Condition to Closing,
and only if such Conditions still cannot be satisfied may the
approving party terminate the Sale Escrow. In the event Sale
Escrow is not in a condition to close because of a default by
any party, and the performing party has made demand as stated
in Subsection 1 of this Section, then upon the non-performing
party ' s delivering its objection to Sale Escrow Agent and the
performing party within the above fifteen ( 15 ) day period,
the non-performing party shall have the right to cure the
default in accordance with and in the time provided in
Section 701.
L. (S410) Responsibility of Sale Escrow Agent.
1. Deposit of Funds. All funds received in the
Sale Escrow shall be deposited by the Sale Escrow Agent in a
special escrow account with any state or national bank doing
business in the State of California and may not be combined
with other escrow funds of Sale Escrow Agent or transferred
to any other general escrow account or accounts .
2. Notices. All communications from the Sale
Escrow Agent shall be directed to the addresses and in the
manner provided in Section 801 of this Agreement for notices ,
demands and communications between City and Developer .
3. Sufficiency of Documents. The Sale Escrow
Agent is not to be concerned with the sufficiency, validity,
correctness of form, or content of any document prepared
outside of escrow and delivered to Escrow. The sole duty of
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the Sale Escrow Agent is to accept such documents and follow
Developer 's, Agency ' s and City ' s instructions for their use.
4. Exculpation of Escrow Agent. The Sale Escrow
Agent shall in no case or event be liable for the failure of
any of the Conditions to Closing of the Sale Escrow, or for
forgeries or false personation, unless such liability or
damage is the result of negligence or willful misconduct by
the Sale Escrow Agent .
5. Responsibilities in the Event of Controversies.
If any controversy documented in writing arises between
Developer , Agency and City or with any third party with
respect to the subject matter of this escrow or its terms or
conditions, the Sale Escrow Agent shall not be required to
determine the same, to return any money, papers or documents,
or take any action regarding the Site prior to settlement of
the controversy by a final decision of a court of competent
jurisdiction or written agreement of the parties to the
controversy. The Sale Escrow Agent shall be responsible for
timely notifying Developer, Agency and City of the
controversy. In the event of such a controversy, the Sale
Escrow Agent shall not be liable for interest or damage costs
resulting from failure to timely close escrow or take any
other action unless such controversy has been caused by the
failure of the Sale Escrow Agent to perform its
responsibilities hereunder . ,
V. (S500) DEVELOPMENT OF THE SITE
A. (S501) Scope of Development; Public Improvement.
1. Scope o1` Development. The Site shall be
developed by Developer as provided in the Scope of
Development, the Developer ' s Basic Concept Drawings approved
concurrently herewith and the plans and permits approved by
City and Agency pursuant to Section 502 .
2. Public Improvements. In connection with
approval of the Project, the City shall determine those
public improvements which must be constructed as a part of or
in connection with the Project . Developer shall be
responsible for installing, at its expense, all such public
improvements .
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B• (5502) Development Plans, Final Building
Plans.
1. Proposed Development ' s Consistency With Plans
and Codes. Developer warrants and represents that the City ' s
General Plan and Zoning Ordinance permit Developer ' s proposed
development, and construction, operation, and use of the Site
as provided in this Agreement, including without limitation
the Scope of Development, subject only to ( i) approval of the
Project pursuant to Health and Safety Code Sections 33433 and
33421 . 1 ; ( ii ) those development approvals yet to be obtained,
including amendment to the planned development approval
previously granted for the Site and adjacent property to
conform to the improvements contemplated in Developer Basic
Concept Drawings ; and ( iii ) City ' s and Agency ' s review and
approval of the Project in accordance with the California
Environmental Quality Act . It is expressly understood by the
parties hereto that neither Agency nor City makes any
representations or warranties with respect to approvals
required by any other governmental entity or with respect to
approvals hereinafter required from City and Agency, Agency
reserving full police power authority over the Project and
Developer acknowledges that Agency 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
a guarantee that such approvals or permits will be issued
within any particular time or with or without any particular
conditions .
2. Evolution of Development Plan Following
approval of this Agreement, the City shall review and
identify any corrections required for approval of the
Developer ' s Basic Concept Drawings . On or before the date
set forth in the Schedule of Performance, Developer shall
submit to the Agency preliminary, and thereafter final
drawings and specifications for development of the Site and
each parcel thereof in accordance with the Scope of
Development , and all in accordance with the City ' s
requirements . The term preliminary and final drawings shall
be deemed to include site plans , building plans and
elevations , grading plans , if applicable, landscaping plans ,
parking plans, material pallets , a description of structural ,
mechanical , and electrical systems , and all other plans ,
drawings and specifications . Final drawings will be in
sufficient detail to obtain a building permit . Said plans ,
drawings and specifications shall be consistent with the
Scope of Development and the various development approvals
referenced hereinabove, except as such items may be amended
by City ( if applicable) and by mutual consent of Agency and
Developer. Plans, ( concept, preliminary and construction)
shall be progressively more detailed and will be approved if
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a logical evolution of plans, drawings or specifications
previously approved.
3. Develope?r Best Efforts to Obtain Approvals
Developer shall exercise its best efforts to timely submit
all documents and information necessary to . obtain all
development and building approvals from the City in a timely
manner . Not by way of limitation of the foregoing, in
developing and constructing the Project , Developer shall
comply with all applicable development standards in City' s
Municipal Code and shall comply with all building code,
landscaping, signage, and parking requirements , except as may
be permitted through approved variances and modifications .
4. Agency Assistance. Subject to Developer ' s
compliance with ( i ) the applicable City and Agency
development standards for the Site; and ( ii) all applicable
laws and regulations governing such matters as public
hearings, site plan review and environmental review, Agency
agrees to provide reasonable assistance to Developer, at no
cost, expense or liability to Agency, in the expeditious
processing of Developer ' s submittals required under this
Section in order that Developer can obtain a final City
action on such matters within the time set forth in the
Schedule of Performance . City or Agency' s failure to provide
necessary approvals or permits within such time periods,
after and despite Developer ' s reasonable efforts to submit
the documents and information necessary to obtain the same,
shall constitute an Enforced Delay.
5. Disapproval. Agency shall approve or
disapprove any submittal made by Developer pursuant to this
Section within thirty ( 30 ) days after such submittal. All
submittals made by Developer will note the thirty ( 30) day
time limit, and specifically reference this Agreement and
this section . Any disapproval shall state in writing the
reason for the disapproval and the changes which Agency
requests be made. Developer shall make the required changes
and revisions and resubmit for approval as soon as is
reasonably practicable but no more than thirty ( 30 ) days
after the date of disapproval. Thereafter , Agency shall have
an additional thirty ( 30 ) days for review of the resubmittal,
but if the Agency disapproves the resubmittal, then the cycle
shall repeat, until Agency ' s approval has been obtained. The
foregoing time periods may be shortened if so specified in
the Schedule of Performance.
6. Approvals to be Obtained by Developer.
Developer shall be responsible for processing all appropriate
applications and obtaining all approvals necessary for
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construction and operation of the Project , including without
limitation, applications and approval required under the
California Environmental Quality Act .
C. (5503) Developer Responsibilities
During Construction.
The cost of constructing all of the improvements thereon
required to be constructed for the Project shall be borne
solely by Developer , except for any work expressly set forth
in this Agreement to be performed by Agency or others .
D. (5504) Schedule of Performance;
Progress Reports.
Developer shall begin and complete all plans, reviews ,
construction and development specified in the Scope of
Development within the times specified in the Schedule of
Performance or such reasonable extensions of said dates as
may be mutually approved in writing by the parties . Once
construction is commenced, it shall be diligently pursued to
completion, and shall not be abandoned for more than thirty
( 30) consecutive days, except when due to an Enforced Delay.
Developer shall keep Agency informed of the progress of con-
struction and submit to Agency written reports of the
progress of the construction when and in the form requested
by Agency.
E. (5505) Indemnification During Construction.
During the periods of construction on the Site and until
such time as Agency has issued a Certificate of Completion
with respect to the construction of the improvements thereon,
the Developer agrees to and shall indemnify and hold City and
the Agency harmless from and against all liability, loss,
damage, costs, or expenses ( including reasonable attorneys '
fees and court costs) arising from or as a result of the
death of any person or any accident, injury, loss, or damage
whatsoever caused to any person or to the property of any
person which shall occur on the Site and which shall be
directly or indirectly caused by any acts done thereon or any
errors or omissions of Developer or its agents , servants ,
employees , or contractors . Developer shall not be
responsible for (and such indemnity shall not apply to) any
acts , errors , or omissions of the City or the Agency, or
their respective agents, servants , employees , or contractors .
City and Agency shall not be responsible for any acts,
errors, or omissions of any person or entity except City and
Agency and their respective agents, servants, employees , or
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contractors, subject to any and all statutory and other
immunities .
F. (S506) Bodily Iniury Property Damage and
Workers ' Compensation Insurance.
Prior to the commencement of any construction on the
Site required to be performed by Developer hereunder ,
including without limitation any site preparation work on or
adjacent to the Site such as soil and engineering tests and
grading, Developer shall furnish or cause to be furnished to
Agency duplicate originals or appropriate certificates of ( i )
commercial general liability insurance on an "occurrence"
basis including bodily injury and property damage insurance
in the amount. of at least ONE MILLION DOLLARS ( $1 , 000 , 000 . 00 )
each occurrence, TWO MILLION DOLLARS ( $2, 000 , 000 . 00 )
aggregate products and completed operations and TWO MILLION
DOLLARS ( $2 , 000 , 000 . 00 ) general aggregate naming City and the
Agency as additional insureds, and ( ii) so-called "Builder ' s
Risk" insurance, covering the replacement value of any
improvements constructed on the Site . All certificates of
insurance shall provide that such insurance shall not be
cancelled or terminated without a minimum of thirty ( 30) days
prior written notice to City and Agency shall be primary
insurance and not contributory with any insurance which may
be maintained by City or the Agency, and shall be issued by
an insurance company which is rated "A" or "A+" by Best ' s
Rating System. Developer shall also, upon request of
Agency, furnish or cause to be furnished to Agency evidence
reasonably satisfactory to it that Developer and any
contractors and subcontractors with whom Developer has
contracted for the performance of any work for which
Developer is responsible hereunder carries workers ' compen-
sation insurance as required by law. The obligations set
forth in this Section shall remain in effect only during such
periods of time that construction work is in progress and
prior to the time Developer is entitled to a Certificate of
Completion.
G. (S507) City and Other Governmental
Agency Permits.
Before commencement of construction or development of
any buildings, structures, or other works of improvement upon
the Site which are Developer ' s responsibility under the Scope
of Development, Developer shall at its own expense secure or
cause to be secured any and all permits which may be required
by City or any other governmental agency affected by such
construction, development or work. Developer shall not be
obligated to commence construction if any such permit is not
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issued despite good faith effort by Developer . If there is
delay beyond the usual, time for obtaining any such permits
due to no fault of Developer, the Schedule of Performance
shall be extended to the extent such delay prevents any
action which could not: legally or would not in accordance
with good business practices be expected to occur before such
permit was obtained. Developer shall pay all normal and
customary fees and charges applicable to such permits and any
fees or charges hereafter imposed by City or Agency which are
standard for and uniformly applied to similar projects in the
City.
H. (5508) Rights of Access.
Representatives of Agency shall have the reasonable
right of access to the Site without charges or fees, at any
time during normal construction hours during the period of
construction, for the purpose of assuring compliance with
this Agreement, including but not limited to the inspection
of the construction work being performed by or on behalf of
Developer . Such representatives of Agency shall be those who
are so identified in writing by the Executive Director of
Agency. Each such representative of Agency shall identify
himself or herself at the job site office upon his or her
entrance to the Site, and shall provide Developer , or the
construction superintendent or similar person in charge on
the Site, a reasonable opportunity to have a representative
accompany him or her during the inspection. Agency shall
indemnify, defend, and hold Developer harmless from any
injury or property damage caused or liability arising out of
Agency ' s exercise of this right of access . Developer shall
be solely responsible for all aspects of Developer ' s business
and conduct in connection with the Property and the
improvements, including but not limited to, the quality and
suitability of the plans and specifications and their
compliance with all governmental requirements, the
supervision of the work of construction, the qualifications ,
financial condition and performance of all architects,
engineers, contractors, material suppliers , consultants and
property managers, and the accuracy of all applications for
payment and the proper application of all disbursements .
Agency is not obligated to supervise, inspect or inform
Developer or any third party of any aspect of the
construction of the improvements or any other matter referred
above. Any inspection or review by Agency is to determine
whether Developer is properly discharging its obligations to
Agency and may not be relied upon by Developer or any third
party. Agency owes no duty of care to Developer or any third
party to protect against , or to inform Developer or any third
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party of, any negligent, faulty, inadequate or defective
design or construction of the improvements .
I. (S509) Applicable Laws.
Developer shall carry out the construction of the
improvements to be constructed by Developer in conformity
with all applicable laws , including all applicable federal
and state labor laws .
J. (S510) Antidiscrimination During Construction.
Developer , for itself and its successors and assigns ,
agrees that in the construction of the improvements to be
constructed by Developer, it shall not discriminate against
any employee or applicant for employment because of race,
color , creed, religion, sex, marital status, ancestry or
national origin.
K. (S511) Taxes, Assessments, Encumbrances
and Liens.
Developer shall pay, when due, all general and special
real and personal property taxes and assessments assessed or
levied attributable to the period subsequent to the Sale
Closing. Until the date Developer is entitled to the
issuance by Agency of a. Certificate of Completion, Developer
shall not place or allow to be placed thereon any mortgage,
trust deed, encumbrance or lien prohibited by this Agreement .
Developer shall remove or have removed any levy or attachment
made on the Site, or assure the satisfaction thereof, within
a reasonable time, but in any event prior to a sale
thereunder . Nothing herein contained shall be deemed to
prohibit Developer from contesting, in good faith, the
validity or amounts of any tax, assessment, encumbrance or
lien, nor to limit the remedies available to Developer in
respect thereto, provided Developer first delivers such bond
or other security as requirement to assure that no sale
occurs thereunder .
L. (S512) Rights of Holders of Approved
Security Interests in Site.
1. Definitions. As used in this Section, the
term "mortgage" shall include any mortgage, whether a
leasehold mortgage or otherwise, deed of trust, or other
security interest, or sale and lease-back, or any other form
of conveyance for financing which is approved by Agency
pursuant to the terms of this Agreement. The term "holder"
shall include the holder of any such mortgage, deed of trust,
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or other security interest, or the lessor under a lease-back,
or the grantee under any other conveyance for financing.
2. No Encumbrances Except Mortgages to Finance
the Proiect. Notwithstanding the restrictions on transfer in
Section 303, mortgages required for any reasonable method of
financing of the construction of the improvements are
permitted before issuance of a Certificate of Completion but
only for the purpose of securing loans of funds used or to be
used for financing the acquisition of the Site, for the
construction of improvements thereon, and for any other
expenditures necessary and appropriate to develop the Site
under this Agreement, or for restructuring or refinancing any
for same, so long as the refinancing does not exceed the then
outstanding balance of the existing financing, including any
additional costs for completion of construction, whether
direct or indirect , based upon the estimates of architects
and/or contractors . Developer (or any entity permitted to
acquire title under this Section) shall notify the Agency in
advance of any mortgage, if Developer or such entity proposes
to enter into the same before issuance of the Certificate of
Completion. Developer or such entity shall not enter into
any such conveyance for financing without the prior written
approval of the Agency as provided in Section 407 . Any
lender approved by the City pursuant to Section 407 shall not
be bound by any amendment, implementation, or modification to
this Agreement subsequent to its approval without such lender
giving its prior written consent thereto. In any event, the
Developer shall promptly notify the Agency of any mortgage,
encumbrance, or lien that has been created or attached
thereto prior to issuance of a Certificate of Completion,
whether by voluntary act of the Developer or otherwise .
3. Developer ' s Breach Not Defeat Mortgage Lien.
Developer ' s breach of any of the covenants or restrictions
contained in this Agreement shall not defeat or render
invalid the lien of any, mortgage made in good faith and for
value as to the Site, or any part thereof or interest
therein, but unless otherwise provided herein, the terms,
conditions , covenants , restrictions, easements, and
reservations of this Agreement shall be binding and effective
against the holder of any such mortgage of the Site whose
interest is acquired by foreclosure, trustee ' s sale or other-
wise.
4. Holder Not Obligated to Construct or Complete
Improvements . The holder of any mortgage shall in no way be
obligated by the provisions of this Agreement to construct or
complete the improvements or to guarantee such construction
or completion. Nothing in this Agreement shall be deemed or
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construed to permit or authorize any such holder to devote
the Site or any portion thereof to any uses , or to construct
any improvements thereon, other than those uses or
improvements provided for or authorized by this Agreement .
5. Notice of Default to Mortgagee, Deed of Trust
or Other Security Interest Holders. Whenever Agency shall
deliver any notice or demand to Developer with respect to any
breach or default by Developer hereunder, Agency shall at the
same time deliver a copy of such notice or demand to each
holder of record of any mortgage who has previously made a
written request to Agency therefor, or to the representative
of such lender as may be identified in such a written request
by the lender . No notice of default shall be effective as to
the holder unless such notice is given.
6. Right to Cure. Each holder ( insofar as the
rights of Agency are concerned) shall have the right, at its
option, within ninety ( 90 ) days after the receipt of the
notice, to:
(a) Obtain possession, if necessary, and to
commence and diligently pursue said cure
until the same is completed, and
(b) Add the cost of said cure to the security
interest debt and the lien or obligation on
its security interest;
provided that in the case of a default which cannot with
diligence be remedied or cured within such ninety ( 90 ) day
period, such holder shall have additional time as reasonably
necessary to remedy or cure such default .
In the event there_ is more than one such holder , the
right to cure or remedy a breach or default of Developer
under this Section shall be exercised by the holder first in
priority or as the holders may otherwise agree among them-
selves, but there shall be only one exercise of such right to
cure and remedy a breach or default of Developer under this
Section.
. No holder shall undertake or continue the construction
or completion of the improvements (beyond the extent
necessary to preserve or protect the improvements or
construction already made) without first having expressly
assumed Developer ' s obligations to Agency by written agree-
ment satisfactory to Agency with respect to the Site or any
portion thereof in which the holder has an interest . The
holder must agree to complete, in the manner required by this
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Agreement, the improvements to which the lien or title of
such holder relates, and submit evidence satisfactory to the
Agency that it has the qualifications and financial
responsibility necessary to perform such obligations . Any
holder properly completing such improvements shall be
entitled, upon written request made to Agency, to a Certifi-
cate of Completion from Agency.
