HomeMy WebLinkAbout3/20/2002 - STAFF REPORTS (19) DATE: MARCH 20, 2002
TO: COMMUNITY REDEVELOPMENT AGENCY
FROM: REDEVELOPMENT DIRECTOR
APPROVAL OF AN OWNER PARTICIPATION AGREEMENT WITH MILLENNIUM
HOUSING, INC. OF NEWPORT BEACH, CALIFORNIA FOR THE REHABILITATION
OF A 254-SPACE MOBILE HOME PARK (SAHARA MOBILE HOME PARK) AT 1955
SOUTH CAMINO REAL, AND A PUBLIC HEARING MAKING FINDINGS RELATED TO
THE FUTURE AFFORDABILITY OF THE UNITS WITHOUT AGENCY ASSISTANCE
RECOMMENDATION:
It is recommended that the Agency approve an Owner Participation Agreement(OPA)with
Millennium Housing, Inc. for the rehabilitation of Sahara Mobile Home Park, a 254space
mobile home park located 1955 South Camino Real in Palm Springs. It is further
recommended that the Agency hold a public hearing on the potential threat to affordability
of the spaces but for the assistance of the Agency, and amend the 2001-2002 Agency
budget(fund 882)to allocate funds for the project.
SUMMARY:
Millennium Housing has proposed purchasing the Sahara Mobile Home Park located at
1955 South Camino Real in Palm Springs. While the park is relatively attractive and well-
maintained, it is nearly 50 years old and has over the past several years experienced
problems with its major systems and utilities, including gas, electricity, and sewer. Because
of its age, it is currently a rent-controlled park. Millennium's approach is to use tax-exempt
financing (issued by the City of Palm Springs) and its non-profit status (which reduces the
property tax burden) to create a fund and revenue stream to be able to perform the
necessary repairs to the park without needing a rent-control waiver, which would ordinarily
be allowed for an owner undertaking major capital improvements. The needs analysis has
identified $1.2 million worth of necessary improvements to the park. The bond issue,
including $400,000 in Community Redevelopment Agency participation (part of this OPA)
would create an initial $850,000 Repair and Replacement Reserve Fund, with additional
funds from the cash flow of the project that can be used for repairs or other property
improvements jointly prioritized by the residents and Millennium. This public hearing was
noticed to comply with the public notice requirements of Section 33413 (2)(B) and (C) of
California Health & Safety Code.
BACKGROUND:
A full description of the Sahara Mobile Home project is included in the City Council staff
report on the bond issues, continued from February 20. This OPA provides for the
"issuers" (the City) contribution in the bond transaction, which gets pooled with the
bond proceeds. The Agency's policy interest in helping with the acquisition was the
rehabilitation of the park, so the CPA contains a Schedule of Performance that is tied
to Millennium's proposed Schedule of Improvements. This provision commits the non-
profit to the agreed-upon schedule for the improvements.
In return, Millennium shall commit that 50% of the units shall remain affordable to low-
and very-low-income residents: 25% shall be available for persons of very low income
(50% of area median income) and 25% for persons of low income (80% of area median
income).
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Ordinarily, an Owner Participation Agreement is approved by the Community
Redevelopment Agency as a legislative item, not in a public hearing. (Disposition and
Development Agreements are approved in public hearings.) However, because the
individual coaches are not being rehabilitated with Agency assistance (at a level of at
least 25% of their value), the Agency is unable to restrict the units under its normal
provisions in state law, which allow that units that have been rehabilitated with Agency
funds to be restricted. Under the deal with Millennium, the Agency is essentially
purchasing long-term affordability covenants form the park owner, another accepted
technique for preserving affordability under Redevelopment Law. In order for the
Agency to be able to restrict the units, though, which is important for its goal of
complying with state law, it must make two findings under Section 33413 (2)(8) and (C)
of California Health & Safety Code;
1. That the units are presently available at affordable housing cost to this same
group of persons or families, but are units that the agency finds, based upon
substantial evidence, after a public hearing, cannot reasonably be expected to
remain affordable to this same group of persons or families; and
2. Not less than 50 percent of the units made available through the purchase or
acquisition of long-term affordability covenants shall be available at affordable
housing cost to, and occupied by, very low income households (50% of area
median income).
Funds for this project— $150,000 of the Agency's share-- are available in the 2001-02
Community Redevelopment Agency Lcw/Mod Housing budget (not the General Fund),
under Unscheduled Capital Projects (882-8382-50000). The remainder ($250,000)
needs to be appropriated from the fund balance of the Housing Fund.
AA 61_L �
UOHN S RAYMO D
ire of CommuM& Economic Development
APPROVED d�
Executive Directo
ATTACHMENTS,
1. Resolution
2, Owner Participation Agreement
3. Public Hearing Notice
4. Budget Resolution
REVIEWED BY DEPT.OF FINANCE
C 1\1i4 /� a
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN, that the Community Redevelopment Agency of the
City of Palm Springs and the City of Palm Springs will hold a Public Hearing in the City
Council Chambers, located at 3200 Tahquitz Canyon Way, Palm Springs, California
92262, beginning at 7.00 p.m., Wednesday, March 20, 2002, to consider the following:
Findings Pursuant to Section 33413 (2)(B) and (C) of California Health & Safety Code
Related to an Owner Participation Agreement with Millennium Housing
for the Purchase and the Rehabilitation of the Sahara Mobile Home Park
All interested persons are invited to attend the Public Hearing and express
opinions on the item listed above. Members of the public may view this document and
all referenced documents in the Department of Community & Economic Development at
City Hall, and submit written comments to the Community Redevelopment Agency at or
prior to the Community Redevelopment Agency Meeting at or prior to the public hearing
described in this notice.
PATRICIA A. SANDERS,
City Clerk
PUBLISHED: March 9, 2002
alq A3
OWNER PARTICIPATION AGREEMENT
Sahara Mobilehome Park
THIS OWNER PARTTCIPATION AGREEMENT ("Agreement") is made and entered
into as of the _ day of April, 2002 ("Effective Date"), by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY Or PALM SPRINGS, a public body, corporate
and politic ("Agency"), and MILLENNIUM HOUSING CORPORATION, a California
nonprofit corporation ("Participant").
1.0 PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to effectuate the Redevelopment Plan for the Project
Area by rehabilitating and maintaining mobilehome housing units at affordable rental rate for
fifty-five years in the City of Palm Springs ("City"). The rehabilitation shall include upgrades to
the sewer and electric facilities and the provision of a new perimeter security wall. The
rehabilitation of the Project and the fulfillment generally of this Agreement are in the best
interests of the City and the welfare of its residents and are in accordance with the public
purposes and provisions of applicable federal, state, and local laws and regulations, under which
the Project has been undertaken and is being assisted.
This Agreement is entered into by the Agency pursuant to its authority under the
Community Redevelopment Law of the State of California, Health and Safety Code Sections
33000 et seMC. (all statutory references herein are to the Health and Safety Code unless otherwise
provided); which authorizes the Agency to make agreements with owners, purchasers and lessees
of property which will be covenanted for affordable housing restrictions and maintaining
mobilehome parks within the community in conformity with the Redevelopment Plan, and
providing that the Agency retain controls and establish restrictions or covenants running with the
land so that the property will be operated and used in conformity with this Agreement and the
Redevelopment Plan (see Sections 33380, 33381, 33437-33439 and 33339).
2.0 DEFINITIONS
The following terms as used in this Agreement shall have the meanings given unless
expressly provided to the contrary:
The tern "Affordable Units" shall mean up to two hundred fifty-four (254) mobilehome
rental spaces in the Project that are covenanted for affordability, use, and occupancy under the
Agreement Containing Covenants. Twenty-five percent (25%) of the units shall be restricted to
the "Very Low Income"; twenty-five percent (25%) shall be restricted to "Low Income"; the
remainder shall be restricted according to the City's rent control provision set out in the
Agreement containing covenants (Attachment No 5)
The term "Agency" shall mean the Community Redevelopment Agency of the City of
Palm Springs, a public body, corporate and politic, having its offices at 3200 East Tahquitz
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Canyon Way, Palm Springs, California 92263. The term "Agency" as used herein also includes
any assignee of, or successor to, the rights, powers, and responsibilities of the Community
Redevelopment Agency of the City of Palm Springs.
The term "Agency Assistance" shall have the meaning set forth in Section 6 of this
Agreement.
The term "Agreement Containing Covenants" shall mean the Agreement Containing
Covenants Affecting Real Property referred to in Section 4.1.1 which shall be in the form set
forth in Attachment No, 5.
The term "Bond Financing" shall mean two series designated "City of Palm Springs
Sahara Mobile Home Park Revenue Bonds, Series 2002A" (the "Series A Bonds"), "City of
Palm Springs Sahara Mobilehome Park Subordinate Revenue Bonds, Series 2002B (the "Series
B Bonds")" (the Series A and Series B Bonds, the "Bonds"), the proceeds of which will be
loaned to the Borrower (the "Loan") which, in consideration of the Loan, will cause to be
delivered to the Trustee its promissory note in the aggregate principal amount of the Bonds (the
"Note") secured by the Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing (the "Mortgage") recorded in the office of the County Recorder for the County of
Riverside
The term "City" shall mean the City of Palm Springs, a California municipal corporation,
having its offices at 3200 East Tahquitz Canyon Way, Palm Springs, California 92263.
The term "CRL" shall mean the Community Redevelopment Law of the State of
California, codified at Health and Safety Code Section 33000 et se�u ..
The term "Effective Date" shall mean the date the Participant becomes the legal owner
of the Site which date shall be inserted into the preamble to this Agreement.
The term "Executive Director" shall mean the individual duly appointed to the position
of Executive Director of the Agency.
The term "Fiscal 'Year" shall mean the period from July 1 through June 30.
The term "Participant" shall mean MILLENNIUM HOUSING CORPORATION, a
California nonprofit corporation, and any permitted successors or assignees of Participant as
provided herein. Participant has represented to Agency that, as of the Effective Date it shall be
the fee owner of the Site. The term "Participant" includes any legally permissible assignee or
successor to the rights, powers, and responsibilities of Participant hereunder, in accordance with
Section 3.15 of this Agreement.
The term "Project" shall mean the rehabilitation of the mobilehome park at the Site
which contains two hundred and fifty-four (254) units (which shall include a resident on-site
manager unit), of which up to one hundred and twenty-seven (127) units shall be the Affordable
Units, with the remainder restricted to a rent control rate. The rehabilitation consists of exterior
improvements, including perimeter wall, sewer and electrical, as more specifically described in
the Scope of Development at Attachment No. 3 herein. The space rent for all units shall be
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restricted in accordance with the terms of this Agreement and the Agreement Containing
Covenants.
The term "Redevelopment Plan' shall mean the Merged Redevelopment Project Area
#1 created on by Ordinance No, is
incorporated herein by this reference and is made a part hereof as though fully set forth herein.
The term "Rehabilitation improvements" shall mean those improvements described in
Attachment No. 3 to which the Agency Assistance may be applied, as further provided at Section
6.1 herein.
The term "Schedule of Performance" shall mean that certain Schedule of Performance
attached hereto as Attachment No. 4.
The term "Site" shall mean that certain real property consisting of a mobilehome park
with two hundred and fifty-four (254) spaces, located at 1955 S. Camino Real, Palm Springs,
California 92262, as specifically described at Attachment No. 2 hereto. The Site is shown on the
site map attached hereto as Attachment No. 1.
3.0 CURRENT OWNERSHIP OF THE SITE; DEVELOPMENT OF THE SITE
3.1 Ownership of the Site.
Participant hereby represents to Agency that Participant, as of the Effective Date, shall be
the owner of fee title to the Site.
3.2 Physical Condition of the Site,
Agency shall have no responsibility for, and makes no representation or warranty,
express or implied, with respect to the presence of uncompacted fill, the condition of the soil, the
geology, seismology, the presence of any hazardous or toxic substances or materials, or any
similar matters. In no event shall Agency have any obligation to cure or correct any physical
defects or problems with respect to the Site. It shall be the sole responsibility of Participant to
investigate all aspects of the physical condition of the Site, including but not limited to the
existence of any hazardous or toxic materials or substances, and earthquake faults or other
geologic and seismic hazards. For the purposes of this Agreement, the term "hazardous or toxic
substances or materials" shall mean any substance or material identified by the federal
government or State of California as hazardous or toxic and included on any list of such
substances published by the federal government or State of California.
Participant shall indemnify, defend, and hold Agency and City harmless from any claim,
suit, or action arising from the presence of any hazardous or toxic substances or materials
existing on the Site. This indemnification obligation remain in perpetuity. and shall survive and
shall not merge with any grant deed or any other instrument, whether or not recorded.
It shall be the sole responsibility of Participant to demolish and clear any improvements
on the Site inconsistent with the intended use thereof and to prepare the Site for the
Rehabilitation Improvements to be constructed. It shall be the further responsibility of
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Participant to comply with all federal, state, and local laws, regulations, and rules regarding
environmental compliance subsequent to conveyance and other similar matters, and pay any
costs and take any other actions required to prepare the Site for the Rehabilitation Improvement
to be constructed.
3.3 Evidence of Financial Capability.
Participant shall be borrower on the Bond Financing. Participant's acquisition of
the Site shall occur immediately prior to closing of the Bond Financing concurrent with the
Effective Date of this Agreement. dollars from the bond
funds shall be placed in a Trustee Account for "Repair and Replacement" as designated in the
Bond Financing documents.
3A Rehabilitation Improvements.
The Rehabilitation Improvements to the Site shall be as specified in the Scope of
Development (Attachment No. 3).
3.5 Other City and Governmental AiZency Permits.
Before camnencement of any rehabilitation or demolition work, or any construction or
development of any buildings, structures, or other works of improvement upon the Site,
Participant at its own expense shall secure or cause to be secured any and all permits which may
be required by City or any other governmental agency with jurisdiction over the Site, including,
but not limited to, necessary building permits and all approvals required under the California
Environmental Quality Act (CEQA). Failure of Participant to timely obtain all required permits
and approvals shall be grounds for termination of this Agreement by Agency in Agency's sole
and absolute discretion. Agency shall provide reasonable assistance to Participant in securing
these permits, at no cost to Agency; provided, however, that Agency does not warrant or
represent that any such approvals shall be granted.
3.6 Cost of Construction.
Except as specifically provided at Section 6.1, Participant shall bear all costs of
constructing all of the Rehabilitation Improvements on the Site and in connection therewith,
including, but not limited to, any and all costs for demolition, clearance, interim and permanent
financing, broker's and leasing commissions, development and building fees and charges, and all
on-site improvements. Participant shall additionally be responsible for designs, plans,
calculations, bonding, permitting, and payment of fees for, and installation of, all off-site
improvements necessary for the Project. Participant shall be responsible for verifying the
adequacy and availability of all utilities. Any upgrades of existing utilities to service the Project
shall be the sole responsibility of Participant.
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3.7 Participant's Progress Reports.
Subject to Section 8.3 herein, Participant shall begin, continue, and complete the
construction of the Rehabilitation Improvements required of it within the times set forth in the
Construction Schedule and the Schedule of Performance.
3.8 Bodily Iniury, Property Damage, and Workers' Compensation Insurance
Indemnification.
During construction of the Rehabilitation Improvements, Participant shall conform to the
indemnification and insurance set forth in Section 7A,
3.9 Ri htss of Access,
Representatives of Agency, for the purpose of assuring compliance with this Agreement,
shall have, in addition to any other rights of access to the Site granted to Agency in this
Agreement, the reasonable right of access to the Site, without charges or fees, at normal
construction hours during the period of construction to inspect the work being performed by
Participant in constructing the Rehabilitation Improvements. Any inspection by Agency shall be
performed without interference to the work being done at the Site. ,Agency shall indemnify,
defend, and hold Participant and its officers, agents, representatives, employees, and volunteers
harmless from any damage caused or liability arising out of its exercise of this right of access;
provided that it is understood that Agency does not by this Section 3.11 assume any
responsibility or liability for a negligent inspection or failure to inspect, not shall any inspection
by Agency substitute for inspections by the City as may be required by City.