7. Agency' :; Rights upon Failure of Holder to
Complete Improvements . In any case where one hundred eighty
( 180) days after default by Developer in completion of
construction of improvements under this Agreement, the holder
of any mortgage creating a lien or encumbrance upon the Site
or improvements thereon has not exercised the option to con-
struct afforded in this Section or if it has exercised such
option and has not proceeded diligently with construction,
Agency may, after ninety ( 90 ) days ' notice to such holder and
if such holder has not exercised such option to construct
within said ninety ( 90 ) day period, purchase the mortgage,
upon payment to the holder of an amount equal to the
indebtedness secured by such mortgage.
In the event that the holder does not exercise its
option to construct afforded in this Section, and Agency
elects not to purchase the mortgage of holder, upon written
request by the holder to Agency, Agency agrees to use reason-
able efforts to assist the holder in selling the holder ' s
interest to a qualified and responsible party or parties (as
determined by Agency) , who shall assume the obligations of
making or completing the improvements required to be con-
structed by Developer , or such other improvements in their
stead as shall be satisfactory to Agency. The proceeds of
such a sale shall be applied, first to the holder of those
amounts secured by such mortgage and any balance remaining
thereafter shall be applied as follows, except as otherwise
applicable by law:
(a) First, to reimburse Agency, on its own behalf
and on behalf of the Agency, for all costs and
expenses actually and reasonably incurred by
Agency, including but not limited to payroll
expenses„ management expenses, legal expenses ,
and others .
( b) Second, to reimburse Agency, on its own behalf
and on behalf of the Agency, for all payments
made by Agency to discharge any other encum-
brances or liens on the Site or to discharge
or prevent from attaching or being made any
subsequent encumbrances or liens due to obli-
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gations,, defaults, or acts of Developer, its
successors or transferees .
(c) Third, to reimburse Agency, on its own behalf
and on behalf of the City, for all costs and
expenses actually and reasonably incurred by
Agency, in connection with its efforts assist-
ing the holder in selling the holder ' s inter-
est in accordance with this Section.
(d) Fourth, any balance remaining thereafter shall
be paid to Developer .
8. Right of Agency to Cure Mortgage Deed of
Trust or Other Security Interest Default. In the event of a
default or breach by Developer (or entity permitted to
acquire title under this Section) of a mortgage prior to the
issuance by Agency of a Certificate of Completion for the
Site or portions thereof covered by said mortgage, and the
holder of any such mortgage has not exercised its option to
complete the development, Agency may cure the default prior
to completion of any foreclosure. In such event, Agency
shall be entitled to reimbursement from Developer or other
entity of all costs and expenses incurred by Agency in curing
the default , to the extent permitted by law, as if such
holder initiated such claim for reimbursement, including
legal costs and attorneys ' fees, which right of reimbursement
shall be secured by a lien upon the Site to the extent of
such costs and disbursements . Any such lien shall be subject
to:
(a) Any mortgage for financing permitted by this
Agreement; and
(b) Any rights or interests provided in this
Agreement: for the protection of the holders of
such mortgages for financing;
provided that nothing herein shall be deemed to impose upon
Agency any affirmative obligations (by the payment of money,
construction or otherwise) with respect to the Site in the
event of its enforcement of its lien.
9 . Right of the Agency to Satisfy Other Liens on
the Property After Conveyance of Title. After the conveyance
of title and prior to the recordation of a Certificate of
Completion for construction and development, and after the
Developer has had a reasonable time to challenge, cure, or
satisfy any liens or encumbrances on the Site or any portion
thereof, the Agency shall have the right to satisfy any such
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liens or encumbrances;: provided, however, that nothing in
this Agreement shall require the Developer to pay or make
provision for the payment of any tax, assessment, lien or
charge so long as the Developer in good faith shall contest
the validity or amount thereof, and so long as such delay in
payment shall not subject the Site or any portion thereof to
forfeiture or sale .
M. ( S513) Certificate of Completion.
Upon the completion of all construction required to be
completed by Developer on the Site, Agency shall furnish
Developer with the Certificate of Completion for the Site in
the form attached hereto as Attachment No. 5 upon written
request therefor by Developer . The Certificate of Completion
shall be executed and notarized so as to permit it to be
recorded in the Office of the Recorder of Riverside County.
A Certificate of Completion shall be, and shall state
that it constitutes, conclusive determination of satisfactory
completion of the construction and development of the
improvements required by this Agreement upon the Site and of
full compliance with the terms of this Agreement with respect
thereto. A partial Certificate of Completion applicable to
less than the entire Site shall not be permitted.
After the issuance of a Certificate of Completion, any
party then owning or thereafter purchasing, leasing or other-
wise acquiring any interest in the Site shall not (because of
such ownership, purchase, lease, or acquisition) incur any
obligation or liability under this Agreement with respect
thereto, except that such party shall be bound by the cove-
nants, encumbrances , and easements contained in the Deed and
the Regulatory Agreement . After issuance of a Certificate of
Completion, the Agency shall not have any rights or remedies
under this Agreement with respect to said Site, except as
otherwise set forth or incorporated in the Agency Deed and
the Regulatory Agreement .
Agency shall not unreasonably withhold a Certificate of
Completion. If Agency refuses or fails to furnish a Certifi-
cate of Completion within thirty ( 30 ) days after written
request from Developer or any entity entitled thereto, Agency
shall provide a written statement of the reasons Agency
refused or failed to furnish a Certificate of Completion.
The statement shall also contain Agency ' s opinion of the
action Developer must take to obtain a Certificate of Comple-
tion. If the reason for such refusal is confined to the
immediate availability of specific items or materials for
landscaping, or other minor so-called "punch list" items,
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Agency will issue its Certificate of Completion upon the
posting of a bond in an amount representing one hundred fifty
percent (150% ) of the fair value of the work not yet com-
pleted or other assurance reasonably satisfactory to Agency.
A Certificate of Completion shall not constitute evi-
dence of compliance with or satisfaction of any obligation of
Developer to any holder of a mortgage, or any insurer of a
mortgage securing money loaned to finance the improvements ,
or any part thereof. Such Certificate of Completion is not
notice of completion as referred to in the California Civil
Code Section 3093 . Nothing herein shall prevent or affect
Developer ' s right to obtain a Certificate of Occupancy from
the Agency before the Certificate of Completion is issued.
N. (§514) Estoppels.
At the request of Developer or any holder of a mortgage
or deed of trust, Agency shall, from time to time and upon
the request of such holder , timely execute and deliver to
Developer or such holder a written statement of Agency that,
to the best of its knowledge, no default or breach exists (or
would exist with the passage of time, or giving of notice or
both) by Developer under this Agreement, if such be the
determination of Agency, and certifying as to whether or not
Developer has at the date of such certification complied with
any obligation of Developer hereunder as to which such holder
may inquire. The form of any estoppel letter shall be
prepared by the holder or Developer and in form reasonably
acceptable to Agency and shall be at no cost to Agency.
VI. (§600) USES OF THE SITE
A. (§601) Use For Affordable Rental Housing.
The Developer covenants and agrees for itself, its
successors , its assigns and every successor in interest that
during construction and thereafter, the Developer , such
successors and such assigns shall devote the Site to the uses
as provided in the Agency Deed and subject to the
restrictions contained in the Regulatory Agreement.
B. (§602) Obligation to Refrain from
Discrimination.
There shall be no discrimination against, or segregation
of, any persons, or group of persons, on account of race,
color, creed, religion, sex, marital status, national origin
or ancestry in the rental, sale, lease, sublease, transfer ,
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use, occupancy, or enjoyment of the Site, or any portion
thereof, nor shall Developer, or any person claiming under or
through Developer , establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number , use or occupancy of tenants,
lessees , subtenants, sublessees or vendees of the Site or any
portion thereof. The nondiscrimination and nonsegregation
covenants contained herein shall remain in effect in perpe-
tuity.
C. (§603) Form of Nondiscrimination and
Nonsegregation Clauses.
Developer shall refrain from restricting the rental,
sale, or lease of any portion of the Site on the basis of
race, color, creed, religion, sex, marital status, ancestry
or national origin of any person. All such deeds, leases or
contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses :
1. Deeds. In deeds the following language shall
appear : "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and
assigns , and all persons claiming under or through them, that
there shall be no discrimination against or segregation of
any person or group of persons on account of race, color,
creed, religion, sex, marital status , national origin or
ancestry in the sale, lease, sublease, transfer, use, occu-
pancy, tenure or enjoyment of the land herein conveyed, nor
shall the grantee, or any persons claiming under or through
him or her , establish or permit any such practice or prac-
tices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants,
lessees , subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land. "
2. Leases. In leases the following language
shall appear : The lessee herein covenants by and for
himself or herself, his or her heirs, executors ,
administrators and assigns, and all persons claiming under or
through him or her , and this lease is made and accepted upon
and subject to the following conditions : ' That there shall
be no discrimination against or segregation of any person or
group of persons on account of race, color , creed, religion,
sex, marital status , national origin or ancestry in the
leasing, subleasing, transferring, use, occupancy, tenure or
enjoyment of the premises herein leased nor shall the lessee,
or any person claiming under or through him or her , establish
or permit any such practice or practices of discrimination or
segregation with reference to the selection, location,
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number, use or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the premises herein leased. "'
3. Contracts . Any contracts which Developer or
Developer ' s heirs, executors, administrators, or assigns
propose to enter into for the sale, transfer, or leasing of
the Site shall contain a nondiscrimination and nonsegregation
clause substantially as set forth in Section 602 and in this
Section. Such clause shall bind the contracting party and
subcontracting party or transferee under the instrument .
D. (S604) Maintenance of Improvements.
Developer covenants and agrees for itself, its succes-
sors and assigns, and every successor in interest to the Site
or any part thereof, that , after Agency ' s issuance of its
Certificate of Completion, Developer shall be responsible for
maintenance of all improvements that may exist on the Site
from time to time, including without limitation buildings ,
parking lots , lighting, signs , and walls, in first-class
condition and repair , and shall keep the Site free from any
accumulation of debris or waste materials . Developer shall
also maintain all landscaping required pursuant to
Developer ' s approved landscaping plan in a healthy condition,
including replacement of any dead or diseased plants . The
foregoing maintenance obligations shall run with the land in
accordance with and for the term of the Agency Deed and
Regulatory Agreement . Developer ' s further obligations to
maintain the Site, and Agency ' s remedies in the event of
Developer ' s default in performing such obligations are set
forth in the Regulatory Agreement. Developer hereby waives
any notice, public hearing, and other requirements of the
public nuisance laws and ordinances of the Agency that would
otherwise apply, except as specified in the Regulatory
Agreement .
E. (S605) Effect of Covenants.
Agency is deemed a beneficiary of the terms and provi-
sions of this Agreement and of the restrictions and covenants
running with the land, whether appearing in the Agency Deed
or the Regulatory Agreement for and in its own right for the
purposes of protecting the interests of the community in
whose favor and for whose benefit the covenants running with
the land have been provided. The covenants in favor of
Agency shall run without: regard to whether Agency has been,
remains or is an owner of any land or interest therein in the
Site and shall be effective as both covenants and equitable
servitudes against the Site. Agency shall have the right, if
any of the covenants set forth in this Agreement which are
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provided for its benefit are breached, to exercise all rights
and remedies and to maintain any actions or suits at law or
in equity or other proper proceedings to enforce the curing
of such breaches to which it may be entitled. With the
exception of the Agency, no other person or entity shall have
any right to enforce the terms of this Agreement under a
theory of third-party beneficiary or otherwise. The
covenants running with the land and their duration are set
forth in the Agency Deed and the Regulatory Agreement.
F. (5606) Future Enforcement.
The parties hereby agree that should the Agency
cease to exist as an entity at any time during the term of
this Agreement, the City shall have the right to enforce all
of the terms and conditions herein, unless the City or Agency
had previously specified another entity to enforce this
Agreement .
VII. (5700) DEFAULTS, REMEDIES AND TERMINATION
A. (5701) Defaults, Right to Cure and Waivers.
Subject to any Enforced Delay, failure or delay by
either party to timely perform any covenant of this Agreement
constitutes a default under this Agreement, but only if the
party who so fails or delays does not commence to cure,
correct or remedy such failure or delay within thirty ( 30 )
days after receipt of a written notice specifying such
failure or delay, and does not thereafter prosecute such
cure, correction or remedy with diligence to completion.
The injured party shall give written notice of default
to the party in default, specifying the default complained of
by the injured party. Except as required to protect against
further damages, the injured party may not institute proceed-
ings against the party in default until thirty ( 30 ) days
after giving such notice. Failure or delay in giving such
notice shall not constitute a waiver of any default, nor
shall it change the time of default .
Except as otherwise provided in this Agreement, waiver
by either party of the performance of any covenant,
condition, or promise, shall not invalidate this Agreement,
nor shall it be considered a waiver of any other covenant ,
condition, or promise . Waiver by either party of the time
for performing any act shall not constitute a waiver of time
for performing any other act or an identical act required to
be performed at a later time. The delay or forbearance by
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either party in exercising any remedy or right as to any
default shall not operate as a waiver of any default or of
any rights or remedies or to deprive such party of its right
to institute and maintain any actions or proceedings which it
may deem necessary to protect, assert, or enforce any such
rights or remedies .
B. ( S702) Leclal Actions.
1 . Institut:ion of Legal Actions. In addition to
any other rights or remedies , and subject to the requirements
of Section 701, either party may institute 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 purpose of this Agreement . Actions must
be instituted and maintained in the Superior Court of the
County of Riverside, State of California, in any other
appropriate court in that county, or in the Federal District
Court in the Central District of California.
2. Applicable Law and Forum. The laws of the
State of California shall govern the interpretation and
enforcement of this Agreement .
3. Acceptance of Service of Process. In the
event that any legal action is commenced by Developer against
Agency, service of process on Agency shall be -made by
personal service upon the Executive Director or Secretary of
Agency, or in such other manner as may be provided by law.
In the event that any legal action is commenced by
Agency against Developer, service of process on Developer
shall be made in such manner as may be provided by law and
shall be valid whether made within or without the State of
California.
C. (S703) Rights and Remedies are Cumulative.
Except as otherwise expressly stated in this Agreement ,
the rights and remedies of the parties are cumulative, and
the exercise by either party of one or more of its rights or
remedies shall not preclude the exercise by it, at the same
or different times , of any other rights or remedies for the
same default or any other default by the other party.
D. (S704) Soec.ific Performance.
In addition to any other remedies permitted by this
Agreement, if either party defaults hereunder by failing to
perform any of its obligations herein, each party agrees that
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the other shall be entitled to the judicial remedy of
specific performance, and each party agrees (subject to its
reserved right to contest whether in fact a default does
exist) not to challenge or contest the appropriateness of
such remedy. In this regard, Developer specifically
acknowledges that Agency is entering into this Agreement for
the purpose of assisting in the redevelopment of the Site and
not for the purpose of: enabling Developer to speculate with
land.
E. (S705) Ric[ht of Reverter.
Agency shall have the right, at its option, to re-enter
and take possession of the Site with all improvements thereon
and to terminate and revest in Agency the estate conveyed to
the Developer, if after conveyance of the estate and prior to
the recordation of the Certificate of Completion, the
Developer (or his successors in interest) shall :
1 . Fail to commence construction of the improvements
as required by this Agreement for a period of
ninety ( 90 ) days after written notice to proceed
from Agency, provided that the Developer shall not
have obtained an extension or postponement to which
Developer may be entitled pursuant to this Agree-
ment; or
2 . Abandon or substantially suspend construction of
the improvements for a period of ninety ( 90 ) days
after written notice of such abandonment or
suspension from Agency, provided that the Developer
shall not have obtained an extension of time to
which Developer may be entitled pursuant to this
Agreement; or
3 . Assign or attempt to assign this Agreement, or any
rights herein, or transfer, or suffer any involun-
tary transfer of, the Site, or any part thereof, in
violation of this Agreement, and such violation
shall not be cured within one hundred twenty ( 120 )
days after the date of receipt of written notice
thereof by Agency to Developer .
The right to re-enter , repossess, terminate, and revest
shall be subject to and be limited by and shall not defeat ,
render invalid, or limit:
1 . Any mortgage, deed of trust, or other security
interests permitted by this Agreement .
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2 . Any rights or interests provided in this Agreement
for the protection of the holders of such mort-
gages, deeds of trust , or other security interests .
Upon the revesting_ in Agency of possession to the Site,
or any part thereof, as provided in this Section 705, the
Agency shall, pursuant to its responsibilities under state
law, use its best efforts to release, or resell the Site, as
the case may be, or any part thereof, as soon and in such
manner as Agency shall find feasible and consistent with the
objectives of such law to a qualified and responsible party
or parties (as determined by City) , who will assume the
obligation of making or completing the improvements , or such
other improvements in their stead, as shall be satisfactory
to Agency.
In the event of a resale, the proceeds thereof shall be
applied as follows :
( 1) First, to reimburse Agency on its own behalf or on
behalf of the City for all costs and expenses incurred by
Agency, including but not limited to, salaries to personnel,
legal costs and attorneys ' fees, and all other contractual
expenses in connection with the recapture, management, and
resale of the Site (but less any income derived by Agency
from the Site or part thereof in connection with such
management) ; all taxes, assessments and water and sewer
charges with respect to the Site (or, in the event the Site
is exempt from taxation or assessment or such charges during
the period of ownership, then such taxes, assessments, or
charges, as determined by the Agency, as would have been
payable if the Site were not so exempt) ; any payments made or
necessary to be made to discharge or prevent from attaching
or being made any subsequent encumbrances or liens due to
obligations incurred with respect to the making or completion
of the agreed improvements or any part thereof on the Site or
part thereof; and amounts otherwise owing Agency by
Developer, its successors , or transferees ; and
( 2) Second, to reimburse the Developer , its successor
or transferee, up to the amount equal to ( i ) the Purchase
Price paid to Agency by Developer for the Site; plus ( ii) the
costs incurred by Developer for the development of the Site
and for the agreed improvements existing on the Site at the
time of the re-entry and repossession which are supported by
adequate documentation such as paid invoices and exclusive of
loan fees and debt service; less ( iii) any gains or income
withdrawn or made by the Developer from the Site or the
improvements thereon.
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(3) Any balance remaining after such reimbursements
shall be retained by the Agency as its property.
To the extent that the right established in this Section
involves a forfeiture, it must be strictly interpreted
against the Agency, the party for whose benefit it is
created. The rights established in this Section are to be
interpreted in light of the fact that the Agency will lease
or sell the Site to Developer for development, and not for
speculation in undeveloped land .
F. (5706) Attorney' s Fees.
If any party to this Agreement is required to initiate
or defend any action or proceeding in any way arising out of
the parties ' agreement to, or performance of, this Agreement ,
or is made a party to any such action or proceeding by the
Escrow Agent or other third party, such that the parties
hereto are adversarial, the prevailing party, as between the
Developer and Agency only, in such action or proceeding, in
addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable
attorneys ' fees from the other . As used herein, the
"prevailing party" shall be the party determined as such by a
court of law, pursuant to the definition Code of Civil
Procedure Section 1032 (a) ( 4) , as it may be subsequently
amended. Attorneys ' fees shall include attorneys ' fees on
any appeal , and in addition a party entitled to attorney ' s
fees shall be entitled to all other reasonable costs for
investigating such action, taking depositions and discovery
and all other necessary costs the court allows which are
incurred in such litigation. All such fees shall be deemed
to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to
judgment.
VIII. (S800) GENERAL PROVISIONS
A. (S801) Notices, Demands and Communications
Between the Parties.
Except as expressly provided to the contrary herein, any
notice, consent , report, demand, document or other such item
to be given, delivered, furnished or received hereunder shall
be deemed given, delivered, furnished, and received when
given in writing and personally delivered to an authorized
agent of the applicable party, or upon delivery by the United
States Postal Service, first-class registered or certified
mail, postage prepaid, return receipt requested, or by a
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• •
national "overnight courier" such as Federal Express, at the
time of delivery shown upon such receipt; in either case,
delivered to the address, addresses and persons as each party
may from time to time by written notice designate to the
other and who initially are:
If to Developer : Coachella Valley Housing Coalition
45-701 Monroe Street, Suite G
Indio, California 92201
If to Agency: PALM SPRINGS REDEVELOPMENT AGENCY
3200 E. Tahquitz McCallum Way
Palm Springs , California 92263-2743
Attention: Executive Director
A copy to: RUTAN & TUCKER
P.O. Box 1950
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attention: David S. Aleshire
City Counsel
If to City: CITY OF PALM SPRINGS
3200 E. Tahquitz McCallum Way
Palm Springs, California 92263-2743
B. (S802) Nonl.iability of Agency and Agency
Officials and Employees; Conflicts
of Interest: Commissions.
1. Personal Liability. No member , official,
employee, agent or contractor of Agency or City shall be
personally liable to Developer in the event of any default or
breach by Agency or City or for any amount which may become
due to Developer or on any obligations under the terms of the
Agreement; provided, it is understood that nothing in this
Section 802 is intended to limit Agency ' s or City' s
liability.
2. Financial Interest. No member , official,
employee or agent of Agency or City shall have any financial
interest, direct or indirect , in this Agreement, nor
participate in any decision relating to this Agreement which
is prohibited by law.
3. Commissions. Neither the City, Agency nor the
Developer has retained any broker or finder or has paid or
given, and will not pay or give, any third person any money
or other consideration for obtaining this Agreement . Neither
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• o
party shall be liable for any real estate commissions,
brokerage fees or finders ' fees which may arise from this
Agreement, and each party agrees to hold the others harmless
from any claim by any broker, agent , or finder retained by
such party.
C. (S803) Enforced Delav: Extension of
Times of Performance.
Time is of the essence in the performance of this
Agreement .
Notwithstanding the foregoing, in addition to specific
provisions of this Agreement, performance by either party
hereunder shall not be deemed to be in default where delays
or defaults are due to war; insurrection; strikes; lock-outs;
riots; floods; earthquakes; fires; casualties; supernatural
causes ; acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; lack of transportation;
subsurface conditions on the Site and unknown soils
conditions; governmental restrictions or priority litigation;
unusually severe weather; inability to secure necessary
labor, materials or tools; delays of any contractor , sub-
contractor or supplier; acts of the other party; acts or the
failure to act of a public or governmental agency or entity
(except that acts or the failure to act of Agency or City
shall not excuse performance by Agency or City unless the act
or failure is caused by the acts or omissions of Developer ) ;
or any other causes beyond the reasonable control or without
the fault of the party claiming an extension of time to
perform. In the event: of such a delay (herein "Enforced
Delay" ) , the party delayed shall continue to exercise reason-
able diligence to minimize the period of the delay. An
extension of time for any such cause shall be limited to the
period of the enforced delay, and shall commence to run from
the time of the commencement of the cause, provided notice by
the party claiming such extension is sent to the other party
within ten ( 10) days of the commencement of the cause.
The following shall not be considered as events or
causes beyond the control of Developer , and shall not entitle
Developer to an extension of time to perform: ( i ) Developer ' s
failure to obtain financing for the Project, and ( ii )
Developer ' s failure to negotiate agreements with prospective
users for the Project or the alleged absence of favorable
market conditions for such uses .
Times of performance under this Agreement may also be
extended by mutual written agreement by Agency and Developer .
The Executive Director of Agency shall have the authority on
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behalf of Agency to approve extensions of time not to exceed
a cumulative total of one hundred eighty ( 180 ) days with
respect to the development of the Site.
D. (§804) Books and Records.
1. Developer to Keen Records. Developer shall
prepare and maintain all books, records and reports necessary
to substantiate Developer ' s compliance with the terms of this
Agreement or reasonably required by the Agency.
2. Right to Inspect. Either party shall have the
right, upon not less than seventy-two (72 ) hours notice, at
all reasonable times , to inspect the books and records of the
other party pertaining to the Site as pertinent to the
purposes of this Agreement.
3. Ownership of Documents. Copies of all
drawings, specifications, reports , records , documents and
other materials prepared by Developer, its employees, agents
and subcontractors, in the performance of this Agreement,
which documents are in the possession of Developer and are
not confidential shall be delivered to Agency upon request in
the event of a termination of this Agreement, and Developer
shall have no claim for additional compensation as a result
of the exercise by Agency of its rights hereunder . The
Agency shall have an unrestricted right to use such documents
and materials as if it were in all respects the owner of the
same. Developer makes no warranty or representation regard-
ing the accuracy or sufficiency of such documents for any
future use by Agency, and Developer shall have no liability
therefor. Notwithstanding the foregoing, the Agency shall
not have any right to sell, license, convey or transfer the
documents and materials to any third party, or to use the
documents and materials for any other site, except in the
case of a termination of this Agreement due to default of
Developer .
E. (§805) Assurances to Act in Good Faith.
Agency and Developer agree to execute all documents and
instruments and to take all action, including deposit of
funds in addition to such funds as may be specifically
provided for herein, and as may be required in order to
consummate conveyance and development of the Site as herein
contemplated, and shall use their best efforts , to accomplish
the closing and subsequent development of the Site in
accordance with the provisions hereof. Agency and Developer
shall each diligently and in good faith pursue the
-46-
satisfaction of any conditions or contingencies subject to
their approval .
F. (S806) Interpretation.
The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall
not be construed for or against either party by reason of the
authorship of this Agreement or any other rule of construc-
tion which might otherwise apply. The Section headings are
for purposes of convenience only, and shall not be construed
to limit or extend the meaning of this Agreement . This
Agreement includes all attachments attached hereto, which are
by this reference incorporated in this Agreement in their
entirety. This Agreement also includes any other documents
incorporated herein by reference, as though fully set forth
herein.
G• (S807) Entire Agreement Waivers and Amendments.
This Agreement integrates all of the terms and condi-
tions mentioned herein, or incidental hereto, and this Agree-
ment supersedes all negotiations and previous agreements
between the parties with respect to all or any part of the
subject matter hereof . All waivers of the provisions of this
Agreement, unless specified otherwise herein, must be in
writing and signed by the appropriate authorities of Agency,
City or Developer , as applicable, and all amendments hereto
must be in writing and signed by the appropriate authorities
of Agency, City and Developer .
g. (S808) Severability.
In the event any term, covenant, condition, provision or
agreement contained herein is held to be invalid, void or
otherwise unenforceable„ by any court of competent jurisdic-
tion, such holding shall in no way affect the validity or
enforceability of any term, covenant, condition, provision or
agreement contained herein.
I. (S809) Time for Acceptance of Agreement
by City and Agency.
This Agreement, when executed by Developer and delivered
to Agency and City, must be authorized, executed and
delivered by Agency and. City, not later than the time set
forth in the Schedule of Performance or this instrument shall
be void, except to the extent that Developer shall consent in
writing to further extensions of time for the authorization,
execution, and delivery of this Agreement. After execution
-47-
by Developer, this Agreement shall be considered an
irrevocable offer until such time as such offer shall become
void due to the failure of the Agency and City to authorize,
execute and deliver the Agreement in accordance with this
Section.
J. (S810) Execution.
1 . This Agreement may be executed in
counterparts , each of which shall be deemed to be an
original , and such counterparts shall constitute one and the
same instrument .
2 . Agency represents and warrants that : ( i) it
is a Redevelopment Agency duly organized and existing under
the laws of the State of California; ( ii ) by proper action of
Agency, Agency has been duly authorized to execute and
deliver this Agreement, acting by and through its duly
authorized officers; and ( iii ) the entering into this Agree-
ment by Agency does not violate any provision of any other
agreement to which Agency is a party.
3 . City represents and warrants that : ( i ) it is a
municipal corporation duly organized and validly existing
under the laws of the State of California; ( ii) ( ii ) by
proper action of City„ City has been duly authorized to
execute and deliver this Agreement, acting by and through its
duly authorized officers; and ( iii ) the entering into this
Agreement by City does not violate any provision of any other
agreement to which City is a party.
4. Developer represents and warrants that: ( i )
it is a nonprofit corporation duly organized and existing
under the laws of the State of California; ( ii) by proper
action of Developer, Developer has been duly authorized to
execute and deliver this Agreement, acting by and through its
duly authorized officers; and ( iii ) the entering into this
Agreement by Developer does not violate any provision of any
other agreement to which Developer is a party.
R. (S811) Consents.
Whenever the consent or approval of Agency is to be
given pursuant to this Agreement or the attachments hereto,
such consent may be withheld in Agency ' s sole and absolute
discretion.
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! 0
L. (S812) Survival.
The representations, warranties and covenants contained
in this Agreement shall survive the Sale Closing and
recordation of the Agency Deed shall inure to the benefit of
the parties hereto and their permitted heirs, successors and
assigns .
M. (S813) Conflict, Incorporation by Reference.
In the event of any conflict between the terms and
provisions of the main body of this Agreement and the
attachments hereto, the main body of this Agreement shall
control . Subject to the foregoing all attachments hereto are
incorporated in this Agreement by reference as if set out in
full herein.
N. (S814) Effect of RUD Regulations.
The rights of City and the restrictions contained in
this Agreement and the attachments hereto shall be subject to
the applicable rules and regulations of the Federal Housing
Administration, the U. S . Department of Housing and Urban
Development and any "Extended Use Agreement" of the State of
California low income housing tax credit granting agency, and
in the event any of said agencies shall reasonably request
modifications to this Agreement and/or the attachments
hereto, neither Developer, Agency nor City will unreasonably
withhold their consent to such modifications .
IN WITNESS WHEREOF, the parties hereto have executed
this Disposition and Development Agreement as of the date of
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! O
execution by the Agency and the City.
"AGENCY"
THE REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a
public body, corporate
and politic
Date Chai rman
ATTEST:
By 1-
assistant Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER
�' ✓�
Daviq,�JJ. Aleshire
Agency Counsel
"CITY"
THE CITY OF PALM SPRINGS, a
municipal corporation
Date: f - 3, - By:
City Manager
ATTEST:
By: --
City' Clerk APPr,4�:)Vj:!) '1'u �By'C�:�(16�9�SL
(Signatures Continued on Next Page) Sbw. (i 1• 73� j o
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0 0
APPROVED AS TO FORM:
RUTAN & TUCKER
BY
David J: le§hire
City Atto ney
"DEVELOPER"
COACHELLA VALLEY HOUSING
COALITION, a California
nonprofit corporation
1
Date:
1 1
it -
By:
Its :
-51-
Attachment No. lA
COACHELLA VALLEY HOUSING
COALITION DDA
LEGAL DESCRIPTION OF SITE
The Site is located in the City of Palm Springs, County of
Riverside, State of California, more particularly described as
follows :
Attachment No. 1A
Page 1 of 1 Page
12/20/90 IS:IS $E19 323 3314 P.kL][ SPRINGS 1a4 R17.0 nTC%ER 2002
T 1
I
MARKET HOUSING
I
I
I
MFP; - I
I}
-3
f
SELF-HELP I ly
HOUSING ifz
EXISTING MOPILE
HOME PARK ' EXISTING ff
HOUSING
JULYLLUVM N i { .I
� I
i
-. -_ -.----- -SAN-- ---- :DRIVE .--rE7 -
WAE
HOUSING COALITION
PALM SPRINGS, CALIFORNIA
INTERACTIVF nFSTFiN r:ni:zpngATTnN
coo& C. 7Anatila ,IOO.1LU9I vw rlSLlI 01IRVMS, es 46195 -'eS 4"0
Attachment No. 2
COACHELLA VALLEY HOUSING
COALITION DDA
S_CH®III F OF PFRFORMANCF
Agreement
Item To Be Performed Time For Performance Refgxaarze
1. Developer submits Conceptual Prior to approval of DDA
Drawings to Planning Commission,
receives initial comments from
Planning Commission, corrects
and resubmits drawings
2 . Agency and City approve DDA in January 2, 1991
concept and general substance
3. Developer executes and de- On or before January 3, 1991
livers DDA to Agency
4. Agency approves or disapproves On or before January 3, 1991 810;
final DDA and, if approves, 502.2
executes DDA
5. Opening of Sale Escrow January 3, 1991 402
6. Developer submits application On or before January 4, 1991 403
to State HCD for 38 takeout
financing
7. Planning Commission approval/ 30 days after approval of DDA 502.2
disapproval of corrected
Conceptual Drawings
8. Developer submits application On or before February 15, 1991 403
for low income housing tax
credit allocation
9. Developer submits preliminary 30 days after P.C. approval of 502 .2
plans, drawings and specifi- Conceptual Drawings
cations per approved Conceptual
Drawings
10. State approves 3% financing 90 days after submission
11. State approves tax credit 90 days after submission
allocation
Attachment No. 2
Page 1 of 5
2/094/014084-0006/03 1/3/91
• 0
12. Planning Commission reviews 60 days after submission 502.2
preliminary plan and identifies
necessary corrections
13. Developer makes corrections to 30 days after P.C. review 502.2
preliminary plans and resubmits
14. Planning Commission reviews and 30 days after submission of 502.2
approves/disapproves corrected plans
preliminary plans (with subse-
quent corrections and review,
if required)
15. Developer provides Agency with Within 20 days after Agency 403.3(a) ,
evidence of intended source of execution of DDA (Event No. 4) 406.2
all financial requirements
16. Agency approves evidence of Within 30 days after receipt 403 . 3(a)
financial capability by Agency (Event No. 15)
17. Agency approves or disapproves Within 30 days after receipt 406.2
financial commitments and Lender by Agency (Event No. 15) 406.4
18. Agency delivers to Developer Within 30 days after Agency 405.4
Preliminary Title Report execution of DDA (Event No. 4)
19. Developer approves or dis- Within 30 days after delivery 405.4
approves title exceptions of Preliminary Title Report
to Developer (Event No. 18)
20. Agency delivers notice to De- Within 30 days after receipt 405.4
veloper as to whether it will of Developer' s notice (Event
cure disapproved exceptions No. 19)
21. Delivery to Agency by Developer Within 15 days after receipt 405.4
of termination of Sale Escrow of Agency notice (Event No.
based on uncured disapproved 20)
exceptions
22 . City and Agency review and 30 days after P.C. approval 502 .2
approve/disapprove preliminary
plans approved by P.C.
23. Developer submits working 30 days after P.C. approval 502.2
drawings consistent with plans
approved by City/Agency to
Building Department for Permits
24. Developer completes plan check 60 days after first submission 502.2
and obtains building permits of working drawings assuming
prompt correction of disapproved
items
Attachment No. 2
Page 2 of 5
25. Sale Escrow Agent advice to Within 7 days prior to Sale 404.2
Developer and Agency of fees, Closing (Event No. 32 )
charges and costs of Sale Escrow
26. Deposits into Sale Escrow by
City and Agency:
a) Executed City Deed On or before 1:00 p.m. on 404.3
the last business day pre-
ceding the Sale Closing
b) Executed Agency Deed On or before 1:00 p.m. on 404.4
the last business day pre-
ceding the Sale Closing
c) Estoppel Certificate On or before 1:00 p.m. on 404.4
(Agency only) , the last business day pre-
ceding the Sale Closing
(Event No. 32)
d) Taxpayer ID Certificates On or before 1:00 p.m. on the 404.3
(Both) last business day preceding the 404.4
Sale Closing (Event No. 32)
e) FIRPTA Certificates (Both) On or before 1:00 p.m. on 404.3
the last business day pre- 404.4
ceding the Sale Closing
(Event No. 32)
f) Regulatory Agreement On or before 1:00 p.m. on 404.4
(Agency only) the last business day pre-
ceding the Sale Closing
(Event No. 32)
g) Payment of Escrow Costs On or before 1:00 p.m. on 404.4
the last business date pre-
ceding the Sale Closing
(Event No. 32)
h) Reimbursement (Agency only) On or before 1:00 p.m. on 404.3
the last business date pre-
ceding the Sale Closing
(Event No. 32)
Attachment No. 2
Page 3 of 5
27. Deposits into Sale Escrow by
Developer:
a) Purchase Price On or before 1:00 p.m. on 404.5
the last business date pre-
ceding the Sale Closing
(Event No. 32)
b) Estoppel Certificate on or before 1:00 p.m. on 404.5
the last business date pre-
ceding the Sale Closing
C) Taxpayer ID Certificate On or before 1:00 p.m. on the 403.4
last business day preceding
the Sale Closing
d) Regulatory Agreement On or before 1:00 p.m. on 404.5
the last business date pre-
ceding the Sale Closing
(Event No. 32)
28. Delivery by Developer to Agency Within 30 days prior to the 403.1
of notice of failure of Sale Closing (Event No. 32)
Developer' s Conditions
to Closing
29. Delivery by Agency to Developer Within 30 days prior to the 403.3
of notice of failure of Sale Closing (Event No. 32) 409
Agency's Conditions to
Closing
30. Delivery by City to Developer Within 30 days prior to the 403.2
and Agency of notice of failure Sale Closing (Event No. 32) 409
of City' s Conditions to
Closing
31. Agency, City or Developer, as Within 30 days after date 409.2;
the case may be, may cure any established therefor, or date 701
condition to closing disapproved; of breach, as the case may be
or may cure any default
32. Close of Sale Escrow; recorda-- Within 30 days of Agency 213
tion and delivery of documents approval of financing 404. 1
and delivery of title and/or (Event No. 16)
possession 404.6
33. Developer submits certificates Within 30 days after obtaining 504;
of insurance, and commences Building Permits (Event No. 24) 506;
grading of Site and construc- 507
tion of improvements
Attachment No. 2
Page 4 of 5
• 0
34. Developer completes construc— Within 12 months after 504
tion of improvements, including Developer commencement of
improvements required pursuant construction (Event No. 33)
to Attachment Nos. 3 and 4
35. Agency issues Certificate of Within 30 days of written re— 513
Completion for the Site quest by Developer, and
Developer ' s satisfactory com—
pletion of all improvements
(Event No. 34)
It is understood that the foregoing Schedule of Performance is subject to all
of the terms and conditions set forth in the text of the Agreement. The summary of
the items of performance in this Schedule of Performance is not intended to
supersede or modify the more complete description in the text; in the event of any
conflict or inconsistency between, this Schedule of Performance and the text of the
Agreement, the text shall govern.