3.10 Applicable Laws.
Participant shall carry out the construction oC the Rehabilitation Improvements to be
constructed by Participant in conformity with all applicable laws, regulations, and rules of all
federal, state, and local governmental agencies with jurisdiction over the Site and the Project,
including without limitation applicable labor standards.
3.11 Anti-Discrimination During Construction.
Participant, for itself and its successors and assigns, agrees that Participant will not
discriminate against any employee or applicant for employment because of race, color, creed,
religion, sex, marital status, national origin, or ancestry.
3.12 Taxes Assessments, Encumbrances, and Liens.
Participant shall pay prior to delinquency all real estate taxes and assessments properly
assessed and levied on the Site.
Participant shall not place or allow to be placed thereon any mortgage, trust deed,
encumbrance or lien (except mechanic's liens prior to suit to foreclose the same being filed) not
authorized under Section 3.14 of this Agreement or otherwise hereunder, and shall remove or
1RV419225v3 -5- h re ftp
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 Participant from contesting the
validity or amounts of any tax, assessment, encumbrance, or lien, nor to limit the remedies
available to Participant in respect thereto.
3.13 Prohibition Against Assignment and Transfer.
The qualifications and identity of Participant are of particular concern to Agency. It is
because of those qualifications and identity that Agency has entered into this Agreement with
Participant. Accordingly, Participant shall not, except as permitted in this Section and Section
3.14 below, assign all or any part of this Agreement or any rights hereunder or in the Site without
Agency's prior written approval, which approval shall not be unreasonably withheld.
Notwithstanding the foregoing, the following shall not be considered an assignment or
transfer and shall not require Agency approval hereunder-
(i) Transfers to any entity or entities owned or controlled by Participant or
any of its respective members, shareholders or partners, or to any parent corporation or
subsidiary corporation of any partner, member, or shareholder of Participant, or to any entity or
entities controlled by any of such members, shareholders, or partners.
(ii) Transfers resulting from the death or mental or physical incapacity of an
individual.
(iii) 'Transfers or assignments in trust for the benefit of a spouse, children,
grandchildren, other family members, or for charitable purposes.
(iv) Any mortgage, deed of trust, sale and leaseback or other form of
conveyance required for any reasonable method of financing the acquisition and/or development
of the Site, including all direct and indirect costs related thereto.
(v) A sale, conveyance, or transfer of the Site at foreclosure (or a conveyance
thereof in lieu of a foreclosure) pursuant to a foreclosure thereof to any lender meeting the
requirements of sub-paragraph (iv) above.
(vi) A sale or transfer of some or all of Participant's interest in the Site, or any
individual parcel thereof, to a lender or real estate investment trust meeting the requirements of
sub-paragraph (v) above upon the exercise by such lender of a right to acquire Participant's
interest.
(vii) The conveyance or dedication of portions of the Site to the City or other
appropriate governmental agency for the formation of an assessment district, or the granting of
easements or permits to facilitate the development of the Site.
(viii) The leasing of the Units.
IRv kl9zzs v3 -6 ^ (o
Participant shall deliver written notice to Agency requesting approval of any assignment
or transfer requiring Agency approval hereunder.
In considering whether it will grant approval to any assignment by Participant of its
interest in the Site or any portion thereof, which assignment requires Agency approval, Agency
shall consider factors such as (A) the financial strength and capability of the proposed assignees
to perform Participant's obligations hereunder and (B) the proposed assignee's experience and
expertise in the planning, financing, development, ownership and operation of similar projects.
No assignment, including assignments which do not require Agency approval hereunder, but
excluding assignments for financing purposes, shall be effective unless and until the proposed
assignee executes and delivers to Agency an agreement in form reasonably satisfactory to
Agency's attorney assuming the obligations of the assignor which have been assigned.
Thereafter, the assignor shall be relieved of all responsibility to Agency for performance of the
obligations assumed by the assignee.
Participant shall compensate Agency for its actual expenses (not including personnel or
overhead expenses) incurred in investigating a proposed assignee's qualifications as a permitted
assignee hereunder; provided, however, Participant's compensation to Agency for Agency's
legal costs incurred in investigating and reviewing a proposed assignee's qualifications shall not
exceed One Thousand Five Hundred Dollars ($1,500.00). Agency shall submit an invoice to
Participant requesting compensation for Agency expenses consistent with this paragraph.
No lender approved by Agency pursuant to Section 3.14 shall be required to execute an
assumption agreement and such lender's rights and obligations hereunder shall be as set forth in
Section 3.14.
3.14 Security Financing: Right of Holders.
3,14 1 Permitted Encumbrances
Mortgages, deeds of trust, conveyances, and leases-back or any other form of
conveyance required for any reasonable method of financing are permitted after Participant has
completed all payments pursuant to the loan agreement in the Bond Financing, and has
completed all of the Rehabilitation Improvements. Prior to that date, Participant shall not enter
into any such conveyance for financing purposes without the prior written consent of Agency's
Executive Director.
3.14.2 Holder Not Oblk-wed to Construct Improvements.
The holder of any mortgage or deed of trust or other security interest authorized
by this Agreement 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; nor shall any
covenant or any provision in the deed for the Site be construed so to obligate such holder.
Nothing in this Agreement shall be deemed or construed to, permit, or authorize any such holder
to devote the Site or any part thereof to any uses, or to construct any improvements thereon,
other than those uses or improvements provided for or authorized by this Agreement.
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3.14.3 Notice of Default to Mortgage, Deed of Trust or Other Security Interest
Holders; Right to Cure.
Whenever Agency shall deliver any notice or demand to Participant with respect
to any breach or default by Participant in completion of construction of the improvements,
Agency shall at the same time deliver a copy of such notice or demand to each approved holder
of record of any mortgage, deed of trust or other security interest which has previously requested
such notice in writing. Each such holder shall (insofar as the rights of Agency are concerned)
have the right, at its option within ninety (90) days after the receipt of the notice, to commence
and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the
security interest debt and the lien on its security interest. Nothing contained in this Agreement
shall be deemed to permit or authorize such holder to undertake or continue the construction or
completion of the improvements (beyond the extent necessary to preserve and protect the
improvements or construction already begun if holder has elected to undertake construction)
without first having expressly assumed Participant's obligations to Agency by written agreement
satisfactory to Agency. The holder in that event must agree to complete, in the manner provided
in this Agreement, the improvements to which the lien or title of such holder relates-
3
.14.4 Right of Agency to Cure Mortgage, Deed of Trust, or Other Security
Interest Default.
In the event of a default or breach by Participant of a mortgage, deed of trust, or
other security interest or leaseback or conveyance for financing, Agency may cure the default
prior to completion of any foreclosure. In such event, Agency shall be entitled to reimbursement
from Participant of all costs and expenses reasonably incurred by Agency in curing the default,
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:
(i) Any mortgage, deed of trust or other security instrument or sale and
leaseback or other conveyance for financing permitted by this Agreement; or
(ii) Any rights or interests provided in this 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 (by the payment of
money, construction or otherwise) with respect to the Site in the event of its enforcement of its
lien.
3.15 Right of Agency to Satisfy Liens.
After Participant has had a reasonable time to challenge, cure, or satisfy any liens or
encumbrances on the Site, Agency, after sixty (60) days prior written notice to Participant, shall
have the right, but not the obligation, to satisfy any such liens or encumbrances on the Site;
provided, however, that nothing in this Agreement shall require Participant to pay or make
provision for the payment of any tax, assessment, lien, or charge so long as Participant in good
faith shall contest the validity or amount thereof, and so long as such delay in payment shall not
subject the Site to forfeiture or sale.
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4.0 USES of THU SITE
4.1 Use of the Site.
4.1.1 Participant covenants and agrees for itself, and its successors and assigns
to its interest in the Site, that for the period set forth in the Agreement
Containing Covenants, Participant and such successors and assigns shall
not devote the Site to uses inconsistent with this Agreement, the
Agreement Containing Covenants, or the Bond Financing documents,
whichever is the most restrictive.
4.1.2 Until the termination of the affordability restrictions set forth in the
Agreement Containing Covenants, Participant shall maintain and shall
furnish or cause to be furnished to Agency duplicate originals or
appropriate endorsements of insurance or certificates of insurance as set
forth in Section 7A herein.
4 1 3 1n the event that Participant breaches any of the covenants contained in
this Section 4.1 or Section 4.2 below, and such default continues for a
period of ten (10) business days after written notice from Agency (with
respect to landscaping, graffiti, debris, waste material, and general
maintenance) or thirty (30) days after written notice from Agency (with
respect to building improvements), then Agency, in addition to whatever
other remedy it may have at law or in equity, shall have the right to enter
upon the Site and perform or cause to be performed all such acts and work
necessary to cure the default. Pursuant to such right of entry, Agency
and/or City shall be permitted (but are not required) to enter upon the Site
and perform all acts and work necessary to protect, maintain, and preserve
the improvements landscaped areas on the Site, and to attach a lien on the
Site, or to assess the Site, in the amount of the expenditures arising from
such acts and work of protection, maintenance, and preservation by
Agency and/or costs of such cure, including a fifteen percent (15%)
administrative charge which shall be promptly paid by Participant to
Agency upon demand.
4.2 Maintenance of the Site.
Participant, for itself and its successors and assigns, hereby covenants and agrees to
maintain and repair or cause to be maintained and repaired the Site and all related on-site
improvements and landscaping thereon at its sole cost and expense, including, without limitation,
buildings, parking areas, lighting, signs and walls, in a good condition and repair, free of rubbish,
debris and other hazards to persons using the same, and in accordance with all applicable laws,
rules, ordinances and regulations of all federal, state, and local bodies and agencies having
jurisdiction over the Site. Such maintenance and repair shall include, but not be limited to,
sweeping and trash removal, and the care and replacement of all shrubbery, plantings, and other
landscaping in a healthy condition. In addition, Participant shall be required to maintain the Site
in such a manner as to avoid the reasonable determination of a duly authorized official of the
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Agency or City that a public nuisance has been created by the absence of adequate maintenance
such as to be detrimental to the public health, safety or general welfare or that such a condition
of deterioration or disrepair causes appreciable harm or is materially detrimental to property or
improvements within one thousand (1,000) feet of such portion of the Site.
4.3 Oblication 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 enjoyment of the Site, nor shall participant 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 Site or any portion thereof The foregoing covenants shall run with
the land and shall remain in effect in perpetuity.
4.4 Form of Nondiscrimination and Nonseereeation Clauses.
Participant shall refrain from restricting the rental, sale, or lease of any portion of the
Site, or contracts relating to the Site, on the basis of race, color, creed, religion, sex, marital
status, national origin, or ancestry of any person. All such deeds, leases or contracts shall
contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
4.4.1 In deeds: "The grantee herein covenants by and for himself, his heirs,
executors, administrators, and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation
of any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein
conveyed, nor shall the grantee himself, or any persons claiming under or
through him, 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."
4A.2 In leases: "The lessee herein covenants by and for himself, his heirs,
executors, administrators, and assigns, and all persons claiming under or
through him, and this lease is made and accepted upon and subject to the
following conditions:
4.4.3 "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 land herein leased, nor shall
the lessee himself, or any person claiming under or through him, establish
or permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use, or occupancy of
CRV#19225 v3 -10- ■ -A [A R F 13
tenants, lessees, sublessees, subtenants, or vendees in the land herein
leased."
4A.4 In contracts: "There shall be no discrimination against or segregation of
any persons or group of persons on account of race, color, creed, religion,
sex, marital status, national origin, or ancestry in the sale, lease, transfer,
use, occupancy, tenure, or enjoyment of land, nor shall the transferee
himself, or any person claiming under or through him, establish or permit
any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of land."
4.5 Effect of Covenants.
Agency is deemed a beneficiary of the terms and provisions of this Agreement, the
Agreement Containing Covenants, and the Bond Financing Agreements, all of which contain
restrictions and covenants running with the land, for and in its own right and for the purposes of
protecting the interests of the community and other parties, public or private, in whose favor and
for whose benefit the covenants running with the land have been provided. The covenants in
favor of Agency shall run without regard to whether Agency has been, remains, or is an owner of
any land or interest therein in the Site, or in the Redevelopment Project Area. Agency shall have
the right, if any of the covenants set forth in this Agreement or the Agreement Containing
Covenants that are provided for its benefit are breached, to exercise all rights and remedies and
to maintain any actions or suits at law or in equity or other proper proceedings to enforce the
curing of such breaches to which it or any other beneficiaries of such covenants may be entitled.
5.0 DEFAULTS AND REMEDIES
5.1 Defaults-General-
Subject to all of the extensions of time available in Section 8.3, failure or delay by any
party to perform any term or provision of this Agreement, the Agreement Containing Covenants
or the Bond Financing Agreements constitute a default under this Agreement; however, the party
shall not be deemed to be in default if (i) such party cures, corrects, or remedies such default
within thirty (30) days (or five [5] days for certain defaults specified in Section 4.1) after receipt
of a notice specifying such failure or delay, or (ii) for such defaults that cannot reasonably be
cured, corrected, or remedied within thirty (30) days (or five [5] days for certain defaults
specified in Section 4.1), if such party commences to cure, correct, or remedy such failure or
delay within such thirty (30) day period (or five [5] day period for certain defaults specified in
Section 4.1) after receipt of a notice specifying such failure or delay, and diligently prosecutes
such cure, correction or remedy 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. Copies of any notice of default given to Participant
shall also be delivered to any permitted lender requesting such notice. Except as provided in
Section 4.1 above or as required to protect against further damages, the injured party may not
institute proceedings against the party in default until expiration of the applicable cure period.
IRV,L,17225 v3 -11 C (a R I Y
Except as otherwise expressly provided in this Agreement, any failure or delay in giving such
notice or in asserting any of its rights and remedies as to any default shall not constitute a waiver
of any default, nor shall it change the time of default, nor shall it deprive either party of its rights
to institute and maintain any actions or proceedings to which it is entitled under this Agreement
to protect, assert or enforce any such rights or remedies.
5.2 Legal Actions.
5.2.1 Institution of Legal Actions. In addition to any other rights or remedies,
either party may institute legal action to cure, correct or remedy any
default, to recover actual damages for any default, or to obtain any other
remedy consistent with the purposes of this Agreement; provided,
however, that Section 5.5 shall supersede any conflicting provisions of this
Section 5.2.1. Such legal actions must be instituted and maintained in the
Superior Court of the County of Riverside, State of California, or in any
other appropriate court in that county.
5,22 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
5.23 Acceptance of Service of Process. In the event that any legal action is
commenced by Participant 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
Participant, service of process on Participant shall be made by personal
service upon Participant or in such other manner as may be provided by
law, and shall be valid whether made within or without the State of
California.
5.2.4 Any uncured default under this Agreement, the Agreement Containing
Covenants and/or the Bond Financing Agreement shall result in the
Agency Note (Attachment No. _ becoming irri ediately due and
payable in its entirety with the right to foreclose on the Property pursuant
to the Deed of Trust (Attachment No. __) securing the Agency Note.
53 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.
5.4 Notice of Default: Damages.
If either party defaults with regard to any of the provisions of this Agreement, the
nondefaulting party shall serve written notice of such default upon the defaulting party. If the
default is not cured or commenced to be cured in accordance with Section 5.1 herein: (i) if
IRV 919225 v3 -12- (! r_` 11 _ nw-
Participant is the defaulting party, Participant shall be liable to Agency for any damages to
Agency caused by such default, except as otherwise expressly provided herein, and (ii) if Agency
is the defaulting party, Participant's exclusive remedy shall be as set forth in Section 5.5,
5.5 Specific Performance As Participant's Exclusive Remedy.
Subject to Participant's right to terminate this Agreement in accordance with the terms of
Section 5.7.2, Participant's exclusive remedy for an uncured Agency default under this
Agreement is institute an action for specific performance of the terms of this Agreement, and in
no event shall Participant have the right, and Participant expressly waives the right, to seek
monetary damages of any kind (including but not limited to actual damages, economic damages,
consequential damages, or lost profits) from the Agency in the event of a default by Agency
under this Agreement or any action related to this Agreement. Notwithstanding the foregoing,
Participant shall retain the right to seek a writ of mandate in the event of any final denial by
Agency of any Agency permit approval pertaining to the Project.
5.6 Attorney's Fees.
If either party to this Agreement is required to initiate or defend litigation in any way
connected with this Agreement, the prevailing party in such litigation, in addition to any other
relief which may be granted, whether legal or equitable, shall be entitled to its actual and
reasonable attorney's fees. If either party to this Agreement is required to initiate or defend
litigation with a third party because of the violation of any term or provision of this Agreement
by the other party, then the party so litigating shall be entitled to its actual and reasonable
attorney's fees from the other party to this Agreement. 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, retaining expert witnesses, taking depositions and
discovery, and all other necessary costs 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.
The parties hereto acknowledge and agree that each such party shall bear its own legal
costs incurred in connection with the negotiation, approval, and execution of this Agreement.
5.7 Termination.
5.7.1 Agency's Right to Terminate Prior to Funding the Agency Assistance.
In the event Agency is not in default under this Agreement, and any of the
following matters fail to occur on or before the time specified in the Schedule of Performance for
such matter, or any extension thereto as permitted in this Agreement, then in such event, Agency,
at its option, may deliver a thirty (30) day written notice of termination to Participant and, if the
applicable requirement has not been satisfied (or waived by Agency) within said time period, this
Agreement shall terminate;
(i) Participant does not timely execute and deliver to Agency for recordation
the Agreement Containing Covenants in accordance with this Agreement, or
IRV 919225 v3 -13- C 1400
(ii) Participant does not successfully obtain title to the Site and close on the
Bond Financing in accordance with Section 3.8 herein.
In the event of termination under this Section 5.7.1, neither party shall have any further
rights or obligations against the other.
5.7.2 Agency's Right to Terminate Alter Funding the Agency Assistance,
Agency shall have the option to terminate this Agreement in addition to pursuing
any other enforcement rights set forth in this Section 5.0, or otherwise available by law in the
event of any of the following:
(i) Participant does not timely commence or complete the Project in
accordance with Section 3.7 herein; or
(ii) Participant transfers or encumbers the Site or any portion thereof or
assigns any of its rights or obligations under this Agreement in violation of Sections 3.13 or 3.14
herein, unless the transfer or encumbrance is permitted under this Agreement; or
(iii) Participant is in material default of any of the terms, covenants, and
conditions of this Agreement, the Agreement Containing Covenants or the Bond Financing
agreements following expiration of any applicable cure period.
5,7.3 Participant's Right to Terminate.
In the event that Participant is not in default under this Agreement, and Agency is
in default of this Agreement prior to the Agency's payment of the Agency Assistance, then,
subject to, the terms of this Agreement, Participant, at its option, may deliver a thirty (30) day
notice of termination to Agency and, if the Agency Assistance is not provided witlun that thirty
(30) day period, Participant, as an alternative to Participant's specific performance remedy set
forth in Section 5.5, may terminate this Agreement by delivery of written notice to Agency. In
the event of termination under this Section 5.7.2, neither party shall have any further rights or
obligations against the other.
6.0 SPECIAL PROVISIONS
6.1 Rehabilitation Costs for Project. Agency Assistance.
Agency shall assist Participant in the rehabilitation of the Project by paying an amount
equal to one-third (1/3) of the total cost for construction of the improvements listed at
Attachment No. 3 ("Eligible Improvements") from Agency's Low Income Housing Set Aside
Fund which amount is equal to Four Hundred Thousand Dollars ($400,000.00) ("Agency
Assistance"). This assistance shall be in the form of a promissory note (Agency Note
Attachment No. �) which shall obtain credit towards payment every year that Participant
performs all obligations pursuant to this Agreement; Bond Financing agreements; and the
Agreement Containing Covenants. The Agency Note shall be secured by the Agency Deed of
Trust (Attachment No. ).
IRV 919225 v.3 -14- �� _ 17
6.1.1 Payment and Billing Procedures.
Upon execution of this Agreement, and concurrent with the Bond Finance closing
procedure, the Agency shall provide to the bond trustee the Agency Assistance which shall be
used in part to pay for certain closing costs of the Bond Financing, The balance of Agency
Assistance and an additional amount of bond proceeds shall be placed in the Repair and
Replacement Fund under the Bond Trustee's control in an amount of at least Nine Hundred
Thousand Dollars ($900,000), This Repair and Replacement Fund shall be dedicated to ensure
that all of the Rehabilitation Improvements are completed. Both the Oversight Agent and an
authorized representative of the Agency shall approve all expenditures from the Repair and
Replacement Fund.
6.1.2 Periodic Reports.
Unless otherwise specified, within twenty (20) days after the end of each quarter,
Participant or oversight Agent shall submit to Agency a quarterly progress report, including a
breakdown of the Repair and Replacement Fund. Such quarterly reports shall demonstrate to the
satisfaction of the Agency reasonable progress in accomplishing the Rehabilitation
Improvements. Within thirty (30) working days after the completion of all of the Rehabilitation
Improvements, Participant will submit a final report and evaluation in lieu of the last quarterly
report, which will summarize the progress and problems of the Project, the funding obtained
from other sources, the client response, and the progress and accomplishment of the Project.
6.2 Participant's Accountability System: Annual Report.
6.2.1 Participant shall execute and perform pursuant to the Administration and
Oversight Agreement attached hereto and incorporated herein as
Attachment No. _for monitoring and compliance purposes.
6.2.2 In accordance with Health & Safety Code Section 33418 (or successor
statute), Participant shall submit to Agency the annual report required by
Section 33418. The report shall contain the information specified in
Section 33418. In accordance with Section 33418(c), the Agency is
authorized to annually impose a fee upon Participant to defray Agency's
costs in complying with the requirements of Section 33418. If Agency
elects to impose such a fee, Agency shall notify Participant of the amount
prior to the due date of the report and Participant shall remit the fee with
the report; provided, however, that the fee imposed by Agency on
Participant shall not exceed the greater of(i) the actual cost to prepare the
report, said fee, if any, shall be payable from Park Revenues, or (ii) One
Thousand Five Hundred Dollars ($1,500.00). If Participant fails to remit
the fee with the report, or fails to submit the report, Participant shall be in
breach of this Agreement and the Agreement Containing Covenants and
shall be subject to the penalties and remedies specified in this Agreement
and the Agreement Containing Covenants. By executing this Agreement,
Participant represents and warrants that it has reviewed Health & Safety
ntvy19225 v3 -15- 0 mw 1? 0 /8 9
Code Section 33418 and has familiarized itself with the reporting
requirements contained therein.
6,3 Affordable Units.
Sixty-three (63) units shall be rented to individuals or families of 'Very Low Income,
sixty-four (64) units shall be rented to individuals or families of Lower Income and the
remaining units shall be rent restricted as provided in the Agreement Containing Covenants
(Attachment No. 5),
6.4 Agreement_Containing Covenants.
The Agreement Containing Covenants shall be recorded on the Site immediately
following the Bond Financing recorded documents and the Agency Deed of Trust concurrent
with payment to the Bond Trustee of the Agency Assistance. Each and every term, provision,
agreement, covenant, condition and restriction contained in the Agreement Containing
Covenants is hereby expressly incorporated herein by reference as if fully set forth herein. The
Agreement Containing Covenants shall be signed and acknowledged by all parties having record
title interest in the Site, shall make the Agency and City parties thereto and shall be enforceable
by the Agency and the City.
7.0 INSURANCE AND INDEMNIFICATION
T 1 Indemnification.
Participant shall indemnify, defend, and hold harmless the Agency and City and their
respective officers, officials, members, employees, agents, representatives, and volunteers from
all loss, cost, and expense, including but not limited to any judgments against same and
attorneys' fees and costs, arising out of any liability or claim of liability for personal injury,
bodily injury to persons, contractual liability, and damage to property sustained or claimed to
have been sustained arising out of acts or activities of Participant or Participant's officers,
employees, agents, representatives, or volunteers, whether or not such act or activity is
authorized by this Agreement; and Participant shall pay for any and all damage to the property of
Agency and City, or loss or theft of such property, done or caused by such persons. Agency and
City assume no responsibility whatsoever for any property placed on the premises. Participant
further agrees to waive all rights of subrogation against Agency and City. The indelmufication
provisions set forth herein do not apply to any damage or loss caused solely by the willful
misconduct of Agency or City or any of their respective officers, officials, members, employees,
agents, representatives or volunteers.
T2 Insurance Requirements.
Participant shall procure and maintain during both construction and subsequent operation
of the Project, and in all cases for the duration of this Agreement, insurance against claims for
injury and property damage which may arise from or in connection with the performance of this
Agreement.
IRV#19225 d3 -16- cm A *
If
72.1 Minimum Scope of Insurance. Coverage shall beat least as broad as:
(1) Commercial General Liability insurance to include products and
completed operations, contractual, independent contractors, broad form property damage, fire,
legal, and personal injury.
(i) Comprehensive Automobile Liability insurance to include all autos
owned, hired, and non-awned.
(2) Workers' Compensation as required by the Labor Code of the State of
California and Employers' Liability insurance.
7.2.2 Minimum Limits of Insurance. Participant shall maintain limits no less
than:
(1) Commercial General Liability: One Million Dollars ($1,000,000)
combined single limit per occurrence for bodily injury, personal injury, and property damage.
(2) Automobile Liability: Five Hundred Thousand Dollars ($500,000)
combined single limit per occurrence for bodily injury and property damage-
(3) All Risk Property: Ninety (90%) percent of the replacement value of the
building(s) on the Property and Participant's improvement and betterment-
(4) Workers' Compensation and Em lovers' Liability: Workers'
Compensation limits as required by the Labor Code of the State of California and Employers'
Liability limits of One Million Dollars ($1,000,000) per accident
7.2.3 Deductibles and Self-Insured Retentions,
The All Risk Property insurance and the Builder's Risk insurance shall each have
a maximum deductible of $10,000. All other deductibles or self-insured retentions must be
declared to and approved in advance by the Agency's Executive Director, who in his/her sole
discretion may require the insurer to reduce or eliminate such deductibles or self-insured
retentions with respect to Agency and City and Agency's and City's respective officers, officials,
members, employees, agents, representatives, and volunteers; or Participant may be required to
procure a bond guaranteeing payment of losses and related investigation, claims administration,
and defense expenses.
72.4 Other Insurance Provisions.
The policies are to contain, or be endorsed to contain, the following provisions.
(1) General and Automobile Liability Coverage. Agency and City and
Agency's and City's respective officers, officials, members employees, agents, representatives,
and volunteers are to be named as additional insureds with respect to liability arising out of the
acts or activities performed by or on behalf of Participant.
IRv R19z25 v3 -17- C - R _
(2) Property Coverage (and Builder's Risk) If Inclusive. Agency shall be
named as a loss payee on the policies and any settlement will accordingly include the Agency on
the draft or check-
(3) Workers' Compensation and Employers' Liability Coverage. The insurer
shall agree to waive all rights of subrogation against the Agency and City and Agency's and
City's respective officers, officials, members, employees, agents, representatives and volunteers,
for losses arising from work performed by Participant for the Agency.
(4) All Coverage.
(i) Participant's insurance coverage shall be primary insurance and
non-contributory with respect to Agency and City and Agency's and City's respective officers,
officials, members, employees, agents, representatives, and volunteers, and with respect to any
insurance Agency and Agency's officers, officials, employees, agents, representatives, and
volunteers may have.
(ii) Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to Agency and City and Agency's and City's respective
officers, officials, members employees, agents, representatives, and volunteers.
(iii) No coverage shall be suspended, voided, cancelled, reduced in
coverage or in limits, or non-renewed, except after thirty (30) days' prior written notice by
personal delivery or certified mail has been given to Agency's Executive Director.
(iv) All insurance with respect to Agency and City and Agency's and
City's officers, officials, members, employees, agents, representatives, and volunteers shall be
"date of occurrence" insurance and not"claims made" insurance.
(v) All insurance shall apply separately to each insured against whom
claims is made or suit is brought, except with respect to the limits of the insurer's liability-
(5) Acceptability of Insurers.
Insurance is to be placed with insurers with a BEST rating of no less than B+
Class X.
The procuring of insurance by Participant shall not be construed as a limitation on
Participant liability or as full performance of Participant's obligation under the Indemnification
Provisions of this Agreement, including as set forth in Section 7.1 herein, and Participant
understands and agrees that, notwithstanding any insurance, Participant's indemnification
obligation, as set forth in Section 7.1 herein, extends to the full and total amount of any damage,
injuries, loss, expense, costs, or liabilities suffered or incurred by Agency or City or Agency's or
City's respective officers, officials, members, employees, agents, representatives, and volunteers.
rRV 0192250 As- Cfa. Am a�
8.0 GENERAL PROVISIONS
8.1 Notices. Demands and Communications Between the Parties.
Formal notices, demands, and communications between Agency and Participant shall be
given either by (i) personal service, (ii) delivery by reputable document delivery service such as
Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing
in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to:
To Agency, Community Redevelopment Agency of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
Attn: Executive Director
With a copy to: Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue, Suite 1050
Irvine, California 92612
Attn- David J. Aleshire, Esq,
To Participant: Millennium housing Corporation
1835 Newport Blvd., Suite D-250
Costa Mesa, CA 92627
Attn: George Turk
Notices personally delivered or delivered by document delivery service shall be deemed
effective upon receipt. Notices mailed in the manner provided above shall be deemed effective
on the second business day following deposit in the United States mail. Such written notices,
demands, and communications shall be sent in the same manner to such other addresses as either
party may from time to time designate by mail.
82 Nonliability of City and A enc Officials and Em to ees7 Conflicts of Interest.
No member, official, employee, or contractor of City or Agency shall be personally liable
to Participant in the event of any default or breach by Agency or for any amount which may
become due to Participant or on any obligations under the terms of the Agreement.
No member, official, employee, or agent of City or Agency shall have any direct or
indirect interest in this Agreement nor participate in any decision relating to this Agreement
which is prohibited by law.
8.3 Enforced Delay: Extension of Times of Performance
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, governmental restrictions or priority, litigation, unusually severe weather,
inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or
IRV#19225 v3 _19 A M_ A 40);�
supplies, acts of the other party, acts or failure to act of City or any other public or governmental
agency or entity (except that any act or failure to act of Agency shall not excuse performance by
Agency) or any other causes beyond the reasonable control or without the fault of the party
claiming an extension of time to perform. Notwithstanding the foregoing, inability to secure
satisfactory financing, tenant commitments, or market and economic conditions shall not entitle
Participant to an extension of time to perform. An extension of time for any such cause shall be
for the period of the enforced delay and shall commence to run from the time of the
commencement of the cause, if notice by the party claiming such extension is sent to the other
party within thirty (30) days of knowledge of the commencement of the cause. In addition, times
of performance under this Agreement may be extended by mutual written agreement by Agency
and Participant.
8A Inspection of Books and Records.
Participant shall have the right at all reasonable times and without interference with the
business or operation of Agency, to inspect the books and records of Agency pertaining to the
Site as pertinent to the purposes of the Agreement. Agency shall retain a copy of this Agreement
in the office of Agency Secretary.