The time periods set forth in this Schedule of Performance may be altered or
amended only by written agreement signed by both Developer and Agency. A failure by
either party to enforce a breach of any particular time provision shall not be
construed as a waiver of any other time provision. The Executive Director of Agency
shall have the authority to approve extensions of time without Agency Board action
not to exceed a cumulative total of 180 days as provided in Section 803.
Attachment No. 2
Page 5 of 5
Q Q
Attachment No. 3
COACHELLA VALLEY HOUSING
COALITION DDA
SCOPE OF DEVELOPMENT
A. General
The Developer agrees that the Site shall be developed and
improved in accordance with the provisions of this Agreement
including all attachments, and the plans , drawings, and
related documents approved by the Agency pursuant hereto.
The Developer, its supervising architect, engineers, and
contractor shall work with the Agency staff to coordinate the
overall design, architecture, site layout, open areas,
landscaping and parking with regards to mass, scale, bulk,
color and materials . Any questions or issues regarding the
Scope of Development not included or addressed herein or in
the Disposition and Development Agreement ( "DDA" ) shall be
resolved in accordance with the Palm Springs Municipal Code.
B. Design Criteria
1. Design Guidelines . The buildings shall be consistent
with the City' s approved Design Guidelines, incorporated
herein by this reference and on file in the office of
the City' s Director of Planning and Community
Development.
2. Architectural Ouality. The buildings shall have
architectural excellence, both individually and in terms
of the context of the total complex. The design theme
and facade treatment shall be consistent with the
Approved Plan to be placed on file with the Office of
the City Clerk, Case No. Open and landscaped
areas shall be designer the same degree of
excellence.
3 . Site Plan. The Site Plan shall be consistent with the
Site Plan to be approved and placed on file with the
Office of the City Clerk, Case No.
C. Site Work
The Developer shall be responsible for construction and
installation of all site improvements except as specified
otherwise herein or in the DDA. The Developer ' s improvements
shall include, but need not be limited to the following:
Attachment No. 3
Page 1 of 3
2/094/014084-0006/04 12/10/90
• 0
1 , separate buildings which shall collectively
include 140 rental units containing approximately
135,800 square feet, including 18 - one bedroom units ;
48 - two bedroom units; 56 - three bedroom units and 18
- four bedroom units .
2 . Parking area(s ) shall be provided on-site. The design
and construction, as well as the number of parking
spaces provided shall be in accordance with Section
9306 . 00 of the Palm Springs Zoning Ordinances .
Construction of the parking areas shall include
installation of necessary drainage system(s ) ( including
connections within the public right-of-way) , paving ,
installation of required landscaping and irrigation,
striping and labeling, all in accordance with the Palm
Springs Municipal Code and approved plans .
3 . On-site landscaping and automatic irrigation system
shall be installed and maintained per approved plans
consistent with Section 9404 . 05 of the Palm Springs
Zoning Ordinance .
4 . On-site lighting shall be installed in a manner
consistent with the approved lighting and electrical
plans . Light standards and fixtures shall be as set
forth in the approved plans on file with the Department
of Planning and Community Development .
D. Site Grading
Developer shall at Developer ' s sole expense perform all rough
and finish grading activities upon the Site necessary for the
construction of the improvements . Such grading shall be
pursuant to grading plans prepared by Developer and approved
by City. The Agency shall have no liability for and
Developer shall indemnify and hold Agency harmless from any
claims or liability concerning said plans or the adequacy
thereof.
E. Landscaped Yards
Landscaped yards shall be maintained with landscaping and
automatic irrigation. No vehicular parking or display shall
occur within the landscaped yards .
F. Trash Storage
Trash storage areas shall be provided of sufficient size to
ensure containment of all solid waste materials generated
from the Site. The size of the enclosure shall be determined
by Agency staff based upon the size and nature of the
facility proposed but shall not be less than thirty ( 30 )
square feet . The trash enclosure shall be constructed of
Attachment No. 3
Page 2 of 3
� o
solid masonry walls and shall not be less than five ( 5 ) feet
in height with solid metal panel gates equipped with self-
closing devices . Adequate access shall be provided to the
enclosure for refuse pickup.
G. Signs
All signs shall be installed by the Developer . A sign
program shall be submitted to the City for approval .
Building and, where necessary, electrical permits shall be
obtained prior to installation, painting or erection of
signs. Signs shall be designed in a manner consistent with
the overall architectural theme of the Project .
H. Underaroundina Utilities
All new utilities servicing the Site shall be installed
underground, including connections to facilities within the
Public right-of-way.
I. Mechanical Eauinment
On-site mechanical equipment, whether roof or ground mounted,
shall be completely screened from public view. Screening
material shall be constructed of materials which coordinate
with the overall architectural theme of the Project. Where
public visibility will be minimal, the Director of Planning
and Community Development may permit use of landscaping to
screen ground mounted equipment. No mechanical equipment ,
including electrical transformers shall be located in any
required setback area.
J. Applicable Codes
All improvements shall be constructed in accordance with the
Uniform Building Code (with Palm Springs modifications) , the
Palm Springs Fire Code, the Palm Springs Municipal Code and
current City standards .
Attachment No. 3
Page 3 of 3
Attachment No. 4
COACHELLA VALLEY HOUSING
COALITION DDA
[INTENTIONALLY DELETED]
Attachment No. 4
Page 1 of 1
2/094/014084-0006/05 1/3/91
Attachment No. 5
COACHELLA VALLEY HOUSING
COALITION DDA
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Palm Springs Redevelopment Agency
P.O. Box 2743
Palm Springs, California 92263-2743
Attn: Executive Director
(Space Above This Line for Recorder ' s Office Use Only)
CERTIFICATE OF COMPLETION
WHEREAS, by that certain Agency Deed recorded on
, as Document No. of the Official Records
of the County Recorder of the County of Riverside,
California, THE REDEVELOPMENT AGENCY FOR THE CITY OF PALM
SPRINGS, a public body, corporate and politic ( "Agency" )
conveyed to COACHELLA VALLEY HOUSING COALITION, a California
nonprofit corporation ( "Developer" ) , certain real property
situated in the City of Palm Springs, California, described
on Exhibit "A" attached hereto and made a part hereof ( the
"Site" ) ; and
WHEREAS, the Deed incorporates 'by reference that certain
Disposition and Development Agreement by and between the
Agency, the City of Palm Springs and Developer dated
1990 . Said Disposition and Development
Agreement is hereinafter referred to as the "Agreement" ; and
WHEREAS, as referenced in the Agreement, Agency shall
furnish Developer with. a Certificate of Completion upon
completion of construction and development, which certificate
shall be in such form as to permit it to be recorded in the
Official Records of the County Clerk of the County of
Riverside, California; and
WHEREAS, the Agreement provided for certain covenants to
run with the land, which covenants were incorporated in a
Regulatory Agreement ( the "Regulatory Agreement" ) ; and
WHEREAS, such Certificate of Completion shall constitute
a conclusive determination by Agency of the satisfactory
completion by Developer of the construction and development
Attachment No. 5
Page 1 of 3
2/094/014084-0006/06 12/10/90
O
required by the Agreement and of Developer ' s full compliance
with the terms of the Agreement with respect to such
construction and development, but not of the Agency Deed nor
of the Regulatory Agreement, the provisions of which shall
continue to run with the land pursuant to its terms; and
WHEREAS, Agency has conclusively determined that the
construction and development on the Site required by the
Agreement has been satisfactorily completed by Developer in
full compliance with the terms of the Agreement .
NOW, THEREFORE,
1 . The improvements required to be constructed havL
been satisfactorily completed in accordance with the
provisions of said Agreement .
2. The Certificate of Completion shall constitute a
conclusive determination of satisfaction of the agreements
and covenants contained in the Agreement with respect to the
obligations of the Developer, and its successors and assigns,
to construct the improvements and the dates for the beginning
and completion thereof.,
3. This Certificate shall not constitute evidence of
Developer ' s compliance with the Deed or the Regulatory
Agreement, the provisions of which shall continue to run with
the land.
4. This Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation
of the Developer to any holder of a mortgage or any insurer
of a mortgage, securing money loaned to finance the
improvements or any part thereof.
5 . This Certificate is not a Notice of Completion as
referred to in California Civil Code Section 3093 .
6. Except as stated herein, nothing contained in this
instrument shall modify in any way any other provisions of
the Agreement or any other provisions of the documents
incorporated therein.
Attachment No. 5
Page 2 of 3
IN WITNESS WHEREOF, the Agency has executed this
Certificate of Completion this day of , 19
THE REDEVELOPMENT AGENCY FOR THE
CITY OF PALM SPRINGS, a public
body, corporate and politic
By:
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER
David J. Aleshire
Agency Counsel
.Attachment No. 5
Page 3 of 3
• o
STATE OF CALIFORNIA )
ss.
COUNTY OF RIVERSIDE )
On the day of 1990, before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared
and , personally known to
me (or proved to me on the basis of satisfactory evidence) to
be the persons who executed the within instrument as the
and r on behalf of THE
REDEVELOPMENT AGENCY FOR THE CITY OF PALM SPRINGS, the public
entity therein named, ,and acknowledged to me that such public
entity executed the within instrument .
WITNESS my hand and official seal.
(SEAL) Notary Public
0
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
The Site is located in the City of Palm Springs, County
of Riverside, State _ of California, more particularly
described as follows :
ATTACHMENT NO. 6A
COACHELLA VALLEY HOUSING
COALITION DDA
FREE RECORDING REQUESTED BY AND
AFTER RECORDATION RETURN TO:
Palm Springs Redevelopment Agency
P.O. Box 2743
Palm Springs , California 92263-2743
Attn: Executive Director
( Space Above This Line for Recorder ' s Office Use Only)
CITY GRANT DEED
For valuable consideration, the receipt of which is
hereby acknowledged,
THE CITY OF PALM SPRINGS, a municipal corporation
(herein called "Grantor" ) , hereby grants to THE REDEVELOPMENT
AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate
and politic, of the State of California (herein called
"Grantee" ) , the real property legally described in Exhibit
"A" attached hereto, and incorporated herein by this
reference ( the "Site" ) .
The Site is being conveyed by Grantor to Grantee
pursuant to the terms of a Disposition and Development
Agreement ( the "DDA" ) entered into by and among Grantor ,
Grantee and Coachella Valley Housing Coalition, a California
nonprofit corporation. The DDA is of public record on file
in that office of the City Clerk of the City of Palm Springs,
located at 3200 East 'Tahquitz McCallum Way, Palm Springs ,
California 92263-2743 and is incorporated herein by this
reference. Grantee covenants and agrees for itself and its
successors and assigns to dispose of the Site as contemplated
in the DDA.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their
Attachment No. 6A
Page 1 of 3
2/255/014084-0006/10 12/10/90
• 0
respective officers thereunto duly authorized this _ day of
1991.
"GRANTOR"
THE CITY OF PALM SPRINGS, a
municipal corporation
By:
Dated
ATTEST:
By:
APPROVED:
RUTAN & TUCKER
By:
David J. Aleshire
Grantor ' s Counsel
Attachment No. 6A
Page 2 of 3
Grantee hereby approved and accepts the foregoing grant.
"GRANTEE"
THE REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, a public
body, corporate and politic
By:
Dated
ATTEST :
By:
APPROVED:
RUTAN & TUCKER
By:
David J. Aleshire
Grantee ' s Counsel
Attachment No. 6A
Page 3 of 3
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On the day of 1990 , before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who executed the
within instrument as the on behalf of
the CITY OF PALM SPRINGS, the municipal corporation therein
named, and acknowledged to me that such corporation executed
the within instrument pursuant to its bylaws or a resolution
of its board of directors .
WITNESS my hand and official seal .
Notary Public
(SEAL)
+M Q
STATE OF CALIFORNIA
) ss .
COUNTY OF RIVERSIDE )
On the day of 1990, before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared
and personally known to
me (or proved to me on the basis of satisfactory evidence) to
be the persons who executed the within instrument as the
and I on behalf of THE
REDEVELOPMENT AGENCY OE' THE CITY OF PALM SPRINGS, the public
entity therein named, and acknowledged to me that such public
entity executed the within instrument .
WITNESS my hand and official seal .
( SEAL) Notary Public
Q
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
The Site is located in the City of Palm Springs , County
of Riverside, State of California, more particularly
described as follows :
ATTACHMENT NO. 6B
COACHELLA VALLEY HOUSING
COALITION DDA
FREE RECORDING REQUESTED BY AND
AFTER RECORDATION RETURN TO:
Palm Springs Redevelopment Agency
P.O. Box 2743
Palm Springs, California 92263-2743
Attn: Executive Director
( Space Above-'This for Recorder ' s Office Use Only)
AGENCY GRANT DEED
For valuable consideration, the receipt of which is
hereby acknowledged,
THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a
public body, corporate and politic, of the State of
California (herein Called "Grantor" ) , acting under the
Community Redevelopment Law of the State of California,
hereby grants to COACHELLA VALLEY HOUSING COALITION, a
California nonprofit corporation (herein called "Grantee" ) ,
the real property legally described in Exhibit "A" attached
hereto, and incorporated herein by this reference (the
"Site" ) .
As conditions of this conveyance, the Grantee covenants
by and for itself and any successors in interest for the
benefit of Grantor and the City as a whole, as follows :
1. Governing Documents. The Site is conveyed pursuant
to a Disposition and Development Agreement ( the "DDA" )
entered into by and among the City of Palm Springs, Grantor
and Grantee and dated ]November 30, 1990 , and subject to the
DDA, the Regulatory Agreement and Declaration of Covenants
and Restrictions ( "Regulatory Agreement" ) by and between
Grantor and Grantee, executed concurrently herewith. The DDA
and the Regulatory Agreement are public records on file in
that office of the City Clerk of the City of Palm Springs ,
located at 3200 E. Tahquitz McCallum Way, Palm Springs,
California 92263-2743, and are incorporated herein by this
reference. Grantee covenants and agrees for itself and its
successors and assigns to develop the Site in accordance with
the DDA and thereafter to use, operate and maintain the Site
in accordance with the Regulatory Agreement and this Deed.
Attachment No. 6B
Page 1 of 12
2/094/014084-0006/07 12/18/90
4
The Site is also conveyed subject to easements and rights-
of-way of record and other matters of record approved by the
Grantee pursuant to the DDA. In the event of any conflict
between this Grant Deed and the DDA, the provisions of the
DDA shall control .
2. Term of Restriction. Pursuant to the DDA and the
Regulatory Agreement, Grantee hereby covenants and agrees for
itself, its successors, its assigns, and every successor in
interest to the Site that Grantee, such successors and such,
assigns, shall not develop, operate, maintain or use the Site
in violation of the terms and conditions of the Regulatory
Agreement (unless expressly waived in writing by Grantor) for
a period not less than thirty ( 30 ) years after the
recordation of the Certificate of Completion pursuant to
Section 513 of the DDA ( "Certificate of Completion" ) .
3. Right of Re-Entry Prior to Completion. The Grantee
covenants by and for itself and any successors in interest
that the Grantor shall have the additional right, at its
option, to reenter and take possession of the Site hereby
conveyed, with all improvements thereon, and revest in the
Grantor the estate conveyed to the Grantee, if after
conveyance of title and prior to issuance of a Certificate of
Completion of construction upon the Site, the Grantee or
successor in interest shall:
(a) Fail to proceed with the construction of the
improvements as required by the DDA within the time
period for cure as provided in the DDA; or
(b) Abandon or substantially suspend construction
of the improvements as required by the DDA, and fail to
proceed within the time period for cure as provided in
the DDA; or
(c) Transfer, or suffer any involuntary transfer
of the Site, or any part thereof, in violation of the
DDA.
Such right to reenter, repossess and revest shall be
subordinate and subject; to and be limited by and shall not
defeat, render invalid or limit:
(a) Any mortgage, deed of trust or other security
instrument permitted by the DDA;
Attachment No. 6B
Page 2 of 12
(b) Any rights or interests provided in the DDA
for the protection of the holder of such mortgages ,
deeds of trust or other security instruments .
Within five ( 5 ) days after Grantor gives Grantee written
notice that Grantor intends to exercise its right to reenter
and take possession of the Site, Grantee shall deliver Grant
Deed( s) reconveying the Site to Grantor .
4. Reservation. Grantor excepts and reserves any
existing street , proposed street, or portion of any street or
proposed street lying outside the boundaries of the Site
which might otherwise pass with a conveyance of the Site.
5. Use , of Site. The Grantee covenants that Grantee
may only use the Site for low and moderate income rental.
housing in accordance with the Regulatory Agreement; provided
that with Grantor ' s approval , which shall not be unreasonably
withheld, Grantee may change the use of the Site. In
considering whether to grant approval, Grantor may consider
those factors listed in Section 6 (b) of this Deed, and
Grantee ' s sole remedy in the event Grantee disagrees with
Grantor ' s determination, shall be to have the proposed use
declared valid as if Grantor ' s approval had been given, and
Grantor shall not have liability for monetary damages, or
otherwise, except as provided herein. Grantee shall have no
right to subdivide, separate, or partition the Site. In
general, Grantee shall operate the business conducted by it
on the Site in a prudent manner, exercising customary
business practices. The covenants contained in this Section
shall run until thirty ( 30) years of the recordation of the
Certificate of Completion, which is the expiration date of
the Redevelopment Plan.
6. Encumbrances Prohibited. Prior to issuance of the
Certificate of Completion by the Grantor as provided in the
DDA, the Grantee shall not place or suffer to be placed on
the Site any lien or encumbrance other than mortgages, deeds
of trust, sales and leases back or any other form of
conveyance required for financing of the acquisition of the
Site, the construction of improvements on the Site, and any
other expenditures necessary and appropriate to develop the
Site, except as specifically provided in the DDA and
attachments thereto. The Grantee shall not enter into any
such conveyance for financing without prior written approval
of Grantor , which approval Grantor agrees to give if any such
conveyance is to a responsible financial or lending
institution or other acceptable person or entity.
Attachment No. 63
Page 3 of 12
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7. Transfer Restrictions. The Grantee covenants that
Grantee shall not transfer the Site or any of its interests
therein except as provided in this Section.
(a) Transfer Defined. As used in this Section,
the term "transfer" shall include any assignment,
hypothecation, mortgage, pledge, conveyance, or encum-
brance of this Agreement, the Site, or the improvements
thereon. A transfer shall also include the transfer to
any person or group of persons acting in concert of more
than twenty-five percent ( 25% ) ( in the aggregate) of the
present ownership and/or control of any person or entity
constituting Grantee, 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 its shareholders. In the event any
successor of Grantee, is a corporation or trust, such
transfer shall refer to the transfer of the issued and
outstanding capital stock of such corporation, of
beneficial interests of such trust; in the event that
any successor of Grantee 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 partne.rship interest; in the event that any
successor of Grantee is a joint venture, such transfer
shall refer to the transfer of more than twenty-five
percent ( 25%) of the ownership and/or control of any
such joint venture partner, taking all transfers into
account on a cumulative basis .