Agency shall have the right at all reasonable times to inspect the books and records of
Participant pertaining to the Site as pertinent to the purposes of this Agreement. Participant shall
maintain its accounting records in San Bernardino County, California. Participant shall maintain
its affordability records in Orange County, California. Agency shall not request inspection of
Participant's books and records more than once in any twelve (12) month period, unless Agency
is required to obtain information in order to comply with reporting or other requirements of law,
including but not limited to verifying the information set forth in Participant's annual report filed
with the Agency pursuant to Health & Safety Code Section 33418 and Section 6023 of this
Agreement.
8,5 Interpretation.
The terns of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply. The Section
headings are for purposes of convenience only, and shall not be construed to limit or extend the
meaning of this Agreement.
8.6 Entire Agreement. Waivers. and Amendments.
Thus Agreement integrates all of the terms and conditions mentioned herein, or incidental
hereto, and supersedes all negotiations or 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 must be in writing and signed by the
appropriate authorities of the party to be charged, and all amendments and modifications hereto
must be in writing and signed by the appropriate authorities of Agency and Participant.
IRV 419225 v3 _20_ Q M ` A
8.7 Consent; Reasonahl_eness.
Except when this Agreement specifically authorizes a party to withhold its approval or
consent in its sole discretion, when either Agency or Participant shall require the consent or
approval of the other party in fulfilling any agreement, covenant, provision, or condition
contained in this Agreement, such consent or approval shall not be unreasonably withheld,
conditioned, or delayed by the party from whom such consent or approval is sought.
8.8 Counterparts.
This Agreement may be executed in counterparts, each of which, after all the parties
hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
8.9 Successors.
This Agreement shall be binding upon and shall inure to the benefit of the permitted
successors of each of the parties hereto.
8.10 Further Assurances.
The parties hereto each agree, without further consideration, to execute such other and
further documents, and to perform such other and further acts, as may be necessary or proper in
order to consummate the transaction set forth in and contemplated by this Agreement.
8,11 Severabilitv.
In the event any section or portion of this Agreement shall be held, found, or determined
to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain
in effect, and the parties hereto shall take further actions as may be reasonably necessary and
available to them to effectuate the intent of the parties as to all provisions set forth in this
Agreement.
(END — SIGNATURE PAGE AND EXIIII3ITS ATTACHED)
IRV 91 P225 Q -2.1-
ATTACHMENT NO. 3
SCOPE OF DEVELOPMENT
Participant shall construct the Rehabilitation Improvements in accordance with the
approvals granted to it by the City and City and include the following:
1. Perimeter Wall. Remove the current perimeter oleander landscape and replace
with a perimeter block wall that shall be constructed in a condition which appears new and clean,
and shall be functional and sturdy sufficient to meet the requirements of all applicable codes,
regulations and City specifications. Replace landscaping as required by current city code.
Repair root damage to sewer system current to removal of oleanders.
2. Electric System. Requires entire replacement of original system over a period of
four (4) to five (5) years.
3. Rehabilitation Improvement List and Cost Estimates. The table provided on the
following page A2-2 sets forth the complete list of improvements, their estimated cost and time
frames for completion,
com la� d:50
Illy a19225 v2 _1_
Calendar
UKMri lion of Work Year 2003 2004 2005 2006 2007 2009 2009 2010 2011 2012 'TOTAL
Removal of Oleander Trees- I8,000 18,000
Perimeter orpuk,
Install block wall amund 135,000
perimeter of park
As halt sInny seal coal 14,250 14,250 28,500
Replacemenlaf elecrical system 77,d50 76,200 -16,200 76,200 76,200 76,200 76,200 76,200 76,200 76,200 763,250
includi ag additional street l ighhag
Preventative maintenance on 12,000 12,000
crosdag electrical system
Palm tree lrimmin;/mamleoance 6,200 7,HO 7,000 7,000 7,000 34,200
(416 trees)
Re it server pipeline deliciencles 12,500 12,000 I2,000 12,000 48,500
Ongoing saver 1S,800 18,000 18,000 18,000 16,000 85,890
maintenancelhydro jet until all
Oleander roots are removed
G� and)�alcr isolation valve 2,000 2,500 2,500 1 2,500 2,500 12,000
mainlenanix
Main ualer backffow mammenance 4,800 4,500
Re lace clubhouse appliances 5,000 5,000
Pool deckavarklpool plaster 26,500 26,500
remediauum
Poo[equipment relocation 10,000 10,000
Repainting Repaintlag all building mmeriors 8,500 8,500
Repa[nfiag all buildin a muffs 10,750 10,750
Restain wxd Ilooring,replace 15,000 15,000
ca '(In (clubhouse)
Replan;old single glaze rwndo)vs f 20,000 20,000
in clubhouselafflce
Ornamental iron painting 2,000 2,000
mainlenanco(clubbouse)
$303,950 $176,950 $115,700 $106,200 $111,500 590,450 495,700 $76,200 $85,700 $90,450 51,242,800
IRV Nt 922512 _2-
A
r
r
ATTACHMENT NO. 4
SCHEDULE OF PERFORMANCE
Item of Performance Time for Performance
1. Participant executes and delivers to Concurrent with execution of this Agreement.
Agency Agreement and Agreement
Containing Covenants, Agency Note and
Agency Deed of Trust. (§§ 6.1 and 6A)
2. participant submits evidence of Concurrent with Bond Financing Closing and
ownership status to Agency's Executive the Effective Date.
Director. (§ 3.1)
3. Participant submits required evidence of Within thirty (30) days of the Effective Date of
insurance to Agency's Executive this Agreement.
Director. (§ 3.8)
4. Participant completes removal of Within one (1) year of the Effective Date of
Oleander trees; sewer rehabilitation and this Agreement.
construction of new perimeter block wall
with landscaping. (§ `)
5. participant submits a monitoring system Within thirty (30) days of the Effective Date of
plan for compliance with affordability this Agreement.
requirements. (§ 6 2.1)
6. Participant completes electric system Within three (3) years of the Effective Date of
replacement throughout entire Site. (§ _ this Agreement.
7. Participant completes all of the Within four (4) years of the Effective Date of
Rehabilitation Improvements listed in the this Agreement.
Scope of Development. (§§ )
It is understood that the foregoing Schedule is subject to all of the terms and conditions of
the text of the Agreement. The summary of items of performance in this Schedule is not
intended to supersede or modify any more complete description in the text. In the event of any
conflict between this Schedule and the text of the Agreement, the text shall govern. The times
for performance set forth in the Schedule may be extended due to "force majeure" events and in
addition Agency's Executive Director may approve extensions of time not to exceed a
cumulative total of one hundred eighty (180) days.
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ATTACHMENT NO. 5
SAITARA OWNER PARTICLPATION AGREEMENT
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO.
THE COMMUNITY REDEVELOPMENT
AGENCY OF TFM CITY OF PALM SPRINGS
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn, Executive Director
(Space Above This Line for Recorder's Office use Only)
AGREEMENT CONTANING COVENANTS
THIS AGREEMENT CONTAINING COVENANTS ("Agreement") is made and entered
into this _ day of , by and between THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate
and politic ("Agency"), and MILLENNIUM HOUSING CORPORATION, a California
nonprofit corporation ("Owner").
RECITALS :
A. Pursuant to a Owner Participation Agreement between and among Agency and
Owner dated 2002 (the "OPA"), Agency has provided to Owner financial
assistance in the amount of FOUR HUNDRED THOUSAND DOLLARS ($400,000)
(collectively the "Agency Assistance"), all for the purpose of assisting Owner in the
rehabilitation of real property to operate and maintain a mobilehome project thereon for very
low, lower income and restricted rental households on that certain real property located in the
City of Palm Springs, County of Riverside, State of California, more particularly described in
Exhibit "AN' attached hereto and incorporated herein by reference.
B. Pursuant to the OPA, Owner has agreed to operate and maintain a mobile home
project consisting of two hundred fifty-four (254) residential units (the "Project") on the Site.
The Project is also referred to in the OPA as the"Project."
C. The Agency and the City have fee or easement interests in various streets,
sidewalks and other property within the City and are responsible for the planning and
development of land within the City in such a manner so as to provide for the health, safety and
welfare of the residents of the City. That portion of the Agency's and City's interest in real
property most directly affected by this Agreement is depicted in Exhibit "B" attached hereto and
incorporated herein by reference ("Public Parcel"),
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D, Agency, City, and Owner 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
housing project available for rental by very low, lower income and otherwise rental restricted
persons for the term of this Agreement.
E. It is the intent of the parties that the title vested in Owner by the Grant Deed for
the Site dated ("Grant Deed"), recorded concurrently herewith in Office of the
County Recorder for the County of Riverside be subject to this Agreement Containing
Covenants, and that the terms hereof shall be binding on the Owner and its successors in interest
in the Site for so long as the Agreement Containing Covenants shall remain in effect.
AGREEMENT :
NOW, TBERREFORE, the Owner, City, 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 finrtherance of a common plan for the sale of the Site, and are established
expressly and exclusively for the use and benefit of the Agency, the citizens of the City of Palm
Springs, and every person renting a dwelling unit on the Site,
A. DEFINITIONS.
L Affordable Lower Income Rent. As used in this Agreement, the term
"Affordable Lower Income Rent" shall mean annual rentals whose amount does not
exceed the maximum percentage of income that can be devoted to rent as set forth by
Health & Safety Code Section 50053, or its successor, which is currently thirty percent
(30%) of seventy percent (70%) of the Riverside County Median Income adjusted for the
family size appropriate for the Unit.
2. Affordable Rent. As used in this Agreement, the term "Affordable Rent"
shall refer to collectively Affordable Very Low Income Rent and Affordable Low Income
Rent.
3, Affordable Very Low Income Rent. As used in this Agreement, the term
"Affordable Very Low Income Rent" shall mean annual rentals whose amount does not
exceed the maximum percentage of income that can be devoted to rent as set forth by
Health & Safety Code Section 50053, or its successor, which is currently thirty percent
(30%) of fifty percent (50%) of the Riverside County Median Income adjusted for the
family size appropriate for the Unit.
4. Eligible Tenant. As used in this Agreement, the term "Eligible Tenant"
shall refer to a Very Low Income Tenant or a Low Income Tenant.
5. Riverside County Median Income, For purposes of this Agreement, the
"Riverside County Median Income" shall be determined by reference to the regulations
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published by the California Department of Housing and Community Development
pursuant to Health and Safety Code Section 50093, or its successor.
6, Low Income Tenant. As used in this Agreement, the term ".Low Income
Tenant" shall mean those tenants whose household income does not exceed eighty
percent (80%) of the Riverside County Median Income,
7. Proiect Manager. As used in this Agreement, the term "Project Manager"
shall refer to that entity, to be designated by Owner and approved by Agency, who shall
be responsible for operating and maintaining the Project in accordance with the terms of
this Agreement. Prior to Agency's approval, Owner shall act as Project Manager.
S. Resident Manager, As used in this Agreement, the term "Resident
Manager" shall refer to that individual (or those individuals) who may reside in the
Project and who are responsible for day-to-day management of the Project.
9. Restricted Unit. As used in this Agreement, the term "Restricted Unit"
shall refer to any of the spaces occupied by Eligible Tenants or the Resident Manager(s),
10, Unit. As used in this Agreement, the term "Unit" shall refer to any of the
two hundred fifty-four(254) residential spaces in the Project.
11. Very Low Income Tenant, As used in this Agreement, the term "Very
Low Income Tenant" shall mean those tenants whose income does not exceed fifty
percent (50%) of the Riverside County Median Income.
13, RESIDENTIAL RENTAL PROPERTY. The Owner hereby agrees that the
Project is to be owned, managed, and operated as a project for very low and low income
residential rental purposes for a term equal to fifty-five (55) years, commencing upon the date of
the recordation of the transfer to Owner of the Site in accordance with the OPA (the "Term").
To that end, and for the term of this Agreement, the Owner hereby represents, covenants,
warrants and agrees as follows:
1. Purpose. The project is being acquired for the purpose of providing very
low, lower income and otherwise restricted rental housing and the Owner shall own,
manage, and operate the Project as a project to provide very low and low income rental
housing comprised of mobilehome facilities, together with any functionally related and
subordinate facilities.
2. Residential Use. None of the Units in the Project will at any time be
utilized on a transient basis or used as a hotel, motel, dormitory, fraternity house, sorority
house, rooming house, nursing home, hospital, sanitarium, or trailer court or park without
the Agency's prior consent which consent may be given or withheld in its sole and
absolute discretion.
3. Conversion of Proiect. No part of the Project will at any time be owned
by a cooperative housing corporation, nor shall the Owner take any steps in connection
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with the conversion to such ownership or uses to condominiums, or to any other form of
ownership, without the prior written approval of Agency which approval may be given or
withheld in its sole and absolute discretion.
4, Preference to Eligible Tenants. All of the Units will be available for rental
in accordance with the terms of this Agreement, and the Owner shall not give preference
to any particular class or group in renting the Units in the Project, except to the extent
that the Units are required to be leased or rented to Eligible Tenants and except as
provided in Section C.6 below.
5. Liability of Owner. Owner and Resident Manager shall not incur any
liability under this Agreement as a result of fraud or intentional misrepresentation by a
tenant.
C. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Owner hereby
represents, warrants, and covenants as follows:
1. Occupancy. Except as expressly provided herein, throughout the term of
this Agreement the occupancy of all of the Restricted Units in the Project (excluding the
Resident Manager Units) shall be restricted to Eligible Tenants and qualified members of
the Eligible Tenant's household.
2 ExRiration of Occupancy and Rent Restrictions. The Restricted Units
shall be subject to the restrictions contained in this Section C for the Term of this
Agreement. All tenants residing in the Restricted Units during the final two (2) years of
the Term shall be given notice of the expiration of the Term at least once every six (6)
months during the final two years. Amer the expiration of the Term, the rents payable on
the Restricted Units may be raised to market rates.
3. Rental Rates. Owner hereby agrees to rent those Restricted Units
occupied by Low Income Tenants (25% of total) at no greater than Afrordable Lower
Income Rent, and to rent those Restricted Units occupied by Very Low Income Tenants
(25% of total ) at no greater than Very Low Income Rent. In addition, all other units
shall be rented at no greater amount than allowed by the formula shown as Exhibit "B" to
this Agreement Containing Covenants which is based on the City's rent control
ordinance, Said formula shall remain applicable to this Project notwithstanding any
future amendments or applicability of the City's rent control ordinance.
4. Occupancy By Eligible Tenant. A Restricted Unit occupied by an Eligible
Tenant shall be treated as occupied by an Eligible Tenant until a recertification of such
tenant's income in accordance with Section C.8 below demonstrates that such tenant no
longer qualifies as an Eligible Tenant.
5. Income Computation Certificate. Immediately prior to an Eligible
Tenant's occupancy of a Restricted Unit, Owner shall obtain and maintain on file an
Income Computation and Certification form from each such Eligible Tenant dated
immediately prior to the date of initial occupancy in the Project by such Eligible Tenant.
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In addition, the Owner will provide such further information as may be required in the
future by the Agency, Owner shall use its best efforts to verify that the income provided
by an applicant is accurate by taking the following steps as a part of the verification
process: (i) obtain three (3) pay stubs for the most recent pay periods; (ii) obtain a
written verification of income and employment from applicant's current employer; (iii)
obtain an income verification form from the Social Security Administration and/or
California Department of Social Services if the applicant receives assistance from either
agency; (iv) if an applicant is unemployed or did not file a tax return for the previous
calendar year, obtain other verification of such applicant's income as is satisfactory to the
Agency' or (v) such other information as may be reasonably requested by the Agency. A
copy of each such Income Computation and Certification shall be made available to
Agency at Agency's request.