(b) Grantor Approval of Transfer Required.
Grantee shall not transfer the Site or any of the rights
of Grantee 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 Grantor ,
and if so purported to be transferred, the same shall be
null and void. In considering whether it will grant
approval of any transfer by Grantee of its interest in
the Site, Grantor shall consider factors such as ( i )
whether the completion of the Project is jeopardized;
( ii) the financial credit, strength, and capability of
the proposed transferee to perform Grantor ' s obligations
hereunder; and ( iii) the proposed transferee' s
experience and expertise in the planning, financing,
Attachment No. 68
Page 4 of 12
development, ownership, and operation of similar
projects .
In the absence of specific written agreement
by Grantor , no transfer by Grantee of all or any portion
of its interest in the Site ( including without
limitation a transfer not requiring Grantor approval
hereunder ) shall be deemed to relieve it or any
successor party from the obligation to complete the
Project or any other obligations under this Deed. In
addition, no attempted transfer of any of Grantee ' s
obligations hereunder shall be effective unless and
until the successor party executes and delivers to
Grantor an assumption agreement in a form approved by
the Grantor assuming such obligations .
(c) Exceptions . The foregoing prohibition shall
not apply to any of the following:
( 1) Any mortgage, deed of trust, sale/lease-
back, or other form of conveyance for financing,
but Grantee shall notify Grantor in advance of any
such mortgagee, deed of trust, or other form of
conveyance for financing pertaining to the Site.
( 2) Any mortgage, deed of trust, sale/lease-
back, or other form of conveyance for restructuring
or refinancing of any amount of indebtedness
described in subsection ( 1) above, provided that
the amount of indebtedness incurred in the
restructuring or refinancing does not exceed the
outstanding balance on the debt incurred to finance
the acquisition of the Site and construction of
improvements on the Site, including any additional
costs for completion of construction, whether
direct or indirect, based upon the estimates of
architects and/or contractors.
(3) After recordation of the Certificate of
Completion, any mortgage deed of trust,
sale/lease-back, or other form of conveyance for
financing provided that the principal amount of the
loan does not exceed eighty-five percent (85% ) of
the value of the land and improvements thereon.
( 4) The granting of easements to any
appropriate governmental agency or utility to
facilitate the development of the Site.
Attachment No. 613
Page 5 of 12
n
( 5) A sale or transfer resulting from or in
connection with a reorganization as contemplated by
the provisions of the Internal Revenue Code of
1986, as amended or otherwise, in which the
ownership interests of a corporation are assigned
directly or by operation of law to a person or
persons, firm or corporation which acquires the
control of the voting capital stock of such
corporation or all or substantially all of the
assets of such corporation.
( 6) A transfer of twenty-five percent ( 25% )
or more ownership interest to a member of the
transferor ' s immediate family, a trust,
testamentary or otherwise, in .which immediate
family members of the transferor are the sole
beneficiaries, or a corporation or partnership in
which the immediate family members or shareholders
of the transferor have controlling majority
interest of more than fifty percent (50%) .
(7) Any transfer to a limited partnership for
syndication purposes and any transfer of the
limited partnership interests in Grantee.
Grantor shall have the right to approve any
permitted transfer exception provided for herein prior
to consummation of such transfer thereof, and Grantee
shall provide Grantor with copies of all documents
requested by Grantor for such purposes. Any mortgage,
deed of trust or other instrument referred to in
subsections (1) , ( 2) and (3) above shall mean such
instruments as approved by Grantor pursuant to Section
406( 4) of the DDA.
(d) Grantee ' s Remedy. In the event that the
Grantor withholds its consent, Grantee may bring an
action to compel the Grantor to give such consent, and
Grantee' s sole remedy shall be to have the proposed
transfer declared valid as if Grantor ' s consent had been
given, and Grantor shall not have liability for monetary
damages or otherwise, except as provided herein.
8. Non-Discrimination. The Grantee covenants that
there shall be no discrimination against, or segregation of,
any persons, or group of persons, on account of race, color ,
creed, religion, sex, marital status, national origin or
ancestry in the rental, sale, lease, sublease, transfer, use,
occupancy, or enjoyment of the Site, or any portion thereof,
Attachment No. 6B
Page 6 of 12
9 0
nor shall Grantee, or any person claiming under or through
Grantee, establish or permit any such practice or practices
of discrimination or segregation with references to the
selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Site or any
portion thereof. The nondiscrimination and nonsegregation
covenants contained herein shall remain in effect in
perpetuity.
9. Nondiscrimination Clauses in Agreements. All
deeds, leases or contracts made relative to the Site, the
improvements thereon, or any part thereof, shall contain or
be subject to substantially the following non-discrimination
or nonsegregation clauses :
(a) In deeds: "The grantee herein covenants by
and for itself, its successors and assigns, and all
persons claiming tinder or through them, that there shall
be no discrimination against or segregation of any
person or group of persons on account of sex, marital
status, race, color, creed, religion, national origin or
ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee itself or any person
claiming under or through it, establish or permit any
such practice or practices of discrimination or
segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees,
subtenants, sublessees, or vendees in the land herein
conveyed. The foregoing covenants shall run with the
land. "
(b) In leases: "The lessee herein covenants by
and for itself, its successors and assigns, and all
persons claiming under or through them, and this Lease
is made and accepted upon and subject to the following
conditions:
That there shall be no discrimination against or
segregation of any person or group of persons, on
account of sex, marital status, race, color, creed,
religion, national origin or ancestry in the leasing, _
subleasing, renting, transferring, use, occupancy,
tenure or enjoyment of the land herein leased, nor shall
lessee itself, or any person claiming under or through
it, establish or permit such practice or practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of
Attachment No. 6B
Page 7 of 12
• o
tenants, lessees, sublessees, subtenants, or vendees in
the land herein leased. "
(c) In contracts: "There shall be no
discrimination against or segregation of any person or
group of persons on account of sex, marital status,
race, color, religion, creed, national origin or
ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land, nor shall
the transferee itself or any person claiming under or
through it, establish or permit any such practice or
practices of discrimination or segregation with
reference to the selection, location, number , use or
occupancy of tenants, lessees, subtenants, sublessees,
or vendees of the land. "
The foregoing covenants shall remain in effect in
perpetuity.
10. Mortgage Protection. No violation or breach of the
covenants, conditions, restrictions, provisions or
limitations contained in this Grant Deed shall defeat or
render invalid or in any way impair the lien or charge of any
mortgage, deed of trust or other financing or security
instrument permitted by and approved by Grantor pursuant to
the DDA; provided, however, that any successor of Grantee to
the Site shall be bound by such remaining covenants,
conditions, restrictions, limitations and provisions, whether
such successor ' s title was acquired by foreclosure, deed in
lieu of foreclosure, trustee ' s sale or otherwise.
11. Covenants to Run With the Land. The covenants
contained in this Grant Deed shall be construed as covenants
running with the land and not as conditions which might
result in forfeiture of title, and shall be binding upon
Grantee, its heirs, successors and assigns to the Site,
whether their interest shall be fee, easement, leasehold,
beneficial or otherwise.
12. Rights Upon Default.
(a) Rights of Holder of Mortgage to Cure.
Whenever Grantor shall deliver any notice or demand to
the Grantee with respect to any breach or default by the
Grantee under the DDA or the CC&R' s, Grantor shall at
the same time deliver to each holder of record of any
mortgage, deed of trust or other security interest and
the lessor under a lease-back or grantee under any other
conveyance for financing authorized by and approved by
Attachment No. 6H
Page 8 of 12
• o
Grantor pursuant to the DDA, a copy of such notice or
demand. Each such holder ( insofar as the rights of the
Grantor are concerned) has the right at its option
within ninety (90) days after the receipt of the notice,
to cure or remedy, or to commence to cure or remedy, any
such default and to add the cost thereof to the security
interest debt and the lien on its security interest, or
to the obligations of the lessee under any lease-back,
or of the grantor under any other conveyance for
financing. If such default shall be a default which can
only be remedied or cured by such holder upon obtaining
possession, such holder shall seek to obtain possession
with diligence or continuity through a receiver or
otherwise, and shall remedy or cure such default within
ninety ( 90) days after obtaining possession; provided
that in the case of a default which cannot with
diligence be remedied or cured, or the remedy or cure of
which cannot be commenced, within such 90-day period,
such holder shall have such additional time as
reasonably necessary to remedy or cure such default with
diligence and continuity; and provided further that such
holder shall not be required to remedy or cure any
noncurable default of the Grantee. Nothing contained in
the DDA or this Grant Deed shall be deemed to permit or
authorize such holder or other entity to undertake or
continue the construction or completion of the
improvements (beyond the extent necessary to conserve or
protect the improvements or construction already made)
without first having expressly assumed the Grantee ' s
obligation (with respect to the Site or any portion
thereof on which the holder or other entity has an
interest) to the Grantor by written agreement
satisfactory to Grantor. The holder or other entity in
that event must agree to complete, in the manner
provided in the DDA, the improvements to which the lien
or title of such holder relates, and submit evidence
satisfactory to Grantor that it has the qualifications
and financial responsibility necessary to perform such
obligations. Any such holder or other entity properly
completing such improvements shall be entitled, upon
written request made to the Grantor , to a Certificate of
Completion from the Grantor with respect to such
improvements.
(b) Grantor ' s Right to Purchase Mortgage In any
case where, six (6) months after default by the Grantee
in completion of construction of improvements under the
DDA, the holder of any mortgage, deed of trust or other
security interest creating a lien or encumbrance upon
Attachment No. 6B
Page 9 of 12
Q
the Site, or the lessor under a sale/lease-back, or
grantee under any other conveyance for financing of the
Site or any portion thereof approved by Grantor pursuant
to the DDA, has not exercised the option to construct,
or if it has exercised the option but has not proceeded
diligently with construction, Grantor may either : ( 1)
purchase the mortgage, deed of trust or other security
interest, or the interest of any such lessor or grantee,
by payment to the holder of the amount of the unpaid
debt, plus any accrued and unpaid interest, or , in the
case of such lessor or grantee, by payment to such
lessor or grantee of the purchase price paid for its
interest in any of the Site (or any portion thereof) and
the improvements to be constructed thereon, and any
unpaid rent or other charges payable to it under its
applicable agreements with its lessee or grantor; or ( 2 )
if the ownership of any of the Site (or any portion
thereof) has vested in the holder , purchase from the
holder such interest, upon payment to the holder of an
amount equal to the sum indebtedness secured by such
mortgage.
(c) Grantor ' s Right to Cure Default. In the event
of a default or breach by the Grantee (or entity
permitted to acquire title under the DDA) of a mortgage,
deed of trust or other security instrument, of a lease-
back, or of obligations of the Grantee under any other
conveyance for financing with respect to the Site, or
any portion thereof prior to the completion of
development of improvements thereon, and the holder has
not exercised its option to complete the development,
the Grantor may cure the default prior to completion of
any foreclosure, to termination of the lease, or to
completion of proceedings by which such other security
interest is retained or granted back. In such event,
the Grantor shall be entitled to reimbursement from
Grantee (or such other entity permitted to acquire title
under the DDA) of all costs and expenses incurred by the
Grantor in curing the default, to the extent permitted
by law as if such holder initiated such claim for
reimbursement. Grantor shall be entitled to a lien upon
any of the Site (or any portion thereof) encumbered by
the security instrument with respect to which Grantee
(or such other entity permitted to acquire title under
the DDA) has defaulted to the extent of such costs and
disbursements . Any such lien shall be subject to
mortgages, deeds of trust, or other security instruments
and the interest of lessors under any leases-back and
grantees under other conveyances for financing executed
Attachment No. 6B
Page 10 of 12
� o
for the sole purpose of obtaining funds to purchase
and/or develop any of the Site (or any portion thereof) ,
to construct the improvements thereon, and to finance
such costs and to pay all costs reasonably related to
the Grantee' s obtaining and performing this Agreement .
(d) Grantor ' s Right to Satisfy Liens . After the
conveyance of title and prior to the recordation of a
Certificate of Completion for construction and
development, and after the Grantee had a reasonable time
to challenge, cure or satisfy any liens or encumbrances
on the Site or any portion thereof, the Grantor shall
have the right to satisfy any such liens or
encumbrances.
IN WITNESS WHEREOF, the Grantor and Grantee have
caused this instrument to be executed on their behalf by
their respective officers thereunto duly authorized, this
day of 19
"GRANTOR"
THE REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a
public body, corporate and
politic,
By
Dated
ATTEST:
By:
APPROVED:
RUTAN & TUCKER
By _
David S. Aleshire
Grantor ' s Counsel
Attachment No. 6B
Page 11 of 12
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By its acceptance of this Grant Deed, Grantee hereby
agrees as follows:
1 . Grantee expressly understands and agrees that the
terms of the Grant Deed shall be deemed to be covenants
running with the land and shall apply to all of the Grantee ' s
successors and assigns .
2 . The provisions of this Grant Deed are hereby
approved and accepted.
"GRANTEE"
COACHELLA VALLEY HOUSING COALITION,
a California nonprofit corporation
By:
Its :
Attachment No. 6B
Page 12 of 12
• O
STATE OF CALIFORNIA )
ss .
COUNTY OF RIVERSIDE )
On the day of , 1990, before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared
and , personally known to
me (or proved to me on the basis of satisfactory evidence) to
be the persons who executed the within instrument as the
and , on behalf of THE
REDEVELOPMENT AGENCY OF' THE CITY OF PALM SPRINGS, the public
entity therein named, and acknowledged to me that such public::
entity executed the within instrument .
WITNESS my hand and official seal.
Notary Public
(SEAL)
• O
STATE OF CALIFORNIA )
ss .
COUNTY OF )
On the day of 1990 , before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared
and , personally known to
me (or proved-tome-on the basis of satisfactory evidence) to
be the persons who executed the within instrument as the
and , on behalf of COACHELLA
VALLEY HOUSING COALITION, a California nonprofit corporation,
the corporation therein named, and acknowledged to me that
such corporation executed the within instrument pursuant to
its bylaws or a resolution of its board of directors .
WITNESS my hand and official seal.
Notary Public
(SEAL)
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EXHIBIT "A"
LEGAI, DESCRIPTION OF SITE
The Site is located in the City of Palm Springs , County
of Riverside, State of California, more particularly
described as follows:
Attachment No. 7
COACHELLA VALLEY HOUSING
COALITION DDA
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Palm Springs Redevelopment Agency
P.O. Box 2743
Palm Springs, California 92263-2743
Attn: Executive Director
( Space Above This L.ine for Recorder ' s Office Use Only)
REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS
THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS
AND RESTRICTIONS ( "Regulatory Agreement" ) is made and entered
into this day of , 19 , by and between
THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a
public body, corporate and politic ( "Agency" ) and COACHELLA
VALLEY HOUSING COALITION, a California non-profit corporation
( "Developer" ) .
I
It E C I T A L S:
A. Pursuant to a Disposition and Development Agreement
by and between Agency, the City of Palm Springs ( "City" ) and
Developer, dated , 1990 (the "DDA" ) , Agency has
conveyed to Developer certain real property which is legally
described in Exhibit "A" , attached hereto and incorporated by
reference herein (the "Site" ) .
B. Developer has executed an Extended Use Agreement
( the "Use Agreement" ) with the State of California low income
tax credit granting agency, which agreement provides for
certain restrictions on the use of the Site.
C. Pursuant to the DDA, Developer has agreed to
develop, construct and maintain a multi-family residential
rental project (hereinafter referred to as the "Project" ) on
the Site.
Attachment No. 7
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2/094/014084-0006/08 12/18/90
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D. Agency and Developer now desire to place
restrictions upon the use and operation of the Project, in
order to ensure that the Project shall be operated
continuously as a multi-family residential rental project
available for rental by low and moderate income tenants for
the term of this Regulatory Agreement . [The restrictions
contained in this Regulatory Agreement shall be subordinate
and junior to those contained in the Use Agreement. )
E. It is the intent of the parties that the title
vested in Developer by the Grant Deed ( "Grant Deed" ) for the
Site dated , 1991, recorded concurrently herewith
( in Office of the County Recorder for the County of
Riverside, as Instrument No. ) be subject to this
Regulatory Agreement, and that the terms hereof shall be
binding on the Developer and its successors in interest in
the Site for so long as the Regulatory Agreement shall remain
in effect.
NOW, THEREFORE, the Developer and Agency declare,
covenant and agree, by and for themselves, their heirs,
executors, administrators and assigns, and all persons
claiming under or through them, that the Site shall be held,
transferred, encumbered, used, sold, conveyed, leased and
occupied, subject to the covenants and restrictions
hereinafter set forth, all of which are declared to be in
furtherance of a common plan for the subdivision, improvement
and sale of the Site, and are established expressly and
exclusively for the use and benefit of the Site and of each
and every person and entity who may now or in the future own
the Site or any part thereof.
1 . DEFINITIONS.
(a) For the purposes of this Agreement, the
"Riverside County Median Income" shall be determined by
reference to the regulations published by the California
Department of Housing and Community Development pursuant
to Health & Safety Code Section 50093, or its successor .
(b) As used herein, the term "Moderate Income
Tenant" shall mean those persons whose income does not
exceed one hundred twenty percent ( 120%) of the
Riverside County Median Income.
(c) As used herein, the term "Low Income Tenant"
shall mean those persons whose income does not exceed
sixty percent ( 60% ) of the Riverside County Median
Income.
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(d) As used herein, the term "affordable moderate
income rent" shall mean rentals whose amount does not
exceed thirty percent ( 30% ) of one hundred twenty
percent ( 120%) of the Riverside County Median Income for
one person.
(e) As used herein, the term "affordable low
income rent" shall mean rentals whose amount does not
exceed thirty percent ( 30% ) of sixty percent ( 60%) of
the Riverside County Median Income for one person.
2 . RESIDENTIAL RENTAL PROPERTY. The Developer hereby
agrees that the Project: is to be owned, managed and operated
as a project for a low and moderate income residential rental
for a term equal to thirty ( 30 ) years, commencing upon the
date of the recordation of the Certificate of Completion for
the Site in accordance with the DDA. To that end, and for
the term of this Regulatory Agreement, the Developer hereby
represents, covenants, warrants and agrees as follows :
(a) The Project will be acquired and constructed
for the purpose of providing multi-family residential
rental property, and the Developer shall own, manage and
operate the Project as a project to provide multi-family
residential rental comprised of a building or structure
or several interrelated buildings or structures,
together with any functionally related and subordinate
facilities, and no other facilities.
(b) None of the dwelling units in the Project will
at any time be utilized on a transient basis or will
ever be used as a hotel, motel, dormitory, fraternity
house, sorority house, rooming house, nursing home,
hospital, sanitarium, or trailer court or park .
(c) No part of the Project will at any time be
owned by a cooperative housing corporation, nor shall
the Developer take any steps in connection with the
conversion to such ownership or uses , to condominiums ,
or to any other form of ownership, without the prior
written approval of` Agency.
(d) All of the dwelling units will be available
for rental on a continuous basis to members of the
general public in accordance with the terms of this
Regulatory Agreement, and the Developer will not give
preference to any particular class or group in renting
the dwelling units in the Project, except as provided in
subsection (e) of this Section.
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(e) To the extent permitted by federal and state
law and the applicable regulations, Developer shall give
preference in renting units to persons who currently
reside in the City of Palm Springs .
3 . OCCUPANCY OF PROJECT BY LOW AND MODERATE INCOME TENANTS.
Developer hereby represents, warrants, and covenants as
follows:
(a) Except as expressly provided herein,
throughout the term of this Regulatory Agreement , not
less than fifty percent ( 50% ) of the completed units in
the Project shall be continuously occupied or held
vacant and available for occupancy by Low Income Tenants
and not less than fifty percent ( 50% ) of the completed
units in the Project shall be continuously occupied or
held vacant and available for occupancy by Moderate
Income Tenants . Developer shall advise Agency, by
delivery of a certificate in writing, of the status of
the occupancy of the Project on a monthly basis, for the
term of this Regulatory Agreement . For purposes of
satisfying the Moderate Income Tenant occupancy
requirements and the Moderate Income Tenant Occupancy
requirements set forth above, a unit occupied by a
person or family, who at the . commencement of their
occupancy qualified as a Low Income Tenant or a Moderate
Income Tenant, as applicable, shall be treated as
occupied by a Lower Income Tenant or a Moderate Income
Tenant, as applicable, throughout their tenancy in such
unit , even though they subsequently cease to be a Low
Income Tenant or a Moderate Income Tenant, as
applicable.
(b) During the term of this Regulatory Agreement,
Agency shall maintain a list ( the "Housing List" ) of
persons who have notified Agency of their desire to rent
a unit in the Project and who have incomes which would
qualify them as Low Income Tenants or Moderate Income
Tenants and Developer shall offer to rent on a
preference basis the units in the Project reserved For
Low Income Tenants and Moderate Income Tenants ,
respectively, subject to the rules and regulations of
the Federal Housing Administration, to the persons on
the Housing List prior to offering to rent such units to
any other person; provided, however , that nothing
contained herein shall require Developer to offer to
rent said units to such persons on terms and conditions
which are more favorable than the terms and conditions
on which such units will be offered to the public
generally.
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(c) If after and despite Developer ' s best efforts,
Developer is unable to rent any unit in the Project
reserved for a Low Income Tenant to a Low Income Tenant,
Developer may rent said unit to a Moderate Income
Tenant . For the purposes of this Agreement, Developer
will have been deemed to have used his/her best efforts
if he/she ( i) has advised the Agency in writing as to
the unit ' s availability and has thereafter offered said
unit to all of the persons on the Housing List
maintained by Agency pursuant to subsection (b) above;
and ( ii ) has advertised said unit at affordable low
income rent at least weekly in a newspaper of general
circulation for a period of two (2) months from the date
the unit is vacated. Developer ' s obligation to offer
the unit to persons on the Agency ' s Housing List shall
be satisfied only if Developer has offered the unit to
all persons on or added to the Housing List within
thirty ( 30 ) days following the date of the Developer ' s
notice of the unit ' s availability.
(d) Developer shall obtain, complete and maintain
on file income certifications from each tenant, dated
immediately prior to the initial occupancy of such
tenant in the Project, in a form to be approved by
Agency Counsel, and will provide such additional
information as may be required in the future by, Agency,
the United States Government, the State of California,
or the City of Palm Springs . A copy of each such income
certification shall be attached to the monthly report
filed with the Agency pursuant to subsection (a) above .
Developer shall make a good faith effort to verify that
the income provided by an applicant in an income
certification is accurate by taking one or more of the
following steps as part of the verification process :
( i) obtain a pay stub for the most recent pay period;
( ii) obtain an income tax return for the most recent tax
year; ( iii) conduct a TRW or similar search; or ( iv)
contact the applicant ' s current employer .
(e) Developer shall maintain complete and accurate
records pertaining to the units, and will permit any
duly authorized representative of the Agency to inspect
the books and records of Developer pertaining to the
Project including, but not limited to, those records
pertaining to the occupancy of the dwelling units.
(f) Developer shall accept as tenants on the same
basis as all other prospective tenants, persons who are
recipients of federal certificates for rent subsidies
pursuant to the existing program under Section 8 of the
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United States Housing Act of 1937 , or its successor .
Developer shall not apply selection criteria to Section
8 certificate holders that is more burdensome than
criteria applied to all other prospective tenants.
(g) Each lease shall contain a provision to the
effect that Developer has relied on the income
certification and supporting information supplied by the
tenant in determining qualification for occupancy of the
unit, and that any material misstatement in such
certification (whether or not intentional) will be cause
for immediate termination of such lease.
4 . RENTAL RESTRICTIONS. Developer hereby agrees to rent
those units occupied by Low Income Tenants at affordable low
income rent (as that term is defined in Section 1 above) , and
to rent those units occupied by Moderate Income Tenants at
affordable moderate income rent (as that term is defined in
Section 1 above) . Developer further agrees that no more than
two persons for each bedroom in a unit shall occupy each
unit .
5 . SALE OR TRANSFER OF THE PROJECT. The Developer
covenants that Developer shall not transfer the Site or any
of its interests therein except as provided in this Section.
(a) Transfer Defined. As used in this Section,
the term "transfer" shall include any assignment ,
hypothecation, mortgage, pledge, conveyance, or encum-
brance 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 Developer, 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 its shareholders. In the event any
successor of Developer, is a corporation or trust, such
transfer shall refer to the transfer of the issued and
outstanding capital stock of such corporation, of
beneficial interests of such trust; in the event that
any successor of Developer is a limited or general
partnership, such transfer shall refer to the transfer
of more than twenty-five percent ( 25`s) of such limited
or general partnership interest; in the event that any
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successor of Developer is a joint venture, such transfer
shall refer to the transfer of more than twenty-five
percent ( 25% ) of the ownership and/or control of any
such joint venture partner, taking all transfers into
account on a cumulative basis .
(b) Agency _ Approval of Transfer Required.
Developer shall not transfer the Site or any of
Developer ' s rights hereunder, or any interest in the
Site or in the improvements thereon, directly or
indirectly, voluntarily or by operation of law, except
as provided below, without the prior written approval of
Agency, and if so purported to be transferred, the same
shall be null and void. In considering whether it will
grant approval of any transfer by Developer of its
interest in the Site, Agency shall consider factors such
as ( i ) whether the completion of the Project is jeopar-
dized; ( ii ) the financial credit, strength, and
capability of the proposed transferee to perform
Agency' s obligations hereunder; and ( iii) the proposed
transferee ' s experience and expertise in the planning,
financing, development, ownership, and operation of
similar projects.
In the absence of specific written agreement
by Agency, no transfer by Developer of all or any
portion of its interest in the Site ( including without
limitation a transfer not requiring Agency approval
hereunder) shall be deemed to relieve it or any
successor party from the obligation to complete the
Project or any other obligations under this Deed. In
addition, no attempted transfer of any of. Developer ' s
obligations hereunder shall be effective unless and
until the successor party executes and delivers to
Agency an assumption agreement in a form approved by the
Agency assuming such obligations .
(c) Exceptions . The foregoing prohibition shall
not apply to any of the following:
( 1) Any mortgage, deed of trust, sale/lease-
back, or other form of conveyance for financing,
but Developer shall notify Agency in advance of any
such mortgage, deed of trust, or other form of
conveyance for financing pertaining to the Site.
( 2) Any mortgage, deed of trust, sale/lease-
back, or other form of conveyance for restructuring
or refinancing of any amount of indebtedness
described in subsection ( 1) above, provided that
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the amount of indebtedness incurred in the
restructuring or refinancing does not exceed the
outstanding balance on the debt incurred to finance
the acquisition of the Site and construction of
improvements on the Site, including any additional
costs for completion of construction, whether
direct or indirect, based upon the estimates of
architects and/or contractors .
( 3) After recordation of the Certificate of
Completion, any mortgage deed of trust,
sale/lease-back, or other form of conveyance for
financing provided that the principal amount of the
loan does not exceed eighty-five percent ( 85% ) of
the value of the land and improvements thereon .
( 4) The granting of easements to any
appropriate governmental agency or utility to
facilitate the development of the Site.
(5) A sale or transfer resulting from or in
connection with a reorganization as contemplated by
the provisions of the Internal Revenue Code of
1986, as amended or otherwise, in which the
ownership interests of a corporation are assigned
directly or by operation of law to a person or
persons, firm or corporation which acquires the
control of the voting capital stock of such
corporation or all or substantially all of the
assets of such corporation.
(6) A transfer of twenty-five percent ( 25% )
or more ownership interest to a member of the
transferor ' s immediate family, a trust ,
testamentary or otherwise, in which immediate
family members of the transferor are the sole
beneficiaries, or a corporation or partnership in
which the immediate family members or shareholders
of the transferor have controlling majority
interest of more than fifty percent (50% ) .
(7) Any transfer to a limited partnership for
syndication purposes and any transfer of the
limited partnership interest.
Agency shall have the right to approve any
permitted transfer exception provided for herein prior
to the consummation of such transfer thereof, and
Developer shall provide Agency with copies of all
documents requested by Agency for such purposes . Any
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mortgage, deed of trust or other instrument referred to
in subsections ( 1,) , ( 2 ) and ( 3) above shall mean such
instruments as approved by Agency pursuant to Section
408( 4) of the DDA..
6 . MAINTENANCE. Developer shall maintain and operate the
Site, and all landscaping, open space, common areas ,
improvements and structures upon the Site in good first-class
order, condition and repair, and shall keep the entire Site
free from any accumulation of debris or waste materials or
other nuisances. Developer shall also maintain all
landscaping on the Site in a healthy condition and replace
any deteriorated or dead landscaping. The Site shall be
maintained in accordance with all City codes, laws ,
regulations and ordinances, as they now exist or may be
amended. Developer shall maintain the Site in such a manner
as to avoid the reasonable determination of a duly authorized
officer of the Agency or City that a public nuisance has been
created such as to be detrimental to public health, safety or
general welfare, or that such a condition of deterioration or
disrepair causes appreciable harm or is materially _
detrimental to surrounding property or improvements .
In the event Developer fails to maintain the Site in the
above-mentioned condition, and satisfactory progress is not
made in correcting the condition within thirty ( 30 ) days from
the date of written notice from Agency, City or Agency may,
at their option, and without further notice to Developer,
declare the unperformed maintenance to constitute a public
nuisance. Thereafter, either Agency or City, their
employees, contractors or agents, may cure Developer ' s
default by entering upon the Site and performing the
necessary landscaping and/or maintenance. The Agency or City
shall give Developer, its representative or the residential
manager reasonable notice of the time and manner of entry,
and entry shall only be at such times and in such manner as
is reasonably necessary to carry out this Regulatory
Agreement . Developer shall pay such costs as are reasonably
incurred by Agency or City for such maintenance. If such
costs are not reimbursed within thirty ( 30 ) days after
Developers ' receipt of notice thereof, the same shall be
deemed delinquent, and the amount thereof shall bear interest
thereafter at a rate of ten percent (10%) per annum until
paid. Any and all delinquent amounts, together with said
interest, costs and reasonable attorney' s fees, shall be a
personal obligation of Developer as well as a lien and
charge, with power of sale, upon the property interests of
Developer, and the rents, issues and profits of such
property. City and/or Agency may bring an action at law
against Developer obligated to pay any such sums or foreclose
Attachment No. 7
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the lien against Developer ' s property interests . Any such
lien may be enforced by sale by the City or Agency following
recordation of a Notice of Default of Sale given in the
manner and time required by law as in the case of a deed of
trust; such sale to be conducted in accordance with the
provisions of Section 2924 , et sec,. , of the California Civil
Code, applicable to the exercise of powers of sale in
mortgages and deeds of trust, or in any other manner
permitted by law.
Any monetary lien provided for herein shall be
subordinate to any bona fide mortgage or deed of trust
covering an ownership interest or leasehold or subleasehold
estate in and to any parcel approved by Agency pursuant to
the DDA, and any purchaser at any foreclosure or trustee ' s
sale (as well as any deed or assignment in lieu of
foreclosure or trustee ' s sale) under any such mortgage or
deed of trust shall take title free from any such monetary
lien, but otherwise subject to the provisions hereof;
provided that, after the foreclosure of any such mortgage
and/or deed of trust , all other assessments provided for
herein to the extent they relate to the expenses incurred
subsequent to such foreclosure, assessed hereunder to the
purchaser at the foreclosure sale, as owner of the subject
parcel after the date of such foreclosure sale, shall become
a lien upon such parcel upon recordation of a Notice of
Assessment or Notice of Claim of Lien as herein provided.
7 . RENTAL SUBSIDIES. Developer agrees to cooperate with
Agency or the City of Palm Springs in qualifying the Project
for participation in federal and state rental subsidy
programs .
8 . ENFORCEMENT. In the event Developer defaults in the
performance or observance of any covenant, agreement or
obligation of Developer set forth in the Grant Deed or this
Regulatory Agreement, and if such default remains uncured for
a period of thirty ( 30 ) days after written notice thereof
shall have been given by Agency, or , in the event said
default cannot be cured within said time period, Developer
has failed to commence to cure such default within said
thirty ( 30 ) days and diligently prosecute said cure to
completion, then Agency shall declare an "Event of Default"
to have occurred hereunder , and, at its option, may take one
or more of the following steps :
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(a) By mandamus or other suit, action or
proceeding at law or in equity, require Developer to
perform its obligations and covenants hereunder or
enjoin any acts or things which may be unlawful or in
violation of this Regulatory Agreement; or
(b) Take such other action at law or in equity as
may appear necessary or desirable to enforce the
obligations, covenants and agreements of Developer
hereunder; or
(c) Enter the Site and cure the Default as
provided in Section 6 hereof; or
(d) Exercise its right to re-enter and repurchase
the Site in accordance with Section 9 hereof.
Except as otherwise expressly stated in this Regulatory
Agreement, the rights and remedies of the parties are
cumulative, and the exercise by any party of one or more of
its rights or remedies shall not preclude the exercise by it,
at the same or different times, of any other rights or
remedies for the same default or any other default by another
party.
9 . RIGHT OF REVERSION OF TITLE. Agency shall have the
right at its option (provided Agency is not in default of its
obligations hereunder) to repurchase, reenter and take
possession of the Site or an individual parcel or parcels
thereof, with all improvements thereon and reinvest in Agency
the estate theretofore conveyed to Developer, if after
conveyance of title Developer or its successors shall:
(a) Fail to commence construction of the required
improvements; or
(b) Abandon or substantially suspend construction
of the required improvements for a period of thirty ( 30)
days after written notice thereof from Agency to
Developer; or
(c) Fail to complete construction of the required
improvements: or
(d) Transfer or suffer any involuntary transfer of
the Site or such parcel or parcels without the approval
of Agency in violation of Section 5 hereof; or
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(e) Fail to make one hundred percent (100%) of the
completed units in the Project continuously occupied or
held vacant and available for occupancy by Low Income
Tenants, or Moderate Income Tenants, as provided in
Section 3, at affordable low and moderate income rent
levels; or
( f) Violate the occupancy rental restrictions of
Section 4; or
(g) Fail to utilize the Agency' s Housing List to
provide first preference for occupancy or fail to
properly advertise the availability of units as required
by Section 3 ; or
(h) Fail to properly maintain the Site or to
reimburse Agency or City for any costs reasonably
incurred pursuant to Section 6 hereof; or
( i ) Violate any other provisions of the Regulatory
Agreement; and
( j ) Such failure or violation of paragraphs (a)
through ( i) , inclusive, shall not be cured within ninety
( 90) days after written demand therefor by Agency.
The foregoing described rights to reenter and repossess,
shall be subordinate and subject to and be limited by and
shall not defeat, render invalid or limit:
(a) Any mortgage, deed of trust, or sale and
lease-back, or other conveyance for financing permitted
by the DDA and the Grant Deed; or
(b) Any rights or interests provided in the DDA,
the Grant Deed and the Regulatory Agreement for the
protection of the holders of such mortgages, deeds of
trust or other security instruments, the lessor under a
sale and lease-back or the grantee under such other
conveyance for financing; provided, that nothing herein
shall be deemed to impose upon Agency any affirmative
obligations to the holder of the deed of trust or other
financing instrument (by the payment of money,
construction, or otherwise) with respect to the Site or
such parcel(s) in the event of Agency' s exercise of its
rights under this Section 9 .
Upon the revesting in Agency of title to the Site or
parcel(s) thereof as provided in this Section 9, Agency
shall, use its best efforts to resell the Site or such
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parcel(s) as soon and in such manner as Agency shall find
feasible and responsible party or parties (as determined by
Agency) who will assume the obligation of making or
completing the improvements or such other improvements in
their stead as shall be satisfactory to Agency and in
accordance with the uses specified for the Site in the DDA,
the Deed and this Regulatory Agreement. Upon such resale of
the Site or portion thereof, the proceeds thereof shall be
applied, except to the extent otherwise required by law:
(a) First, to reimburse Agency on its own behalf
or on behalf of the City for all costs and expenses
incurred by Agency, including but not limited to,
salaries to personnel, legal costs and attorneys ' fees ,
and all ' other contractual expenses in connection with
the recapture, management, and resale of the Site (but
less any income derived by Agency from the Site or part
thereof in connection with such management) ; all taxes,
assessments and water and sewer charges with respect to
the Site (or , in the event the Site is exempt from
taxation or assessment or such charges during the period
of ownership, then such taxes, assessments, or charges,
as determined by the City, as would have been payable if
the Site were not so exempt) ; any payments made or
necessary to be made to discharge or prevent from
attaching or being made any subsequent encumbrances or
liens due to obligations incurred with respect to the
making or completion of the agreed improvements or any
part thereof on the Site or part thereof; and amounts
otherwise owing Agency by Developer, its successors, or
transferees; and
(b) Second, to reimburse the Developer, its
successor or transferee, up to the amount equal to ( i)
the Purchase Price paid to Agency by Developer for the
Site; plus ( ii) the costs incurred by Developer for the
development of the Site and for the agreed improvements
existing on the Site at the time of the re-entry and
repossession which are supported by adequate
documentation such as paid invoices and exclusive of
loan fees and debt service; less ( iii ) any gains or
income withdrawn or made by the Developer from the Site
or the improvements thereon.
(c) Any balance remaining after such
reimbursements shall be retained by the Agency as its
property.