6. Rental Prioritv. During the term of this Agreement, Owner shall use its
best efforts to lease vacant Restricted Units reserved for Eligible Tenants in the following
order of priority: (i) displaced persons entitled to a preference pursuant to California
Health and Safety Code Section 33411.3 or successor statute, with highest priority in this
category to residents of Palm Springs; (ii) residents of the City of Palm Springs; and (iii)
other persons meeting the eligibility requirements of this Agreement. Owner shall and
Agency may maintain a list (the "Dousing List") of persons who have filed a complete
application with Owner to rent a Restricted Unit in the Project and who have incomes
which would qualify them as an Eligible Tenant, and Owner shall offer to rent Restricted
Units on the above-referenced priority basis. Should multiple tenants be equally eligible
and qualified to rent a Restricted Unit, Owner shall rent available Restricted Units to
Eligible Tenants on a first-come, first-served basis.
7. Renting Vacant Units. If total number of Restricted Units fall below the
requirement, Owner shall rent the next available vacant space to an Eligible Tenant in
accordance with the order of priority set forth in Section C.6,
8. Income Recertification, On the anniversary date of the issuance of the
Bonds and on each anniversary date thereafter, Owner shall recertify the income of such
Eligible Tenant by obtaining a completed Income Computation and Certification based
upon the current income of each occupant of the Restricted Unit. In the event the
recertification demonstrates that such household's income exceeds the income at which
such household would qualify as an Eligible Tenant, such household will no longer
qualify as an Eligible Tenant. Owner shall provide the Agency with the Occupancy
Summary with the next submission of Certificate of Continuing Program Compliance
pursuant to Section C.10.
9. Certificate of Continuing Program Compliance, By January 31 of each
year, or at any time upon the written request of Agency, Owner shall advise the Agency
of the occupancy of the Project by delivering a Certificate of Continuing Program
Compliance in the form attached hereto as Exhibit "C," certifying: (i) the number of
Restricted Units of the Project which were occupied or deemed occupied pursuant to
Section C.1 by an Eligible Tenant during such period, and (ii) to the knowledge of Owner
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either (a) no unremedied default has occurred under this Agreement, (b) a default has
occurred, in which event the Certificate shall describe the nature of the default and set
forth the measures being taken by the Owner to remedy such default.
10. Maintenance of Records. Owner shall maintain complete and accurate
records pertaining to the Units, and shall permit any duly authorized representative of the
Agency to inspect the books and records of Owner pertaining to the Project including, but
not limited to, those records pertaining to the occupancy of the Units.
11. Reliance on Tenant Representations. Each lease shall contain a provision
to the effect that Owner 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.
12. Conflicts. The leasing preference provision set forth in Section C.6 shall
apply only in the event, and to the extent, such provisions are not in conflict with Internal
Revenue Code provisions or IRS regulations or mobilehome residency law or other CRL
requirements.
13. Agencv Remedv For Excessive Rent Charge.
a. It shall constitute a default for Owner to charge or accept for a
Restricted Unit rent amounts in excess of the amount provided for in Section C.3
of this Agreement. In the event that Owner charges or receives such higher rental
amounts, in addition to any other remedy Agency shall have for such default,
Owner shall be required to pay to Agency the entire amount of rent received in
excess of the amount permitted pursuant to this Agreement.
b. If the number of Restricted Units falls below the requirement,
Owner shall tent the next available vacant space to an Eligible Tenant. It shall
constitute a default for Owner to rent any vacant space to a tenant who is not an
Eligible Tenant if the covenanted number of spaces is not rented to Eligible
Tenants. In the event Owner rents a vacant space to an ineligible tenant, in
addition to any other equitable remedy Agency shall have for such default,
Owner, for each separate violation shall be required to pay to Agency an amount
equal to (i) two times the greater of(A) the total rent Owner received from such
ineligible tenant, or (B) the total rent Owner was entitled to receive for renting
that Restricted Unit, plus (ii) any relocation expenses incurred by Agency or City
as a result of Owner having rented to such ineligible person.
c. It shall constitute a default for Owner to rent any of the spaces to
new tenants that are not Eligible if the percentage requirements will be not met by
such rental, Restricted Units in violation of the leasing preference requirements
of Sections C.6 of this Agreement. In the event Owner rents a Restricted Unit in
violation of the leasing preference requirements, in addition to any other equitable
remedy Agency shall have for such default, Owner, for each separate violation
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shall be required to pay Agency an amount equal to two (2) months of rental
charges for the Restricted Unit with the highest rent. The terms of this Section
C 14 shall not apply if Owner rents to an ineligible person as a result of such
person's fraud or misrepresentation.
THE PARTIES HERETO AGREE THAT THE AMOUNTS SET FORTH IN
SUBPARAGRAPHS (a) THROUGH (c) OF THIS SECTION C.14 (THE "DAMAGE
AMOUNTS") CONSTITUTE A REASONABLE APPROXIMATION OF THE ACTUAL
DAMAGES THAT AGENCY WOULD SUFFER DUE TO THE DEFAULTS BY OWNER
SET FORTH IN SUBPARAGRAPHS (a) THROUGH (c), CONSIDERING ALL OF THE
CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT,
INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE OF
HARM TO AGENCY AND ACCOMPLISHMENT OF AGENCY'S PURPOSE OF
ASSISTING IN THE PROVISION OF AFFORDABLE HOUSING TO ELIGIBLE TENANTS
THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT
PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE
AMOUNTS SET FORTH IN THIS SECTION C.14 SMALL BE THE SOLE MONETARY
DAMAGES REMEDY FOR THE DEFAULTS SET FORTH IN THIS SECTION C.14, BUT
NOTFIING IN THIS SECTION C.14 SHALL BE INTERPRETED TO LIMIT AGENCY'S
REMEDY FOR SUCK DEFAULT TO SUCH A DAMAGES REMEDY. IN PLACING ITS
INITIAL AT THE PLACES PROVIDED HEREINBELOW, EACH PARTY SPECIFICALLY
CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT
THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL WHO HAS EXPLAINED
THE CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO
THE TIME EACH EXECUTED THIS AGREEMENT.
OWNER'S INITIALS: AGENCY'S INITIALS.-
D. MAINTENANCE.
1. Maintenance Obligation. Owner, for itself and its successors and assigns,
hereby covenants and agrees to maintain and repair or cause to be maintained and
repaired the Site and all related on-site improvements and landscaping thereon, including,
without limitation, buildings, parking areas, lighting, signs and walls in good condition
and repair, free of rubbish, debris and other hazards to persons using the same, and in
accordance with all applicable laws, rules, ordinances and regulations of all federal, state,
and local bodies and agencies having jurisdiction, at Owner's sole cost and expense.
Such maintenance and repair shall include, but not be limited to, the following: (i)
sweeping and trash removal; (ii) the care and replacement of all shrubbery, plantings, and
other landscaping in a healthy condition, and (iii) the repair, replacement and restriping
of asphalt or concrete paving using the same type of material originally installed, to the
end that such pavings at all times be kept in a level and smooth condition. In addition,
Owner shall be required to maintain the Property in such a manner as to avoid the
reasonable determination of a duly authorized official of the City that a public nuisance
has been created by the absence of adequate maintenance such as to be detrimental to the
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public health, safety or general welfare or that such a condition of deterioration or
disrepair causes appreciable harm or is materially detrimental to property or
improvements within one thousand (1,000) feet of such portion of the Site.
2. Parking and Driveways. The driveways and traffic aisles on the Site shall
be kept clear and unobstructed at all times. No vehicles or other obstruction shall project
into any of such driveways or traffic aisles. Vehicles associated with the operation of the
Site, including delivery vehicles, vehicles of employees and vehicles of persons with
business on the Site shall park solely on the Site.
3. Right of Entry. In the event Owner 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 Owner, declare the unperformed
maintenance to constitute a public nuisance. Thereafter, either Agency or City, their
employees, contractors or agents, may cure Owner's default by entering upon the Site
and performing the necessary landscaping and/or maintenance. The Agency or City shall
give Owner, 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 Agreement Containing Covenants. Owner shall
pay such costs as are reasonably incurred by Agency or City for such maintenance,
including attorneys' fees and costs.
4. Lien. If such costs are not reimbursed within thirty (30) days after
Owners' receipt of notice thereof, the same shall be deemed delinquent, and the amount
thereof shall bear interest thereafter at a rate of the lower of ten percent (10%) per annum
or the legal maximum until paid Any and all delinquent amounts, together with said
interest, costs and reasonable attorney's fees, shall be an obligation of Owner as well as a
lien and charge, with power of sale, upon the property interests of Owner, and the rents,
issues and profits of such property. City and/or Agency may bring an action at law
against Owner obligated to pay any such sums or foreclose the lien against Owner'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 seq., 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 Site approved by Agency pursuant to the OPA, 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,
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assessed hereunder to the purchaser at the foreclosure sale, as owner of the subject Site
after the date of such foreclosure sale, shall become a lien upon such Site upon
recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided.
E. MANAGEMENT-
1 Approval of Project Manager; Designation of Resident Manager. Subject
to the terms and conditions contained hereinbelow, Owner shall at all times during the
operation of the Project pursuant to this Agreement retain an entity to perform the
management and/or supervisory functions ("Project Manager") with respect to the
operation of the Project including day-to-day administration, maintenance and repair.
Owner shall, before execution or any subsequent amendment or replacement thereof,
submit and obtain Agency's written approval of a management contract ("Management
Contract") entered into between Owner and a Project Manager acceptable to Agency.
Subject to any regulatory or licensing requirements of any other applicable governmental
agency, the Management Contract may be for a term of up to fifteen (15) years and may
be renewed for successive terms in accordance with its terms, but may not be amended or
modified without the written consent of Agency. The Management Contract shall also
provide that the Project Manager shall be subject to termination for failure to meet project
maintenance and operational standards set forth herein or in other agreements between
Owner and Agency. Owner shall promptly terminate any Project Manager which
commits or allows such failure, unless the failure is cured within a reasonable period in
no event exceeding 60 days from Project Manager's receipt of notice of the failure from
Owner or Agency. Owner's obligation to retain a Project Manager shall remain in force
and effect for the same duration as the use covenants set forth in Section B of this
Agreement. Notwithstanding anything to the contrary in this Section, the Project may be
self-managed by Owner with the prior approval of the Agency Executive Director. Any
change in the Project Manager shall be approved, in writing, by the Executive Director,
which approval shall not be unreasonably withheld.
In addition to the Project Manager, one or two Resident Manager(s) shall be
designated as necessary by Owner or Project Manager, with written notice to Agency of
the Resident Managers' names, addresses and telephone numbers.
2. Serious Mjsmanagement. In the event of "Serious Mismanagement" (as
that term is defined below) of the Project, Agency shall have the authority to require that
such Serious Mismanagement cease immediately, and further to require the immediate
replacement of the Project Manager or Resident Managers. For purposes of this
Agreement the term "Serious Mismanagement" shall mean management of the Project in
a manner which violates the terms and/or intent of this Agreement and/or the
Management Contract to operate an affordable housing project of the highest standard,
and shall include, but is not limited to, the following.
a, Knowingly leasing to ineligible tenants or tenants whose income
exceeds the prescribed levels when the required number of Restricted Units have
not been met.
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b. Failing to timely maintain the Project and the Site in the manner
required by this Agreement (including applicable cure periods);
c. Failing to timely submit the reports as required by this Agreement
or failing to submit materially complete reports (including applicable cure
periods);
d. Fraud in connection with any document or representation relating
to this Agreement or embezzlement of Project monies; and
e. Failing to fully cooperate with the City's Police Department in
maintaining a crime-free environment on the Site.
G. COMPLIANCE WITH LAWS.
1. State and Local Laws. Owner shall comply with all ordinances,
regulations and standards of the City and Agency applicable to the Site. Owner shall
comply with all toles and regulations of any assessment district of the City with
jurisdiction over the Site.
2. Lease Approval, Agency shall have the right but is not required to
approve any lease forms, revisions, amendments or modification made to same, used by
the Project Manager or Resident Managers for leasing Units within the Site.
H. INSURANCE.
1. Duty to Procure Insurance. Owner covenants and agrees for itself, and its
assigns and successors-in-interest in the Site that from completion of the rehabilitation of
the Project, and continuing thereafter until the expiration of the Term of this Agreement,
Owner or such successors and assigns shall procure and keep in full force and effect or
cause to be procured and kept in full force and effect for the mutual benefit of Owner and
Agency, and shall provide Agency evidence reasonably acceptable to Executive Director,
insurance policies meeting the minimum requirements set forth below:
a. Commercial General Liability insurance with respect to the Site
and the operations of or on behalf of Owner, in an amount not less than Two
Million Dollars ($2,000,000) per occurrence combined single limit including
products, completed operations, contractual, bodily injury, personal injury, death
and property damage liability per occurrence, subject to such increases in amount
as Agency may reasonably require from time to time. The insurance to be
provided by Owner may provide for a deductible or self-insured retention of not
more than Ten Thousand Dollars ($10,000), with such maximum amount to
increase at the same rate as the periodic increases in the minimum amount of total
insurance coverage set forth above.
b. With respect to the improvements and any fixtures and furnishings
to be owned by Owner on the Site, All Risk Property insurance against fire,
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extended coverage, vandalism, and malicious mischief, and such other additional
perils, hazards, and risks as now are or may be included in the standard "all risk"
form in general use in Riverside County, California, with the standard form fire
insurance coverage in an amount equal to full actual replacement cost thereof, as
the same may change from time to time. The above insurance policy or policies
shall include coverage for earthquake to the extent generally and commercially
available at commercially reasonable rates, as determined by Owner. Agency
shall be a loss payee under such policy or policies and such insurance shall
contain a replacement cost endorsement.
c. All policies of insurance required to be carried by Owner shall be
written by responsible and solvent insurance companies licensed in the State of
California and having a policy-holder's rating of A or better, in the most recent
addition of"Best's Key Rating Guide -- Property and Casualty." A copy of each
paid-up policy evidencing such insurance (appropriately authenticated by the
insurer) or a certificate of the insurer, certifying that such policy has been issued,
providing the coverage required herein, and containing the provisions specified
herein, shall be delivered to Agency prior to its issuance of the Release of
Construction Covenants for the Project and thereafter, upon renewals, not less
than thirty (30) days prior to the expiration of coverage. Agency may, at any
time, and from time to time, inspect and/or copy any and all insurance policies
required to be procured by Owner hereunder. In no event shall the limits of any
policy be considered as limiting the liability of Owner hereunder.
d. Each insurance policy required to be carried by Owner pursuant to
this Agreement shall contain the following endorsements, provisions or clauses:
(1) The insurer will not cancel or materially alter the coverage
provided by such policy in a manner adverse to the interest of the insured
without first giving Agency a minimum of thirty (30) days prior written
notice by certified mail, return receipt requested, and
(2) A waiver by the insurer of any right to subrogation against
Agency, its agents, employees, or representatives, which arises or might
arise by reason of any payment under such policy or policies or by reason
of any act or omission of Agency, its agents, officers, members, officials,
employees, or representatives.
(3) The City, Agency, their respective agents, officers,
members, officials, employees, volunteers, and representatives shall be
named insureds on the Commercial General Liability policies.
(4) The City and Agency shall be loss payees on the All Risk
Property insurance policies.
IRV 419225 V2 ATTACT-TNENT?,To, 5
TO AGE£EMEW CONTAINING COWNANT5 TO
SAHARACPA
PAGE I I of 26
(5) Coverage provided by these policies shall be primary and
non-contributory to any insurance carried by the City, Agency, their
officers, officials, employees, volunteers, agents, or representatives.