To the extent that the right established in this Section
involves a forfeiture, it must be strictly interpreted
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against the Agency, the party for whose benefit it is
created. The rights established in this Section are to be
interpreted in light of the fact that the Agency will lease
or sell the Site to Developer for development, and not for
speculation in undeveloped land.
10 . COVENANTS TO RUN WITH THE LAND. Developer hereby
subjects the Site to the covenants , reservations and
restrictions set forth the Grant Deed and in this Regulatory
Agreement. The Agency and the Developer hereby declare their
express intent that all such covenants, reservations and
restrictions shall be deemed covenants running with the land
and shall pass to and be binding upon the Developer ' s
successors in title to the Site; provided, however, that on
the termination of this Regulatory Agreement said covenants,
reservations and restrictions shall expire, except as
otherwise expressly provided, including those covenants
against discrimination contained in the Grant Deed, which
shall remain in perpetuity. All covenants without regard to
technical classification or designation shall be binding for
the benefit of the Agency, and such covenants shall run in
favor of the Agency for the entire term of this Regulatory
Agreement, without regard to whether the Agency is or remains
an owner of any land or interest therein to which such
covenants relate. Each and every contract, deed or other
instrument hereafter executed covering or conveying the Site
or any portion thereof shall conclusively be held to have
been executed, delivered and accepted subject to such
covenants, reservations and restrictions, regardless of
whether such covenants, reservations and restrictions are set
forth in such contract, deed or other instrument.
Agency and Developer hereby declare their understanding
and intent that the burden of the covenants set forth herein
touch and concern the land in that Developer ' s legal interest
in the Site is rendered less valuable thereby. Agency and
Developer hereby further declare their understanding and
intent that the benefit of such covenants touch and concern
the land by enhancing and increasing the enjoyment and use of
the Project by Low :Income Tenants and Moderate Income
Tenants, the intended beneficiaries of such covenants ,
reservations and restrictions, and by furthering the public
purposes for which the Agency was formed.
11. ATTORNEYS' FEES. In the event that a party to this
Regulatory Agreement brings an action against the other party
hereto by reason of the breach of any condition or covenant,
representation or warranty in this Regulatory Agreement, or
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otherwise arising out: of this Regulatory Agreement, the
prevailing party in such action shall be entitled to recover
from the other reasonably attorney ' s fees to be fixed by the
court which shall render a judgment, as well as the costs of
suits . Attorney ' s fees shall include attorney ' s fees on any
appeal, and in addition a party entitled to attorney ' s fees
shall be entitled to all other reasonable costs for
investigating such action, including the conducting of
discovery.
12 . AMENDMENTS . This Regulatory Agreement shall be amended
only by a written instrument executed by the parties hereto
or their successors in title, and duly recorded in the real
property records of the County of Riverside .
13 . NOTICE. Any notice required to be given hereunder shall
be made in writing and shall be given by personal delivery,
certified or registered mail, postage prepaid, return receipt
requested, at the addresses specified below, or at such other
addresses as may be ;specified in writing by the parties
hereto:
Agency: City of Palm Springs
Redevelopment Agency
3200 E. Tahquitz McCallum Way
P.O. Box 2743
Palm Springs, CA 92263-2743
Attn: Executive Director
Copy to: Rutan & Tucker
611 Anton Blvd.
13th Floor
Costa Mesa, CA 92626
Attn: David J. Aleshire
Developer : Coachella Valley Housing Coalition
45-701 Monroe Street, Suite G
Indio, CA 92201
The notice shall be deemed given three ( 3 ) business days
after the date of mailing, or, if personally delivered, when
received.
14 . SUBORDINATION TO FEDERAL AGREEMENTS AND LAWS.
Notwithstanding anything in this Agreement to the contrary,
if any provision of this Agreement in any way tends to limit
Attachment No. 7
Page 15 of 17
the Secretary in his administration of the National Housing
Act of 1937, as amended, or the Housing Act of 1959 , as
amended, or the regulations pursuant thereto, this Agreement
shall be deemed amended so as to comply with such Acts and
regulations.
15 . SEVERASILITY/WAIVER/INTEGRATION.
(a) If any provision of this Regulatory Agreement
shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
portions hereof shall not in any way be affected or
impaired thereby.
(b) A waiver by either party of the performance of
any covenant or condition herein shall not invalidate
this Agreement nor shall it be considered a waiver of
any other covenants or conditions, nor shall the delay
or forbearance by either party in exercising any remedy
or right be considered a waiver of, or an estoppel
against, the later exercise of such remedy or right.
(c) This Agreement contains the entire Agreement
between the parties and neither party relies on any
warranty or representation not contained in this
Agreement.
16. FUTURE ENFORCEMENT. The parties hereby agree that
should the Agency cease to exist as an entity at any time
during the term of this Regulatory Agreement, the City of
Palm Springs shall have the right to enforce all of the terms
and conditions herein, unless the Agency had previously
specified another entity to enforce this Regulatory
Agreement .
IN WITNESS WHEREOF, the Agency and Developer have
executed this Regulatory Agreement and Declaration of
Attachment No. 7
Page 16 of 17
• O
Covenants and Restrictions by duly authorized representatives
on the date first written hereinabove.
Dated: THE REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, a public
body, corporate and politic
By:
Its :
"Agency"
ATTEST:
Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER
By:
David J. Aleshire
Agency Counsel
COACHELLA VALLEY HOUSING COALITION,
a California non-profit corporation
Dated: By:
Its:
By:
Its:
"Developer"
Attachment No. 7
Page 17 of 17
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
The Site is located in the City of Palm Springs, County
of Riverside, State of California, more particularly
described as follows :
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On the day of 1990 , before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared
and , personally known to
me (or proved to me on the basis of satisfactory evidence) to
be the persons who executed the within instrument as the
and r on behalf of THE
REDEVELOPMENT AGENCY 01' THE CITY OF PALM SPRINGS, the public
entity therein named, and acknowledged to me that such public
entity executed the within instrument .
WITNESS my hand and official seal .
Notary Public
(SEAL)
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On the day of , 1990 , before
me, the undersigned, a Notary Public, in and for said State
and County, personally appeared
and , personally known to
me (or proved to me on the basis of satisfactory evidence) to
be the persons who executed the within instrument as the
and , on behalf of COACHELLA
VALLEY HOUSING COALITION, a California non-profit
corporation, the corporation therein named, and acknowledged
to me that such corporation executed the within instrument
pursuant to its bylaws or a resolution of its board of
directors .
WITNESS my hand and official seal.
( SEAL) Notary Public
JM 2 4 199
CHICAGO TITLE CD.
RECORDING REQUESTED BY AND
Uj
WHEN RECORDED MAIL TO: IC Y o z
Coachella Valley Housing Coalition G �
Plaza 1, 45-701 Monroe Street, Suite G p�p o o C3
C7 Indio, CA 92201 ; aU O �$g{
MAIL TAX STATEMENT TO: a a
W
� Same as above
DOCUMENTARY TRANSFER TAX: None
53/y3�f3U 11
QUITCLAIM DEED
The purpose of this Quitclaim Deed is to evidence the
cancellation and termination of the certain Lease Agreement
entered into March 1, 1982, by and between the City of Palm
Springs, Lessor, and Fredricks Development Corporation, a
California corporation, Lessee, which Agreement was recorded
March 22, 1982 , as instrument No. 47803 of Official Records of
Riverside County (the "Lease") .
The purpose of this Quitclaim Deed is also to evidence the
cancellation and termination of the covenants, conditions, and
restrictions as 'set forth in the document recorded on October 22,
1982, as Instrument No. 182722, Official Records of Riverside
County, and the covenants, conditions, and restrictions as set
forth in the document recorded on February 28, 1983 , as
Instrument No. 37066, Official Records of Riverside County
(collectively the "CC&Rs") .
The Grantors herein warrant that they are the successors in
interest to Fredricks Development Corporation, a California
corporation, and hereby relinquish any interest they may have in
the Lease to the City of Palm Springs. The Grantors also
relinquish any interest they may have in and under the CC&Rs.
Dated: _ 1 2— kj5�
BY: -4��n2ic�s
Its:
By: -
Its
B
Its:
STATE OF California
`� 16363
COUNTY OF Orange
On December 12 , 1991 , before me, Barbara Luisi
personally appeared _ JAMES D. WHITE & PATRICK M. KELLY
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persons) whose name (s) is/are subscribed to the
within instrument and acknowledged to me that they executed the same
i' ez authorized capacity (ies) , and that by their signa-
t e (s) on the instrument the person (s) , or the entity upon behalf
r whEtheson (s) ac , , executed the instrument.
WITNEand of ial seal.
CNO�TARY
SEAL
LUISI
°� ALIFORNIANTYne 30.Bu.5
446363
RESOLUTION NO. 17707
OF THE CITY COUNCIL OF THE CITY OF PALM
SPRINGS, CALIFORNIA AUTHORIZING THE CITY
MANAGER TO ACCEPT AN INTEREST IN REAL
PROPERTY.
WHEREAS,Government Code Section 27281 requires a certificate or resolution of acceptance
evidencing consent by the City of Palm Springs to accept a conveyance of interest in or
easement upon real property;
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY MANAGER IS HEREBY
AUTHORIZED TO ACCEPT AND CONSENT TO, on behalf of the City of Palm Spring, a quit
claim deed dated December 12, 1991 and executed by Fredricks and Lyons Development
Corporations to relinquish their interests, if any existed, in the lease and covenants,
conditions, and restrictions set forth in the documents recorded as Instrument Numbers
47803, 182722, and 37066, Offical Records of Riverside County.
Adopted this 18th day of December, 1991.
AYES: Councilmembers Broich, Hodges, Murawski , Neel and Mayor Bono
NOES: None
ABSENT: None
ATTEST: CITY OF PALM SPRINGS, CALIFORNIA
By: /s/JUDITH SUMICH /s/ROBERT PARKINS
City Clerk City Manager
REVIEWED & APPROVED
1 HMEBY CNRTMY THAT THE FOREGOING IS A TRUE COPl'
RE801LUTION No. /:70 --�
F PALM
CITY C0fjNCIC�OF THE CITY p DULY ADOPTEn
Tf ERLOF HELD ON THE S'� AY SPRINTS r),
DATED A7`11L S
M SPRIN , ILAC FORT IA n
THIS /%_ DAY OF
� CFJ`Y O7 CITY SPRINGS,
CITY OI'PALM SPRINGS,CALIFOR[viA
DATE: Februar)91 1992
TO: Redevelopment - Attention: Amy Parker
FROM: City Clerk
COYOTE RUN APARTMENTS/CVHC
Attached are copies of the face sheet of the recorded documents which
have been returned to me, i .e. :
City Grant Deed
Agency Grant Deed
Regulatory Agr & Decl of C&R
Deed of Trust (CRA beneficiary)
Subordination Agr
Apparently, the CRA Res 838 was attached to the City's grant deed
and recorded as a part of that document. Also attached to that document
is a copy of a "Quitclaim Deed" to evidence the cancellation and termin-
ation of Lease Agreement between the City and Fredricks Development
Corp. , and cancellation and termination of CCRs both executed by
Fredricks Development Corp. , and both recorded in 1982. I do not
have either of the recorded documents referred to in the quitclaim,
although the numbers and dates are referred to in other document,
and it raises the following questions to fill in some holes in the
record:
By what Council action was the City's "lease agreement" terminated?
The Council Resolution 17707 on 12-19-91 only authorized acceptance
of the quitclaim, and Resolution 17706 authorize doing whatever
was necessary to consummate amendment to the DDA. If that is
construed as terminating the "Fredricks lease" - which of the
p., following is it terminating, and how does the quitclaim effect:
( Agr 1696, originally dated 3-18-81 (portion assgined to AFCOM
Mobilehome Parks, Ltd and portion/and participation to Fredricks)
I Agr 1779, originally dated November 1, 1981, and substituted and
9 restated March 1, 1982 (60 ac Fredricks) Separate CCR document ���a� U$✓
{,� dated March 1, 1982, notarized February 22, 1983. Agr had 2 b
G�� amend-
ments between March 1982 and February, 1983.
L✓� Agr 1843, originally dated September 3, 1982 (Fredricks to develop
30 mobile home spaces)
Agr 1878, originally dated November 18, 1982 (Agreement and consent
to assignment and encumbrance of lease refers to Agr 1696, and
Fredricks as substitute lessee)
Agr 1895, originally dated February 2, 1983 - recorded Feb 15,
1983 as #28930 - between City and State Dept of Housing, provides
enforcement provisions in event of default of Agr 1779.
Although the quitclaim deed was an attachment to the City's grant
deed, when was the prig nal of it actually recorded, and where is
the original ? — qj W� A o-g l01
The above documents refer to either a metes & bounds description,
or Lot 1, or Lots 8 and 9 of Tract 17642-1. The newly recorded
documents refer to Lot 1 Tract 26943-1. Is Tract 27943-1 a
resubdivision of a portion of 17642-1? Who now owns, or leases
the mobilehome/mod housing project, and if it is leased by other
than Santiago (assigned from Fredricks) by what authority? Do legal
descriptions in the above agreements need to be changed?
Which of the above agreements does the County Assessor need to know
are still in effect - cancelled, for possessory leasehold tax
purposes?
2-5-92 - Redev. , Parker
Page 2
Coyote Run/CVHC
The Reg. & Subord. agreements, and Deed of Trust, will be filed with
the DDA (City Agr 2935/CRA A261C) , and the grant deed incorporated
into each entities' deed records. No changes will be given to the
Assessor until the above questions are answered, or clarified. A
copy of this memo will be placed in each of the above agreement files.
There is no current "lessee" insurance certificate on the mobilehome/mod
hsg project site.
JUDITH SUMICH
City Clerk
Attached
cc: City Attorney
r VQ
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL 7'O: !L o 0 C,2 g x
in 0 W
W 00
OFFICE OF THE CITY CLERK
P.O. Box 2743 W
Palm Springs, CA 92263 W a p
( Space Above This Line for Recorder ' s Office Use Only)
REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS
THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS
AND RESTRICTIONS ( "Regulatory Agreement" ) is made and entered
into this 19th day of December, 1991, by and between THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a
public body, corporate and politic ( "Agency" ) , COACHELLA
VALLEY HOUSING COALITION, a California non-profit corporation
( "CVHC" ) and COYOTE SPRINGS APARTMENTS ASSOCIATES, a
California limited partnership ( "Partnership" ) . CVHC and
Partnership shall be collectively referred to herein as the
"Developer" .
R E C I T A L S :
A. Pursuant to a Disposition and Development Agreement
by and between Agency, the City of Palm Springs ( "City" ) and
CVHC, dated January 2, 1991, as amended by that certain
Amendment No. 1 to Disposition and Development Agreement
Coachella Valley Housing Coalition dated May 9 , 1991 by and
among Agency, City and CVHC and by that certain Second
Amendment to Disposition and Development Agreement dated
substantially concurrently herewith by and among Agency,
City, CVHC and Partnership (the "DDA" ) , Agency has conveyed
to CVHC certain real property which is legally described in
Exhibit "A" , attached hereto and incorporated by reference
herein ( the "Site" ) and CVHC has leased the Site to
Partnership.
B. Pursuant to the DDA, Developer has agreed to
develop, construct and maintain a multi-family residential
rental project (hereinafter referred to as the "Project" ) on
the Site .
Page 1 of 18
2/094/014084-0006/08 12/18/91
/ •L
RECORDING REQUESTED BY x oz rn
AND WHEN REQUESTED MAIL TO:
� d
c12 $ LLL
(+7 OFFICE OF THE CITY CLERK pogo
�p P.O. Box 2743 m¢U o
Palm Springs, CA 92263 V as
S
No fee for recording Pursuant to
Government Code Section 27383
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR
SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF
LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY
INSTRUMENTS.
THIS SUBORDINATION AGREEMENT is entered into this 19th
day of December, 1991, by and among THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public
agency, corporate and politic ( the "Agency" ) ; COACHELLA
VALLEY HOUSING COALITION, a California non-profit public
benefit corporation ( "CVHC" ) ; COYOTE SPRINGS APARTMENTS
ASSOCIATES, a California limited partnership ( the
"Partnership" ) ; BANK OF AMERICA STATE BANK (the "Bank" ) ; and
the CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY
DEVELOPMENT, a public agency of the State of California
( "HCD" ) .
R E C I T A L S :
A. The Agency owns or recently owned in fee the real
property described on Exhibit "A" ( the "Land" ) attached
hereto and incorporated herein by reference . The term "Fee
Interest" as used herein shall refer to the fee interest in
the Land. The Agency is selling or has sold the Land to CVHC
pursuant to a grant deed that will be recorded concurrently
with this Subordination Agreement ( the "Grant Deed" ) . Under
the Grant Deed and Section 705 of the DDA, as such term is
hereinafter defined, the Agency has a right of reverter in
the event of default under certain provisions of the Grant
Deed ( "Right of Reverter" ) . The Agency and CVHC have entered
into a Disposition and Development Agreement dated for
2/383/014084-0012/32 12/18/91
e
cc o `
L7 FREE RECORDING REQUESTED BY AND LL jr
AFTER RECORDATION RETURN TO: LL 3
oar
c
OFFICE OF THE CITY CLERK 1u 9 a a w $
P.O. BOX 2732 °�° o
Palm Springs, CA 92263 a sa
W
2
(Space Above This Line for Recorder ' s Office Use Only)
AGENCY GRANT DEED
For valuable consideration, the receipt of which is
hereby acknowledged,
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, a public body, corporate and politic, of the State
of California (herein called "Grantor" ) , acting under the
Community Redevelopment Law of the State of California,
hereby grants to COACHELLA VALLEY HOUSING COALITION, a
California nonprofit corporation (herein called "Grantee" ) ,
the real property legally described in Exhibit "A" attached
hereto, and incorporated herein by this reference ( the
"Site" ) .
As conditions of this conveyance, the Grantee covenants
by and for itself and any successors in interest for the
benefit of Grantor and the City as a whole, as follows :
1. Governing Documents. The Site is conveyed pursuant
to a Disposition and Development Agreement ( the "DDA" )
entered into by and among the City of Palm Springs , Grantor
and Grantee and dated January 2 , 1991, as amended, and
subject to the DDA, the Regulatory Agreement and Declaration
of Covenants and Restrictions ( "Regulatory Agreement" ) by and
among Grantor , Grantee and Coyote Springs Apartments
Associates , a California limited partnership, executed
concurrently herewith. The DDA and the Regulatory Agreement
are public records on file in that office of the City Clerk
of the City of Palm Springs , located at 3200 E. Tahquitz
McCallum Way, Palm Springs, California 92263-2743 , and are
incorporated herein by this reference. Grantee covenants and
agrees for itself and its successors and assigns to develop
the Site in accordance with the DDA and thereafter to use,
operate and maintain the Site in accordance with the
Regulatory Agreement and this Deed. The Site is also
conveyed subject to easements and rights-of-way of record and
Page 1 of 12
2/094/014084-0006/07 1'2,-", 9
FREE RECORDING REQUESTED BY S Hw 3 M
AND WHEN RECORDED MAIL TO: C
It LL O v h G12 LL
LO O
OFFICE OF THE CITY CLERK @ m a "
�p P.O. Box 2743 u>y� a 6 p
Palm Springs, CA 92263 C1 da
CC F
S
( Space Above This Line for Recorder ' s Office Use Only)
CITY GRANT DEED
For valuable consideration, the receipt of which is
hereby acknowledged,
THE CITY OF PALM SPRINGS, a municipal corporation
(herein called "Grantor" ) , hereby grants to THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public
body, corporate and politic, of the State of California
(herein called "Grantee" ) , the real property legally
described in Exhibit "A" attached hereto, and incorporated
herein by this reference (the "Site" ) .
The Site is being conveyed by Grantor to Grantee
pursuant to the terms of a Disposition and Development
Agreement ( the "DDA" ) entered into by and among Grantor,
Grantee and Coachella Valley Housing Coalition, a California
nonprofit corporation. The DDA is of public record on file
in that office of the City Clerk of the City of Palm Springs ,
located at 3200 East Tahquitz McCallum Way, Palm Springs,
California 92263-2743 and is incorporated herein by this
reference. Grantee covenants and agrees for itself and its
successors and assigns to dispose of the Site as contemplated
in the DDA.
Page 1 of 2
2/383/014084-0006/49 12/15/91
Ord?r No. a
l7
Escrow No, Q k
Loan No. W
7 d
(:j!ICA%U T!'l iiU. 0C
WHEN RECORDED MAIL TO: " r v vF
4� LL
OFFICE OF THE CITY CLERK W ..a a W .
P.O. Box 2743 >_ F Q p
Palm Springs, CA 92263 O ul < tE
a
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
ISHORT FORM)
This DEED OF TRUST, made this 1 9th day of December , 1991 between
COYOTE SPRINGS APARTMENTS ASSOCIATES, a California limited partnership and
COACHELLA VALLEY HOUSING COALITION, a California nonprofit herein called TRUSTOR,
u1,blic benefit corporation
whose address is Plaza 1 , 45-701 Monroe St. , Ste. G Indio, CA 92201
(Number and Street) (City) (Stale)
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and
THE COMMUNITY REDEVELOPI.IENT AGENCY OF THE CITY OF PALM SPRINGS ,
a public agency, 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:
See Exhibit "A" attached hereto and made a part
hereof by reference
See Rider to Deed of Trust attached hereto and
incorporated herein by reference
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. 200,000.00
For the Purpose of Securing(1)payment of the sum of$ with interest Ihereen according to the terms of a promissory note or
notes of even data herewith made by Truslar, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each
agreement of Truster incorporated by reference or contained herein (3)Payment of additional sums and interest thereon which may hereafter be loaned to
Trusloq 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, Truslor 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 Politicos 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 fire county where said property is located,
noted below opposite the name of such county,namely:
COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187
Alpine 3 130-31 lake 437 110 Plumes 166 1307 Siskiyou 506 762
Amador 133 438 Lassen 192 367 Riverside 3778 347 Solana 1287 621
Butte 1330 513 Los Angeles T-3978 874 Sacramento 5039 124 Sonoma 2067 427
Cal averas 185 338 Madera 911 136 San Benito 300 405 Slanislaus 1970 56
Cafes. 323 391 M.A. 1849 122 San Bernardino 6213 768 Sutter 655 585
Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 193
Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity Too 595
El Dorado 704 635 Merced 1660 753 San Lufs Obispo 131I 137 T.W. 2530 108
Fresno 5052 623 Mcrae 191 93 San Matra 4778 175 Tuolumne 177 160
Glenn 469 76 Mono 69 3J2 Santa Barbara 2065 BBI Ventura 2607 237
Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Y.T. 769 16
Imperial 1189 701 Napa 704 742 Santa Cruz 163E 607 Yuba 398 693
Inyo 165 672 Nevada 363 94 Shasta 800 633
Krrn 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 properly above described. Said agreements, terms and provisions contained in said subdivision
A and B,(,denncal in all co(.nfles,and printed on the reverse side hereof)are by the within reference (hereto, 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 chmgo therefor does not exceed the maximum allowed by law,
The undersigned Trusioq 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 Truster
STATE OF CALIFORNIA 1 SEE EXHIBIT "B" ATTACHED HERETO
COLIN rY OF_ IS&
AND INCORPORATED H I
on. REFERENCE _
tMforn me,the uodnrnigned,a Notary Public In and for said State,per-
eonalb/appn%Trod
pmy„nnI1Y 4ro-nvn u,le-for provnd la con on the basis of Sntisfnctery
evulnrce)In Lin Ihn pnnnnl sl*hone mrnn(,)b/are subscrffwd lei the
�nrm b•xhumnnl ant)or Mnowlod0nd It,mo Ihal hill,4/11hey eneculed
Pro u r.
WI MUSS May hand and W0c:41"ol.
Hbmlur�
- W..a 'hr+ltww-....�.,,,•,..-i.. •.. tteta'n.a.r....rr t t t o 1158 (6/82)
• o
PROMISSORY NOTE �
SECURED BY DEED OF TRUST
$200, 000 . 00 December 19 1991
FOR VALUE RECEIVED, the undersigned, COYOTE SPRINGS
APARTMENTS ASSOCIATES, a California limited partnership
(herein called the "Maker" ) , hereby promises to pay to the
Community Redevelopment Agency of the City of Palm Springs, a
public agency, corporate and politic, or order ( the
"Holder" ) , the principal sum of TWO HUNDRED THOUSAND DOLLARS
($200,000 . 00) .
This Note shall be fully due and payable to Holder on
the earlier of: ( i) the date Maker completes construction of
the improvements to be located on the property encumbered by
the Deed of Trust or ( ii) eighteen ( 18) months from the
execution date of this Promissory Note ( the "Repayment
Date" ) . If not paid within thirty ( 30 ) days from the
Repayment Date, Maker shall immediately pay a late fee equal
to ten percent (10%) of the outstanding balance of the Loan
(the "Late Fee" ) which shall be deemed added to principal .
No interest shall begin to accrue on the unpaid principal
until the Repayment Date, at which time interest shall
commence to accrue on unpaid principal from the Repayment
Date until paid, at the rate of ten percent (10% ) per annum.
Any payments made by Maker in payment of this Note shall be
applied first to interest then accrued and due and the
remainder applied to the reduction of principal .
Both principal and interest shall be paid by Maker in
lawful money of the United States of America such that Holder
has received immediately available funds for the credit of
Maker on the date that such payment or payments is due .
This Note is secured by a Deed of Trust with Assignment
of Rents of even date herewith encumbering certain real
property located in the County of Riverside, State of
California, more particularly described therein ( "Deed of
Trust" ) . The Deed of Trust provides, in part, as follows :
"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
2/383/014084-0012/33 121/15, 9 ,
r1w � �EXHIBIT"'A" '
CANCELLEDPromissory Note
$130 , 000 .00 May 15 , 1991
FOR VALUE RECEIVED, the undersigned, COACHELLA VALLEY
HOUSING COALITION, a California non-profit corporation
(herein called the "Maker" ) hereby promises to pay to the
Community Redevelopment Agency of the City of Palm Springs, a
public body corporate and politic or order ( "Holder" ) , the
principal sum of ONE HUNDRED THIRTY THOUSAND DOLLARS
( $130 ,000 . 00 ) . Principal shall be paid in lawful money of
the United States of America.
Principal shall be payable on demand any time after
November 1, 1991 . Principal may be prepaid at any time in
whole or in part. No interest shall accrue on unpaid
principal until November 1, 1991 , at which time interest
shall accrue on unpaid principal from November 1, 1991 until
paid at the rate of twelve percent ( 12% ) per annum. In the
event Holder refers this Note to an attorney for collection
or seeks legal advice following a default by Maker , Maker
promises to pay, within ten (10 ) days of written demand, such
reasonable attorneys ' fees for services performed by Holder ' s
attorneys and all reasonable costs and expenses incurred
incident to such employment .
COACHELLA VALLEY HOUSING COALITION,
a n profit California- corporation
f�
By: t�
ItS : CnL-
By:
Its :
EXHIBIT "A" :IT
• 2nd Amend to DDA Hsg
• CV Housing Coalition
13ac Sunrise San Rafael
AGREEMENT #2935 A261C
R17706, 12-18-91
SECOND AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENTf�.-, eif/o
THIS SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (the "Second DDA Amendment") is made as of the 1
day of L;a ti , 1991, by and among the Community Redevelopment
Agency of the City of Palm Springs, a public body corporate and
politic (the "Agency") ; the City of Palm Springs, a municipal
corporation (the "City") ; Coachella Valley Housing Coalition, a
California nonprofit public benefit corporation ("CVHC") ; and
Coyote Springs Apartments Associates, a California limited
partnership (the "Partnership") . The Agency, the City, CVHC and
the Partnership shall be collectively referred to as the
"Parties" in this Agreement.
RECITALS
A. CVHC, the City and the Agency have entered into that
certain Disposition and Development Agreement dated for' reference
purposes January 2 , 1991 (the "DDA") . The DDA calls for the
construction of certain improvements on the real property
described in the DDA as the "Site. "
B. CVHC, the City and the Agency have entered into that
certain Amendment No. 1 to Disposition and Development Agreement
- Coachella Valley Housing Coalition, dated for reference
67902U.P50
12/13/91 1
j
IN WITNESS WHEREOF, the parties have entered into this
second DDA Amendment as of the date first above written.
THE AGENCY:
The Community Redevelopment Agency
of the City of Palm Springs, a
public body �corporate and politic
Attest: �
� By;
B Chairman
Acyency Secretary
THE CITY:
Attest: // The ?4QF�t-
.
BC j/�J muni
ity Clerk By;
CVHC:
APPROVED AS TO FORM Coachella Valley Housing Coalition,
RUTAN & TUCKER a Cal ' ornia nonprofit public
bene i corporation
By:
David J. Aleshire, Esq. By;
Agency Counsel and
City Attorney Its; Ize ✓i' iwc�QL
APPROVED BY THE CITY COUNLIL
BY RES. NO. % 7 ECG /L -/Y-2 /
ArPP p�'E D 3Y - HE LOMM 7 9TyirEakq%
91
AGUENI:Y 3Y R'ES'
67902U.P50
12/13/91 1 1
THE PARTNERSHIP:
Coyote Springs Apartments
Associates, a California limited
partnership
T
By: Coachella Valley Housing
Coalition, a California
onprofit public benefit
orporation
By:
Its:
679o2u.Pso
12/13/91 12
RUTAN & TUCKER
ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
sate BANK OF THE WEST, SUITE 1400
Omsmnax 611 ANTON BOULEVARD DUKE B WARLBUIST SCOTT M 5CHOCNWALD
elDI CHARD A UE UTT PERA COSTA MESA, CALIFORNIA 92626MARKSMITH sCX7SPECIES
AR DIRECT ALL MAIL TO P. O. BOX 1950 5
COSTA MESA, CALIFORNIA 92628-1950 [.III
on KATHYA Fm ANI
�n TELEPHONE 0141 641-5100 VE
UP wlOMASLIAM W w ON 1213) 625-7586
N.AllA x1(VICKI)OE TELECOPIER (714) 546-9035 MVF0 L EDWA
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a MIND 55 LMs SH
N II880-1B721
In a.Ilee a-1a5 o1 O owEN Em
IS BUYR 11 E,T-IBB eI
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October 14, 1991 ABEFULA aNALCORPDRATIon MEL1BA BeCK
OF COUNSEL
Ms. Judy Sumich, City Clerk
City of Palm Springs
P. O. Box 2743
3200 E. Tahquitz Canyon Way
Palm Springs, California 92263
Dear Ms. Sumich:
Enclosed please find five (5) sets of the loan
documentation (the "Loan Documents") , a Promissory Note and a
Uniform Commercial Code - Financing Statement (the "UCC
Financial Statement") associated with a $200, 000 loan which
was made by the Redevelopment Agency of the ` City of Palm
Springs (the "Redevelopment Agency") to the Coachella Valley
Housing Coalition ("CVHC") . These documents have been
executed by CVHC and by Anne Lanphar of our offices (as City
Attorney for the City) .
Please have the Loan Documents executed by the executive
director of the Redevelopment Agency, and retain the
originally executed Promissory Note. Please send me a set of
the originally executed Loan Documents, together with a copy
of the originally executed Promissory Note, and the
originally executed UCC Financing Statement, and forward all
other executed documents to Amy Parker, together with a copy
of the originally executed Promissory Note and UCC Financing
Statement, to be distributed by Amy to the appropriate
parties.
RUTAN & TUCKER •
ATTORNEYS AT LAW
P PP FiN EPS HIP IN CLN OIrvG Pfl OF[SSION FL COPPO PPiIO NS
Ms. Judy Sumich, City Clerk
October 14, 1991
Page 2
If you have any questions or concerns regarding these
Loan Documents, do not hesitate to contact me at (714) 662-
4639. Thank you for your cooperation.
Very truly yours,
RUTAN & TUCKER
% JJ/)
Melise G. Dant
MGD/lc
2/186/014084-0012/15
Enclosures
cc: David J. Aleshire, Esq.
Ms. Amy Parker (w/o enc. )
• • CV Housing Coalition
Amend 1 - DDA Loan - $130,000
AGREEMENT #261
R781, 5-15-91
AMENDMENT NO. 1
TO DISPOSITION AND DEVELOPMENT
AGREEMENT - COACHELLA VALLEY HOUSING COALITION
THIS AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
is entered into as of the date executed by the Agency and
dated for reference purposes only on May 9 , 1991, by and
between THE CITY OF PALM SPRINGS, a municipal corporation
( "City" ) , THE REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, a public body, corporate and politic ( "Agency" ) and
COACHELLA, VALLEY HOUSING COALITION, a nonprofit California
corporation ( "Developer" ) .
R E C I T A L S•
A. City, Agency and Developer previously entered into
a Disposition and Development Agreement - Coachella Valley
Housing Coalition dated for reference purposes only on
January 2, 1991 (the "DDA" ) . All terms defined in the DDA
will have the same meaning when used in this Amendment.
B. Developer has presented to Agency evidence of
Developer ' s acquisition of rental housing construction
program financing, private construction financing and low
income housing tax credit allocations in an amount sufficient
to complete the Project. Based on such commitments,
Developer has advised Agency that the condition to its
purchase of the Site described in Section 403 (1) (a) has been
satisfied.
C. Developer is required to deposit with the State of
California the sum of ONE HUNDRED THIRTY THOUSAND DOLLARS
($130,000 .00) in order to preserve the low income housing tax
credit allocation approved by the State of California in the
sum of $1,551, 289.00.
D. Developer has requested that Agency loan to
Developer the sum of ONE HUNDRED THIRTY THOUSAND DOLLARS
($130,000.00) for delivery to the State of California to
preserve the allocation.
E. Developer has received a commitment for
construction financing to fund no later than November 1,
1991, which will provide for disbursement to Agency of ONE
HUNDRED THIRTY THOUSAND DOLLARS ($130 ,000 .00) as repayment of
Agency' s loan to Developer .
2/094/014084-0006/16 5/10/91
• •
F. Agency has considered Developer ' s request and the
benefit to the Project from the low income housing tax credit
allocation and has determined that Agency ' s loan of
$130 , 000 . 00 to Developer is in the vital and best interest of
the Agency and in accordance with the public purposes and
provisions of applicable federal, state and local laws and
requirements .
NOW, THEREFORE, the parties hereto agree as follows:
1. Agency shall immediately loan to Developer
following execution of this Agreement by Agency, the sum of
ONE HUNDRED THIRTY THOUSAND DOLLARS ( $130 , 000 . 00 ) . Agency
may, at its election, make the disbursement of such loan
payable to the State of California and identify such payment
as the Deposit to secure the low income tax credit allocation
for the Project .
2. As a condition to the Agency ' s disbursement of the
funds described in paragraph 1, Developer shall execute and
deliver to Agency this Agreement and a Promissory Note in the
same form as attached to this Agreement as Exhibit "A" .
3. Developer hereby agrees to deliver to the State of
California, together with the deposit, written notice
instructing the State to pay any refund of such deposit to
the Agency and not to Developer . Developer shall deliver such
further documentation as may be required by the State of
California to perfect such assignment by Developer to Agency
of Developer ' s right to any refund of the deposit.
4. Except as herein otherwise specifically provided,
the DDA shall remain unchanged and continue and remain in
full force and effect .
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment No. 1 to Disposition and Development Agreement
-2-
as of the date of execution by the Agency and the City.
"AGENCY"
THE REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRI ublic body,
corpor and politi
Date: Y���: , d
`�,���� , 1991 B
Its: Executive Director
ATTEST:
Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER
f
By: d% ."I' —
David leshire,
Agency Counsel
"CITY"
THE CI OF PALM SPRIN S,
a muni ipal corporati n
o"
Date: 1991 By: l�
Its: City Manager
ATTEST:
A''PO � r, �, CfJ,E UJU L'L9 1Ty REM.
City,/" er
-3-
APPROVED AS TO FORM:
RUTAN & TUCKER
By: _
David J. Aleshire,
City Attorney
"DEVELOPER"
COACHELLA VALLEY HOUSING COALITION,
a nonprofit California corporation
Date: , 1991 By: i,�'' -"
Its : ?c,c �tivEQYZr.y�w
�.a
Date: , 1991 By:
Its:
-4-
EXHIBIT "A"
Promissory Note
$130 , 000 . 00 May 15 , 1991
FOR VALUE RECEIVED,, the undersigned, COACHELLA VALLEY
HOUSING COALITION, a California non-profit corporation
(herein called the "Maker" ) hereby promises to pay to the
Community Redevelopment Agency of the City of Palm Springs, a
public body corporate and politic or order ( "Holder" ) , the
principal sum of ONE HUNDRED THIRTY THOUSAND DOLLARS
( $130, 000 . 00) . Principal shall be paid in lawful money of
the United States of America.
Principal shall be payable on demand any time after
November 1, 1991. Principal may be prepaid at any time in
whole or in part. No interest shall accrue on unpaid
principal until November 1, 1991, at which time interest
shall accrue on unpaid principal from November 1, 1991 until
paid at the rate of twelve percent (12%) per annum. In the
event Holder refers this Note to an attorney for collection
or seeks legal advice following a default by Maker , Maker
promises to pay, within ten (10) days of written demand, such
reasonable attorneys ' fees for services performed by Holder ' s
attorneys and all reasonable costs and expenses incurred
incident to such employment.
COACHELLA VALLEY HOUSING COALITION,
a no rofit California corporation
By.
Its : �� c-c ti.v� �✓c� �q2
By:
Its :
EXHIBIT "A"