(6) Failure to comply with reporting provisions shall not affect
coverage provided to City, Agency, their officers, employees, volunteers,
agents, or representatives.
e. Agency's Executive Director may require an increase in the
minimum limits of the insurance policies required by this Section as such
increases are reasonably determined necessary to provide for changes in cost of
living, liability exposure, the market for insurance, or the use of the Site. Such
increases in insurance coverage shall be effective upon receipt of written notice
from the Executive Director, provided that Owner shall have the right to appeal a
determination of increased coverage by the Executive Director to the Agency
Board of Directors within 30 days of receipt of notice from the Executive
Director,
2. Failure to Procure Insurance. If Owner fails to procure and maintain the
above-required insurance despite its availability, then Agency, in addition to any other
remedy which Agency may have hereunder for Owner's failure to procure, maintain,
and/or pay for the insurance required herein, may (but without any obligation to do so) at
any time or from time to time, after thirty (30) days written notice to Owner, procure such
insurance and pay the premiums therefor, in which event Owner shall innnediately repay
Agency all sums so paid by Agency together with interest thereon at the maximum legal
rate.
I. OBLIGATION TO REPAIR,
I. Obligation to Repair and Restore Dama,-e Due to Casualty Covered by
Insurance. Subject to Section 1.3 below, if the Project shall be totally or partially
destroyed or rendered wholly or partly uninhabitable by fire or other casualty required to
be insured against by Owner, Owner shall promptly proceed to obtain insurance proceeds
and take all steps necessary to begin reconstruction and, immediately upon receipt of
insurance proceeds, to promptly and diligently commence the repair or replacement of
the Project to substantially the same condition as the Project is required to be maintained
in pursuant to this Agreement, whether or not the insurance proceeds are sufficient to
cover the actual cost of repair, replacement, or restoration, and Owner shall complete the
same as soon as possible thereafter so that the Project can continue to be operated and
occupied as an affordable housing project in accordance with this Agreement. Subject to
extensions of time for "force majeure" events described in the OPA, in no event shall the
repair, replacement, or restoration period exceed one (1) year from the date Owner
obtains insurance proceeds unless Agency's Executive Director, in his or her sole and
absolute discretion, approves a longer period of time. Agency shall cooperate with
Owner, at no expense to Agency, in obtaining any govermnental permits required for the
repair, replacement, or restoration. If, however, the then-existing laws of any other
1RV 019225 v2 ATTACBW-NT No.5
TO AGRHHMENTCOM'AININCCOV ANI 11)
SA
PAGE 12 �� f
� r
governmental agencies with jurisdiction over the Property do not permit the repair,
replacement, or restoration, Owner may elect not to repair, replace, or restore the Project
by giving notice to Agency (in which event Owner shall be entitled to all insurance
proceeds but Owner shall be required to remove all debris from the Site) or Owner may
reconstruct such other improvements on the Site as are consistent with applicable land
use regulations and approved by the City, Agency, and the other governmental agency or
agencies with jurisdiction.
If Owner fails to obtain insurance as required by the OPA or this Agreement (and
Agency has not procured such insurance and charged Owner for the cost), Owner shall be
obligated to reconstruct and repair any partial or total damage to the Project and
improvements located on the site in accordance with this Section L 1.
2, Continued Operations. During any period of repair, Owner shall continue,
or cause the continuation of the operation of the Project to the extent reasonably
practicable from the standpoint of prudent business management.
3. Damage or Destruction Due to Cause Not Required to be Covered by
Insurance. If the improvements comprising the Project are completely destroyed or
substantially damaged by a casualty for which Owner is not required to (and has not)
insure against, then Owner shall not be required to repair, replace, or restore such
improvements and may elect not to do so by providing Agency with written notice of
election not to repair, replace, or restore within ninety (90) days after such substantial
damage or destruction. In such event, Owner shall remove all debris from the Property.
As used in this Section L3, "substantial damage" caused by a casualty not required to be
(and not) covered by insurance shall mean damage or destruction which is [ten] percent
[(10%)] or more of the replacement cost of the improvements comprising the Project. In
the event Owner does not timely elect not to repair, replace, or restore the improvements
as set forth in the first sentence of this Section 13, Owner shall be conclusively deemed
to have waived its right not to repair, replace, or restore the improvements and thereafter
Owner shall promptly commence and complete the repair, replacement, or restoration of
the damaged or destroyed improvements in accordance with Section 1.1 above and
continue operation of the project during the period of repair (if practicable) in accordance
with Section 1.2 above.
I. LIMITATION ON TRANSFERS.
The Owner covenants that Owner shall not transfer the Site or any of its interests therein
except as provided in this Section.
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 person or
entity constituting Owner or its general partners, taking all transfers into account on a
IRV ft19225 v2 ATTACHMENT No.5
M AGREEM=, CONTAMMG COVENANn TO
SAHAW^^'
cumulative basis, except transfers of such ownership or control interest between members
of the same immediate family, or transfers to a trust, testamentary or otherwise, in which
the beneficiaries are limited to members of the transferor's immediate family, or among
the entities constituting Owner or its general partners or their respective shareholders. In
the event any entity constituting Owner, its successor or the constituent partners of
Owner or any successor of Owner, is a corporation or trust, such transfer shall refer to the
transfer of the issued and outstanding capital stock of such corporation, of beneficial
interests of such trust; in the event that any entity constituting Owner, its successor or the
constituent partners of Owner or any successor of Owner is a limited or general
partnership, such transfer shall refer to the transfer of more than twenty-five percent
(25%) of such limited or general partnership interest; in the event that any entity
constituting Owner, its successor or the constituent partners of Owner or any successor of
Owner 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, Agency Approval of Transfer Required. Owner shall not Transfer the Site
or any of Owner'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 Owner of its interest in the Site, Agency shall consider
factors such as (i) whether the completion of the Project is jeopardized; (ii) the financial
credit, strength, and capability of the proposed transferee to perform 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 Owner 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
Agreement Containing Covenants. In addition, no attempted transfer of any of Owner'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.
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, but Owner shall notify Agency in advance of any such
mortgage, deed of trust, 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
IRV 419225 v2 A'r fACIBO;NT No. 5
TO AGMEME•NT CONTAMWG COVENANTS TO
SANARA
�` Ap-
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 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.
(c) After recordation of the Release of Construction Covenants, 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.
(d) The granting of easements to any appropriate governmental agency
or utility to facilitate the development of the Site-
(e) A sale or transfer resulting from or in connection with a
reorganization as contemplated by the provisions of the Internal Revenue Code of
1986, as amended or otherwise, in which the ownership interests of a corporation
are assigned directly or by operation of law to a person or persons, firm or
corporation which acquires the control of the voting capital stock of such
corporation or all or substantially all of the assets of such corporation.
( A transfer of forty-nine percent (49%) 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%).
(g) A change in the respective percentage ownership interests
exclusively of the present owners of Owner (as of the date of this Agreement), but
this shall not authorize the transfer of any interest to any person or entity who is
not a present owner of Owner.
(h) A sale or transfer to a Qualified Tax Credit Investor.
K. ENFORCEMENT. In the event Owner defaults in the performance or observance
of any covenant, agreement or obligation of Owner pursuant to this 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,
Owner has failed to commence to cure such default within said thirty (30) days and thereafter
fails to 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:
IRV k19225 v2 ATTACk1MENTNo.5
MAGup,,MEgr CDNT NMG COWNAWSM
5AH OPA
0ncr:75 oF2 '
L By mandamus or other suit, action or proceeding at law or in equity,
require Owner to perform its obligations and covenants hereunder or enjoin any acts or
things which may be unlawful or in violation of this Agreement; or
2. Take such other action at law or in equity as may appear necessary or
desirable to enforce the obligations, covenants and agreements of Owner hereunder; or
3, Enter the Site and cure the Event of Default as provided in Section E
hereof.
4. Impose, through Agency's Executive Director, an administrative fine for
each day the violation continues. The amount of the fine shall be Twenty-Five dollars
($25.00) per day, unless the violation is deemed a major violation, in which case the fine
shall be Seventy-Five dollars ($75.00) per day. The amounts of the foregoing fines shall
be automatically increased by Five Dollars ($5.00) every five (5) years during the Term
of this Agreement. A "major" violation shall be one which affects adjacent property or
the health and safety of persons. Owner may appeal the assessment of any fine to the
City Council who may reverse, modify or uphold the decision of the Executive Director.
In making this decision, the City Council shall determine whether the violation exists and
whether the amount of the fine is appropriate under the circumstances.
Except as otherwise expressly stated in this Agreement, the rights and remedies of
the parties are cumulative, and the exercise by any party of one or more of its rights or
remedies shall not preclude the exercise by it, at the same or different rirnes, of any other
rights or remedies for the same default or any other default by another party.
L. NONDISCRDAINATION. There shall be no discrimination against or
segregation of any person, or group of persons, on account of race, color, creed, religion, sex,
marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Site, or any part thereof, nor shall Owner, 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 Site, or any part thereof(except as permitted by
this Agreement).
M. COVENANTS TO RUN WITH THE LAND. Owner hereby subjects the Site to
the covenants, reservations, and restrictions set forth in this Agreement. Agency and Owner
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 Owner's
successors in title to the Site; provided, however, that on the termination of this Agreement said
covenants, reservations and restrictions shall expire. 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 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
IRV t719225 v2 A'iTACT•INJENT No. 5
/y TO AGREEMENTCONTMNMG COVENANTS TO
PAGE 11
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 Owner hereby declare their understanding and intent that the burden of the
covenants set forth herein touch and concern the land in that Owner's legal interest in the Site is
rendered less valuable thereby. Agency and Owner 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 Eligible Tenants, the intended beneficiaries of
such covenants, reservations, and restrictions, and by furthering the public purposes for which
the Agency was formed.
Owner, in exchange for the Agency entering into the OPA, hereby agrees to hold,
sell, and convey the Site subject to the terms of this Agreement. Owner also grants to the
Agency and the City the right and power to enforce the terms of this Agreement against the
Owner and all persons having any right, title or interest in the Site or any part thereof, their heirs,
successive owners and assigns.
N. INDEMNTTCATION. Owner agrees for itself and its successors and assigns to
indemnify, defend, and hold harmless Agency, City, and their respective officers, members,
officials, employees, agents, volunteers, and representatives from and against any loss, liability,
claim, or judgment relating in any manner to the Project excepting only any such loss, liability,
claim, or judgment arising out of the intentional wrongdoing or gross negligence of Agency,
City, or their respective officers, officials, employees, members, agents, volunteers, or
representatives. Owner, while in possession of the Site, and each successor or assign of Owner
while in possession of the Site, shall remain fully obligated for the payment of property taxes and
assessments in connection with the Site. The foregoing indemnification, defense, and hold
harmless agreement shall only be applicable to and binding upon the party then owning the Site
or applicable portion thereof.
0. ATTORNEYS' FEES. In the event that a party to this Agreement brings an
action against the other party hereto by reason of the breach of any condition, covenant,
representation Or warranty in this Agreement, or otherwise arising out of this Agreement, the
prevailing party in such action shall be entitled to recover from the other reasonable expert
witness fees, and its atorney's fees and costs. Attorney's fees shall include atorney's fees on
any appeal, and in addition a party entitled to attorneys fees shall be entitled to all other
reasonable costs for investigating such action, including the conducting of discovery.
P. AMENDMENTS, This 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 Los Angeles-
Q. NOTICE. Any notice required to be given hereunder shall be made in writing and
shall be given by personal delivery, document delivery service such as Federal Express, 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.
IRvy19225 V2 ATTACT•JN=- No.5
TO AG=N1FNT CWrA NMG COVENANT$10
sa --•
�� PAG6 q1t
Agency: Community Redevelopment Agency of the City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
Copy to: Burke, Williams & Sorensen, LLP
18301 Von Karman, Suite 1050
Irvine, CA 92612
Attn- David 7, Aleshire, Esq.
Owner. Millennium Housing Corporation
1835 Newport Blvd., Suite D-250
Costa Mesa, California 92627
Attn: George Turk
Copy to:
Attn.
The notice shall be deemed given three (3) business days after the date of mailing, or, if
personally delivered, when received.
R. SEVERABILITY/WAIVER/1NTEGRATION.
1. Severability. If any provision of this 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.
2. Waiver. 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.
3. Integration. This Agreement contains the entire Agreement between the
parties and neither party relies on any warranty or representation not contained in this
Agreement.
S. 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 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 Agreement.
T. GOVERNING LAW. This Agreement shall be governed by the laws of the State
of California.
IRV N19225 v2 ATTACHMFN-r No. 5
TO AG=MCNT CONUNINa COV,N,N S TO
� 4GE`18 O}'
d
QaIIEIT "C"
Period Covered
CERTIFICATE OF CONTINIJING PROGRAM COMPLIANCE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA
The undersigned, MILLENNIUM HOUSTNG CORPORATION, a California nonprofit
corporation (the "Owner"), has read and is thoroughly familiar with the provisions of the Owner
Participation Agreement ("OPA") and documents referred to therein executed by Owner and The
Community Redevelopment Agency of the City of Palm Springs ("Agency") including but not
limited to the Agreement Containing Covenants, as such term is defined in the OPA,
As of the date of this Certificate, the following number of Restricted Units in the Project
are: (i) occupied by Eligible Tenants (as defined in the Agreement Containing Covenants), or (ii)
currently vacant and being held available for such occupancy and have been so held continuously
since the date an Eligible Tenant vacated such Restricted Unit:
Occupied Vacant
Eligible Tenants
As of the date of this Certificate, the following are numbers of Very Low Income Tenants
and Low Income Tenants who commenced occupancy of Restricted Units during the preceding
year:
Very Low Income Low Income
Tenants Tenants
Unit Nos. Unit Nos.
Attached is a separate sheet (the "Occupancy Summary") listing, among other items, the
following information for each Unit: the number of each Unit, the number of occupants in each
Unit, the rental paid for each Unit, and the size and number of bedrooms of each mobilehome
occupying a unit. The Owner certifies that the information contained in the Occupancy
Summary is true and accurate.
IRV 419225 v2 EXI-IIBrr"C"Ra"] of 2]
To AGREEMENT CONTAMMG=NANTS M
SAHARAOPA
PAGE 25 of 26
The undersigned hereby certifies that (1) a review of the activities of the Owner during
such period and of the Owner's performance under the OPA and the documents referred to
therein has been made under the supervision of the undersigned, and (2) to the best knowledge of
the undersigned, based on the review described in clause (1) hereof, the Owner is not in default
under any of the terms and provisions of the above documents (or describe the nature of any
detail and set forth the measures being taken to remedy such defaults).
MLLLENNIUM HOUSING CORPORATION,
a California nonprofit corporation
By:
[END OF SIGNATURES]
IRV#19225 V2 EXH181 "'C"(Page I oft)
lO AGREEMENT CON'rMNING COVENANTSTO
SAI W OPA
PALL•26 or 26
ry ra a V7
AGENCY NOTE
$400,000.00 ("Loan Amount")
, 2002 ("Note Date")
FOR VALUE RECEIVED, the undersigned (herein, the "Maker") hereby promises to
pay to the order of THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS, a public body, corporate and politic ("Holder" or "Agency"), at a place
designated by Holder, the principal sum of FOUR HUNDRED THOUSAND DOLLARS
($400,000) ("Note Amount"), plus accrued interest, or such lesser amount which shall from time
to time be owing hereunder pursuant to the terms hereof. The principal sum hereof shall be
disbursed pursuant to the terms and conditions set forth in that certain Owner Participation
Agreement by and among Maker and Holder and the Owner/Lessee ("Agency"), dated
2002, ("Agreement"), pertaining to Maker's rehabilitation and long term
affordable housing covenanting of certain real property defined in the Agreement as the "Site."
Reference is also made to the following additional agreements and documents involving
Maker and Holder and/or pertaining to the Site.
(i) Deed of Trust with Assignment of Rents and Rider Attached Hereto Containing
Terns Including Security Agreement and Fixture Filing, by and between Maker
as borrower, Holder as beneficiary, and as Trustee, dated
and recorded on as
Instrument No. , in the Office of the Riverside
County Recorder ("Deed of Trust"). The Deed of Trust partially secures
repayment of this Note.
(ii) Agreement Containing Covenants, dated by and between
Maker and Holder, for the benefit of Holder, and recorded on
as Instrument No. in the
Office of the Riverside County Recorder ("Agreement Containing Covenants"),
All of the foregoing listed documents are referred to herein collectively as the "Agency
Agreements" and individually as an "Agency Agreement." The Agency Agreements are
incorporated herein as though fully set forth.
Except as otherwise provided herein, the defined terms used in this Note shall have the
same meaning as set forth in the Agreement.
1. Purpose of Loan.
The loan evidenced by this Note is a loan for the purpose of rehabilitating and placing
long term affordability covenants on the Site in accordance with the Agreement.
IRV R19225 V2 ATTACHMENT NO.6
To SAHAR40PA
PAcr,2 or'
�� - a. q8
2. Principal Amount.
The principal amount of this loan shall be Four Hundred Thousand Dollars ($400,000).
Interest shall accrue on the outstanding principal amount at the simple rate of zero percent (0%)
per annum.
3. Term of Note• Repayment,
3.1 For each year in which Maker complies fully with the terms and
conditions of the OPA, the Agency Agreements and the Agreement Containing Covenants, 1/55
of the Note amount principal shall be credited as if paid.
4. Default; Cross-Default: Acceleration. In the event Maker fails to perform
hereunder or under any of the Agency Agreements, for a period of ten (10) days after the date
such performance was due, Maker shall be in default of this Note. Prior to exercising any of its
remedies hereunder, Agency shall give Maker written notice of such default, and Maker shall
thereafter have ten (10) days to cure such default; provided, however, that if the default
hereunder is solely as a result of a default under any of the Agency Agreements, the default,
notice, and cure provisions of the applicable Agency Agreement shall apply. If Maker cures a
default under an Agency Agreement within the cure period set forth in the applicable Agency
Agreement, Maker shall be deemed to have also cured that default under this Agency Loan. If
Maker does not cure a default under any of the Agency Agreements within the cure period set
forth in the applicable Agency Agreement, Maker shall be deemed in default under all of the
Agency Agreements and under this Note. In the event Maker is deemed in default under this
Note, and has not cured the default within the time set forth in the applicable notice of default,
Holder may, at its option, declare this Note and the entire obligations hereby evidenced
immediately due and payable and collectible then or thereafter as Holder may elect, regardless of
the date of maturity, and notice of the exercise of said option is hereby expressly waived by
Maker.
5. Collection Costs• Attorneys' Fees. If, because of any event of default under this
Note or any of the Agency Agreements, any attorney is engaged by Holder to enforce of defend
any provision of this instrument, whether or not suit is filed hereon, then Maker shall pay upon
demand reasonable attomeys' fees, expert witness fees and all costs so incurred by Holder
together with interest thereon until paid at the applicable rate of interest payable hereunder, as if
such fees and costs had been added to the principal owing hereunder.
6. Waivers by Maker. Maker and all endorsers, guarantors and persons liable or to
become liable on this Note waive presentment, protest and demand, notice of protest, demand
and dishonor and nonpayment of this Note and any and all other notices or matters of a like
nature, and consent to any and all renewals and extensions near the time of payment hereof and
agree further that at any time and from time to time without notice, the terns of payment herein
may be modified or the security described in any documents securing this Note released in whole
or in part, or increased, changed or exchanged by agreement between Holder and any owner of
the premises affected by said documents securing this Note, without in any way affecting the
liability of any party to this Note or any persons liable or to become liable with respect to any
indebtedness evidenced hereby.
IRV 419225 V2 A9"rACHMENT NO.6
To SAHARA OPA
PAGU 3 OF 5
7. Severability. The unenforceability or invalidity of any provision or provisions of
this Note as to any persons or circumstances shall not render that provision or those provisions
unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in
all other respects, shall remain valid and enforceable.
S. Notices. All notices, demands, requests, elections, approvals, disapprovals,
consents or other communications given under this Note shall be in writing and shall be given by
personal delivery, certified mail, return receipt requested, or overnight guaranteed delivery
service and addressed as follows:
If to Holder: The Community Redevelopment Agency
Of the City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Attn. Executive Director
With a copy to: Burke, Williams & Sorensen, LLP
18301 Von Kannan Avenue, Suite 1050
Irvine, California 92612
Attn: David J. Aleshire, Esq.
If to Maker: Millennium Housing Corporation
1835 Newport Blvd., Suite D-250
Costa Mesa, California 92627
Attn: President
With copies to:
Attn.
Notices shall be effective upon the earlier of receipt or refusal of delivery. Each party shall
promptly notify the other party of any change(s) of address to which notice shall be sent pursuant
to this Note.
9. Modifications. Neither this Note nor any term hereof may be waived, amended,
discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof
be effective except by an instrument in writing signed by Maker and Holder. No delay or
omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such
right or of any other right under this Note.
10. No Waiver by Holder. No waiver of any breach, default or failure of condition
under the terms of this Note shall be implied from any failure of the holder of this Note to take,
or any delay be implied from any failure by the Holder in taking action with respect to such
breach, default or failure from any prior waiver of any similar or unrelated breach, default or
failure.
1RV d49225 V2 ATTACHMENT NO.G
To SAHARA OPA
PAGE 4 OF 5
11. Usury. Notwithstanding any provision in this Note, the total liability for payment
in the nature of interest shall not exceed the limit imposed by applicable laws of the State of
California.
12. Nonassianability. Maker may not transfer, assign, or encumber this Note in any
manner without the prior, express, written authorization of Holder, which may be given or
withheld by Holder in Holder's sole and absolute discretion. It shall be deemed reasonable for
Holder to refuse authorization for any reason or no stated reason, Holder may freely transfer,
assign, or encumber Holder's interest in this Note in any manner, at Holder's sole discretion.
13. Governing Law This Note has been executed and delivered by Maker in the
State of California and is to be governed and construed in accordance with the laws thereof'.
14. Time of Essence Time is of the essence in the performance of the obligations
and provisions set forth in this Note.
15. Non-Recourse. Notwithstanding anything to the contrary herein contained, (i) the
liability of Maker shall be limited to its interest in the Site and any rents, issues, and profits
arising from the Site and, in addition, with respect to any obligation to hold and apply insurance
proceeds, proceeds of condemnation or other monies hereunder, any such monies received by it
to the extent not so applied in accordance with the terms of this Note; (ii) no other assets of
Maker shall be affected by or subject to being applied to the satisfaction of any liability which
Maker may have to Holder or to another person by reason of this Note; and (iii) any judgment,
order, decree or other award in favor of Holder shall be collectible only out of, or enforceable in
accordance with, the terms of this Note by terminatidn or other extinguishment of Maker's
interest in the Site. Notwithstanding the foregoing, it is expressly understood and agreed that the
aforesaid limitation on liability shall in no way restrict or abridge Maker's continued personal
liability for: (A) fraud or willful Or grossly negligent misrepresentation made by Maker in
connection with this Note or any of the Agency Agreements; (B) misapplication of(a) proceeds
of insurance and condemnation or (b) rent received by Maker under rental agreements entered
into for any portion of the Site after default of the Note; (C) the retention by Maker of all
advance rentals and security deposits of tenants not refunded to or forfeited by such tenants; (A)
the indemnification undertakings of Maker under the Agency Agreements, provided, however,
nothing herein shall be deemed to obligate Maker to repay any portion of the Loan evidenced
hereby as a result of any such indemnification; and (E) material waste by Maker with respect to
the Site.
IN WITNESS WHEREOF, the parties have executed this Note as of the date first above written.
"Maker"
MILLENNIUM HOUSING CORPORATION,
a California nonprofit corporation
By:
IRV 419225 v2 ATTACHMENT NO.6
To SAHARA OPA
\M�� PAGE 5 01�5
Order No.
Escrow No
Loan No,
WHEN RECORDED MAIL TO:
THE COMMUNITY REDEVELOPMENT
AGENCY OF TIC CITY OP PALM SPRINGS
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Attention: Executive Director y'qqRG NGFEEO O�V 603EXEvPTAF 1DIER , DE' 1 DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER ATTACHED HERETO
CONTAINING TERMS INCLUDING SECURITY AGREEMENT AND FIXTURE FILING
NOTE: RIDER ATTACHED TO THIS DEED OF TRUST CONTAINING TERMS INCLUDING SECURITY AGREEMENT AND
FIXTURE FILING,
This DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER ATTACHED HERETO ("Deed of Trust"), is made ,
20^, between MILLENNIUM HOUSING CORPORATION, a California nonprofit corporation, herein called TRUSTOR,whose address
is a
corporation, herein called TRUSTEE, and
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, herein
called BENEFICIARY.
WITNESSETH; That Trustor grants to Trustee In trust, with power of sale, Trustor's estate, dated on or about the date hereof, in that
property in the City of Palm Springs, County of Los Angeles, State of California, described as
SEE EXHIBIT"A"ATTACHED HERETO [APPEARS FOLLOWING RIDER]
together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred
upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing(1) payment of the sum of$
with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of
Benefciary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or
contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors
or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the Property above described, Trustor expressly makes each and all of
the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A,
and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in
Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office
of the county recorder of the county where said property Is located, noted below opposite the name of such county, namely:
COUNTY BOOK PAGE COUNTY 1300K PACE. COUNTY BOOK PAGE COUNTY BOOK PAGE;
Alameda 1288 556 Kings 859 713 Placer 1028 379 Sierra 38 181
Alpine 3 130-31 Lakc 437 110 Plumas 166 1307 Siskiyou 506 762
Amador l33 438 Lesson 192 367 fulimide 3778 347 Solana 1287 621
Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 ]2d Sonoma 2067 427
Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56
Colusa 323 351 Malin 1849 122 San Bernardino 6213 768 Sutter 655 585
Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tchama 457 183
Del None 101 549 Mmdocmo 667 99 San Joaquin 2S55 283 Trinity 108 595
El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tul;ve 2530 108
Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160
Glenn 469 76 Mono 69 302 Simla Barbara 2.065 981 Ventura 2607 237
Humboldt 801 83 Monto"y 357 239 Santa Clara 6G26 664 Yolo 769 16
Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 6911
Inyo 165 672 Ncvada 363 94 Shasta 800 633
Kem 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964,Page 149774
IRV 919225 v2 ATTACHMENT NO.7
To SAHARA OPA
C PP�bq!rmll
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions
contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference
thereto, incorporated herein and made a part of this heed of Trust for all purposes as fully as if set forth at length herein, and
Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the
maximum allowed by law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address
hereinbefore set forth.
SEE RIDER ATTACHED TO THIS DEED OF TRUST
Signature of Trustor:
MILLENNIUM HOUSING CORPORATION, a California nonprofit corporation
ey:
[ACKNOWLEDGMENT FORMS AT END OF RIDER]
IRV m19225 v2 ATTACI-IMPNTNO.7
To SAMARA OPA
DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of
Trust and Incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.
A. To protect the security of this Deed of Trust,Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon;to complete or restore promptly and in
a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor
performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made
thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize,
fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein
not excluding the general.
2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Benellclary. The amount collected
under any Fire or other insurance policy may be applied by Beneficiary upon any Indebtedness secured hereby and in such order as Beneficiary may
determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Truster. Such application or release
shall not cure or waive any default or notice of default hereunder or Invalidate any act done pursuant to such notice,
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;
and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which
Beneficiary or Trustee may appear,and In any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant
water stack; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior
hereto;all costs,fees and expenses of this Trust
Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and
without notice to or demand upon Truster and without releasing Truster from any obligation hereof, may: make or do the same is such manner and to
such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such
purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay,
purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in
exercising any such powers,pay necessary expenses,employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the
amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the dale hereof regarding the obligation
secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time When said statement is demanded-
B. It Is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and
shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for
disposition of proceeds of fire or other insurance.
2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt
payment when due of all other sums so secured or to declare default for failure so to pay.
3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneflolary and presentation of
this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby.
Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof;join in granting any easement thereon, or join in any
extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender or this Deed and said
note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee
shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyahoe of any matters or facts shall be conclusive proof
of the truthfulness thereof. The Grantee in such reconveyance may be described as"the person or persons legally entitled thereto."
5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of
these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the fight, prior to any default by Trustor in payment of any
indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become
due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a
court, and without regard to the adequacy of any security For the indebtedness hereby secured, enter upon and take possession of said properly or any
part thereof, in his own name sue For or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less
costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as
Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the
application thereof as aforesaid,shall not cure or Waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
6) That upon default by Trustor In payment OF any indebtedness secured hereby or in the performance of any agreement hereunder,
Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for
sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary
also shall deposit with Trustee this Deed,said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been
given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either
as a whale or In separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United
States, payable at time of sale Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale,
and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall
deliver to such purchaser its deed conveying the property so sold, but without any covenant or Warranty, express or implied. The recitals In such deed of
any matters or facts shall be conclusive proof of the truthfulness thereof, Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined,
may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee
shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed
by law in effect at the date hereof,all other sums then secured hereby;and the remainder,If any,to the person or persons legally entitled thereto.
') Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument In writing, substitute
a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and
IRV 919225 v2 ATTACHMENT NO.7
To SAHARA OPA
PA • __.
recorded In the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such
successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties.
Said instrument must contain the name or the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and
the name and address of the new Trustee
8) That this Deed applies to, Inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors,
successors and assigns. The term Beneficiary shall mean the owner and holder, including pledges of the note secured hereby, whether or not named
as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine andlor neuter, and the singular
number includes the plural.
9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, Is made a public record as provided by law. Trustee is
not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or
Trustee shall be a party unless brought by Trustee.
IRV 819225 v2 ATTACHMBNT NO.7
T,c ARARA OPA
RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
THIS RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Rider") is
executed this day of , 20� by MILLENNIUM HOUSING
CORPORATION, a California nonprofit corporation, herein. "Trustor," in favor of THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public
body, corporate and politic, herein the "Beneficiary,") the same parties to that certain form Deed
of Trust With Assignment of Rents, of even date hereto, to which this Rider is attached. This
Rider is made a part of and is incorporated into said Deed of Trust. This Rider shall supersede
any conflicting term or provision of the form Deed of Trust to which it is attached.
Reference is made to the following agreements and documents: (i) Agency Note by and
between TrLIStOr and Beneficiary, dated on or about the date set forth above, the repayment of
which by Trustor is secured by this Deed of Trust (the "Note"); (ii) Owner Participation
Agreement by and between Trustor, and Beneficiary, dated _ , 2002, providing for
Trustor's rehabilitation of the Property ("OPA"); and (iii) Agreement Containing Covenants,
dated by and between Trustor and Beneficiary, providing for the use, operation,
and maintenance of the Property ("Agreement Containing Covenants")-
The parties hereto agree-
1. Propertv. The estate subject to this]deed of Trust is Trustor's fee estate in the real
property legally described in the Deed of Trust (the "Property"). In addition, Trustor grants to
beneficiary a security interest in all of Trustor's rights, title, and interest in and to the following:
(a) All present and future inventory and equipment, as those terms are defined
in the California Commercial Code, and all other present and future
personal property of any kind or nature whatsoever, now or hereafter
located at, upon or about the Property or used or to be used in connection
with or relating or arising with respect to the Property and/or the use
thereof or any improvements thereto, including without limitation all
present and fixture furniture, furnishings, fixtures, goods, tools, machinery,
plumbing and plumbing material and supplies, concrete, lumber,
hardware, electrical wiring and electrical material and supplies, beating
and air conditioning material and supplies, roofing material and supplies,
window material and supplies, doors, paint, drywall, insulation, cabinets,
ceramic material and supplies, flooring, carpeting, appliances, fencing,
landscaping and all other materials, supplies and property of every kind
and nature,
(b) All present and future accounts, general intangibles, chattel paper, contract
rights, deposit accounts, instruments and documents as those terms are
defined in the California Commercial Code, now or hereafter relating or
arising with respect to the Property and/or the use thereof or any
improvements thereto, including without limitation: (i) all rights to the
payment of money, including escrow proceeds arising out of the sale or
IRV#19225 v2 ATTACHMF,NT NO.7
RIDER TO OF,F.O OF MUST=4 ASSIGN MENT OF REN18
To SAHARA OPA
PAGE 7 OF 14
other disposition of all or any portion of the Property; (ii) all architectural,
engineering, design and other plans, specifications and drawings relating
to the development of the Property and/or any construction thereon; (iii)
all use permits, occupancy permits, construction and building permits, and
all other permits and approvals required by any governmental or quasi-
governmental authority in connection with the development, construction,
use, occupancy or operation of the Property; (iv) any and all agreements
relating to the development, construction, use, occupancy and/or operation
of the Property between Trustor and any contractor, subcontractor, project
manager or supervisor, architect, engineer, laborer or supplier of materials;
(v) all lease, rental or occupancy agreements and payments received
thereunder; (vi) all names under which the Property is now or hereafter
known and all rights to carry on business under any such names or any
variant thereof; (vii) all trademarks relating to the Property and/or the
development, construction, use, occupancy or operation thereof, (viii) all
goodwill relating to the Property and/or the development, construction,
use, occupancy or operation thereof; (ix) all insurance proceeds and
condemnation awards arising out of or incidental to the ownership,
development, construction, use, occupancy or operation of the Property;
(x) all reserves, deferred payments, deposits, refunds, cost savings, bonds,
insurance policies and payments of any kind relating to the Property; (xi)
all loan commitments issued to Trustor in connection with any sale or
financing of the Property, (xii) all water stock, if any, relating to any
Property and all shares of stock or other evidence of ownership of any part
of or interest in any Property that is owned by Trustor in common with
others; and (xiii) all supplements, modifications and amendments to the
foregoing.
(c) All fixtures located upon or within the Property or now or hereafter
attached to, installed in, or used or intended for use in connection with the
Property, including without limitation any and all partitions, generators,
screens, awnings, boilers, furnaces, pipes, plumbing, elevators, cleaning,
call and sprinkler systems, fire extinguishing apparatus and equipment,
water tanks, heating ventilating, air conditioning and air cooling
equipment, and ,gas and electric machinery and equipment.
(d) All present and future accessories, additions, attachments, replacements
and substitutions of or to any or all of the foregoing.
(e) All cash and noncash proceeds and products of any and all of the
foregoing, including without limitation all monies, deposit accounts,
insurance proceeds and other tangible or intangible property received upon
a sale or other disposition of any of the foregoing.
IRV 919225 v2 ATTACIIMrNT NO 7
RIDERTO DEED OF=nwrT ASSIGNMENTOF RENTS
To SNSARA OPA
PAGE 8 OF 14
f� `e I.G� . Oro
2. Obligations Secured. Trustor makes this grant and assignment for the purpose of
securing the following obligations ("Secured Obligations"):
(a) Payment to Beneficiary of all indebtedness at any time owing under the
terms of the Note;
(b) Payment and performance of all obligations of Trustor under this Deed of
Trust, the OPA, and the Agreement Containing Covenants;
(c) Payment and performance of all future advances and other obligations of
Trustor or any other person, firm, or entity with the approval of Trustor,
may agree to pay and/or perform (whether as principal, surety or
guarantor) for the benefit of Beneficiary, when the obligation is evidenced
by a writing which recites thatt it is secured by this Deed of Trust; and
(d) All modifications, extensions and renewals of any of the obligations
secured hereby, however evidenced.
3. Obligations. The term "obligations" is used herein in its broadest and most
comprehensive sense and shall be deemed to include, without limitation, all interest and charges,
prepayment charges, late charges and fees at any time accruing or assessed on any of the Secured
Obligations.
4. Incorporation. All terms of the Note and the Secured Obligations are
incorporated herein by this reference. All persons who may have or acquire an interest in the
Property shall be deemed to have notice of the terms of all of the foregoing documents.
5. Mortgagee-in-Possession. Neither the assignment of rents set forth in the Deed of
Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed
to make Beneficiary a "mortgagee-in-possession" or otherwise liable in any manner with respect
to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof
Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or
by agreement with Trustor, or the entering into possession of the Property by such receiver, be
deemed to make Beneficiary a "mortgagee-in-possession" or otherwise liable in any manner with
respect to the Property.
6. No Cure. In the event Beneficiary collects and receives any rents under the Deed
of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of
the default.
7. Opportunity to Cure. Trustor's failure or delay to perform any term or provision
of this Deed of Trust constitutes a default under this Deed of Trust; however, Trustor shall not be
deemed to be in default if(i) Trustor cures, corrects, or remedies such default within thirty (30)
days after receipt of a notice specifying such failure or delay, or (ii) for such defaults that cannot
reasonably be cured, corrected, or remedied within thirty (30) days, if Trustor commences to
cure, correct, or remedy such failure or delay within thirty (30) days after receipt of a written
IRV 419225 v2 ATTACHMENT NO.7
RIDERTO OCCO 0FTK=WM1 ASMONMER OFR=
To SAHAR4 OPA
(� PAGF.9 ra 1.1
/w•_{
R r .r rO - . dlop,
notice specifying such failure or delay, and diligently prosecutes such cure, correction or remedy
to completion.
Beneficiary shall give written notice of default to Trustor, specifying the default
complained of by Trustor. Copies of any notice of default given to Trustor shall also be
delivered to Trustor's Limited Partner, and to any permitted lender. Beneficiary may not
institute proceedings against Trustor until thirty (30) days after giving such notice or such longer
period of time as may be provided herein. In no event shall Beneficiary be precluded from
exercising remedies if its security becomes or is about to become materially jeopardized by any
failure to cure a default or the default is not cured within sixty (60) days after the first notice of
default is given.
Except as otherwise expressly provided in this Deed of Trust, any failure or delay in
giving such notice or in asserting any of its rights and remedies as to any default shall not
constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive
either party of its rights to institute and maintain any actions or proceedings which it may deem
necessary to protect, assert or enforce any such rights or remedies.
In the event of any inconsistency in the terms of this Rider and the provisions set forth in
the standard deed of trust recorded in the Recorder's Office of the County of Riverside, the terms
of this Rider shall control.
S. Possession Upon Default. Subject to Section 7 above, upon the occurrence of a
default, and after delivery of notice and the expiration of all applicable cure periods, Beneficiary
may, at its option, without any action on its part being required and without in any way waiving
such default, take possession of the Property and have, hold, manage, lease and operate the same,
on such terms and for such period of time as Beneficiary may deem proper, and may collect and
receive all rents and profits, with full power to make, from time to time, all alterations,
renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply
such rents and profits to the payment of(a) the cost of all such alterations, renovations, repairs
and replacements, and all costs and expenses incident to taking and retaining possession of the
Property, and the management and operation thereof, and keeping the same properly insured; (b)
all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment
of the Note, and premiums for insurance, with interest on all such items; and (c) the indebtedness
secured hereby, together with all costs and attorney's fees, in such order or priority as to any of
such items as Beneficiary in its sole discretion may determine, any statute, law, custom Or use to
the contrary notwithstanding. Any amounts received by Beneficiary or its agents in the
performance of any acts prohibited by the terms of this assignment, including, but not limited to,
any amounts received in connection with any cancellation, modification Or amendment of any
lease prohibited by the terms of this assignment and any rents and profits received by Trustor
after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such
amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of
the Trustor. Any person receiving any portion of such trust funds shall receive the same in trust
for Beneficiary as if such person had actual or constructive notice that such funds were
impressed with a trust in accordance therewith.
IRV'19225✓1 ATTACHMF,NT NO.7
RIDF,R TO DEED OFMM WITH ASMONMENT OF=S
T.SAHARA OPA
PACE 10 OP 14
9. Receiver. In addition to any and all other remedies of Beneficiary set forth under
this Deed of Trust or permitted at law or in equity, if a default shall have occurred, Beneficiary,
to the extent permitted by law and without regard to the value, adequacy or occupancy of the
security for the Note and other sums secured hereby, shall be entitled as a matter of right if it so
elects to the appointment of a receiver to enter upon and take possession of the Property and to
collect all rents and profits and apply the same as the court may direct, and such receiver may be
appointed by any court of competent jurisdiction by ex parte application and without notice,
notice of hearing being hereby expressly waived. The expenses, including receiver's fees,
attorneys' fees, costs and agent's compensation, incurred pursuant to the power herein contained
shall be secured by this Deed of Trust.
10. Security Agreement. This Deed of Trust also constitutes a Security Agreement
with respect to all personal property in which Beneficiary is granted a security interest
hereunder, and Beneficiary shall have all of the rights and remedies of a secured party under the
Uniform Commercial Code as enacted in California (the "California Uniform Commercial
Code") as well as all other rights and remedies available at law or in equity. Trustor hereby
agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints
Beneficiary the attorney-in-fact of Trustor, to execute, deliver and, if appropriate, to file with the
appropriate filing officer or office such security agreements, financing statements, continuation
statements or other instruments as Beneficiary may request or require in order to impose, perfect
or continue the perfection of, the lien or security interest created hereby. Trustor and Beneficiary
agree that the filing of a financing statement in the record normally having to do with personal
property shall never be construed as in any way derogating from or impairing the lien of this
Deed of Trust and the intention of Trustor and Beneficiary that everything used in connection
with the operation or occupancy of the Property is and at all times and for all purposes and in all
proceedings, both legal and equitable, shall be regarded as real property or goods which are or
are to become fixtures, irrespective of whether (i) any such item is physically attached to the
buildings and improvements on the Property; (ii) serial numbers are used for the better
identification of certain equipment items capable of being filed by the Beneficiary; or (iii) any
such item is referred to or reflected in any such financing statement so filed at any time. Such
mention in the financing statements is declared to be for the protection of the Beneficiary in the
event any court or judge shall at any time bold that notice of Beneficiary's priority of interest
must be filed in the California Commercial Code records to be effective against a particular class
of persons, including, but not limited to, the federal government and any subdivision or entity of
the federal government. Trustor covenants and agrees to reimburse Beneficiary for any costs
incurred in filing such financing statement and any continuation statements.
Upon the occurrence of default hereunder, and after delivery of notice and the expiration
of all applicable cure periods, Beneficiary shall have the right to cause any of the Property which
is personal property and subject to the security interest of Beneficiary hereunder to be sold at any
one or more public or private sales as permitted by applicable law, and Beneficiary shall further
have all other rights and remedies, whether at law, in equity, or by statute, as are available to
secured creditors under applicable law, specifically including without limitation the right to
proceed as to both the real property and the personal property contained within the Property as
permitted by Uniform Commercial Code Section 9501(4), including conducting a unified sale
thereof Any such disposition may be conducted by an employee or agent of Beneficiary or
IRV 819225 v2 ATTACHMENT NO.7
RIDF.R TO DEED OFTRUSV A":GNMh OF RUSTS
To SAHARA ORA
PAGE 11 OF 14
Trustee. Any person, including both Trustee and Beneficiary, shall be eligible to purchase any
part or all of such property at any such disposition.
This Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the
California Uniform Commercial Code, as amended or recodified from time to time.
11. Notices._ Demands. and Communications. Formal notices, demands, and
communications between Trustor and Beneficiary shall be given either by (i) personal service,
(ii) delivery by reputable document delivery service such as Federal Express that provides a
receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified
mail, postage prepaid, return receipt requested, addressed to:
To Beneficiary: The Community Redevelopment Agency
of the City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Attn: Executive Director
With a copy to: Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue, Suite 1050
Irvine, California 92612
Attn: David J. Aleshire, Esq,
To Trustor: .Millennium Housing Corporation,
a California nonprofit corporation
1835 Newport Blvd, Suite D-250
Costa Mesa, California 92627
Attn: President
With copies to.
Attn:
Notices personally delivered or delivered by document delivery service shall be deemed
effective upon receipt. Notices mailed shall be deemed effective on the second business day
following deposit in the United States mail. Such written notices, demands, and communications
shall be sent in the same manner to such other addresses as either party may from time to time
designate by mail.
[SIGNATUI:ES TO FOLLOW]
IRV#19225 d2 ATTACI3MENT Np,7
RIOERTO DEED OF TRLISTWITH ASSIGR ENT OF RENTS
To SAMARA OPA
PAGE 17 or 14
00wr 7
Y�s�a
40
Nv
PROOF OF PUBLICATION This;s space for County Clerks Filing Stamp
(2015.5.C.C.P)
STATE OF CALIFORNIA
County of Riverside
I am a citizen of the United States and a resident of Proof of Publication of
the County aforesaid;I am over the age of eighteen -------------------------------------- -
years,and not a party to or interested in the No.0e41 CITY OF PALM SPRINGS
above-entitled matter.I am the principal clerk of a NOTICE OF PUBLIC HEARING
printer of the,DESERT SUN PUBLISHING
NOTICE IS HEREBY GIVEN that the community
COMPANY a newspaper of general circulation, Redevelopment Agency of the City of palm
Springs and the City of Palm SPrin4s will hold a
printed and published in the city of Palm Springs, Public Hearin in the City Council Chambers, to-
notedCoun of Riverside,and which newspaper has been at az.o r92262,Gbe inning at 7.00 Palm
CountyWednesday, Marcrni.h 20, 2002,to consider the fal-
adjndged anewspaper of general circulation by the lowing
Superior Court of the County of Riverside,State of Findings Pursuant to Section aaat s(2)(R) and (C)
California under the date of March 24, 1988.Case of Collroi nia Health & Safety Code cement with
Number 191236;that the notice,of which the Related to an owngor Participation Purchase se _
annexed is a printed copy(set in type not smaller
habilitation of the Sahara Mobile Home PallK Re
to attend the
than non pm'i¢I,has been published In each regular All interested persons are me Public Hearing and express opinions on the item
and entire issue of said newspaper and not in any listed above. Members of the pubho may View
this document and all referenced documents In
supplement thereof on the following dates,to wit: the Department of Community&Economic Devel-
March 9th Dement at Qty Hall, and submit written com-
mint Agency
ments to the Community Redevelop
_-----—---_------------------_---------_-----—-----__ at or nor to the Community Redevelopment
------ Agency Meeting at or prior to the public hearing
described in this notice.
DERS
-----------_--------------- --___--____-_— ---------
All in the year 2002 PUR. March g, 2002 ^- _
I certify(or declare)under penalty of perjury that the
foregoing is true and correct.
llth
Dated at Palm Springs,California this--------------day
March
of---------------------------------------2002
---X be —
Signalure
RESOLUTION NO.
OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM SPRINGS,
CALIFORNIA, APPROVING AN OWNER
PARTICIPATION AGREEMENT WITH MILLENNIUM
HOUSING, INC. OF NEWPORT BEACH,
CALIFORNIA FOR THE REHABILITATION OF A
254-SPACE MOBILE HOME PARK (SAHARA
MOBILE HOME PARK) AT 1955 SOUTH CAMINO
REAL, AND A PUBLIC HEARING MAKING
FINDINGS RELATED TO THE FUTURE
AFFORDABILITY OF THE UNITS WITHOUT
AGENCY ASSISTANCE
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (the
"Agency") has established an affordable housing setaside fund in accordance with
Section 33000 et. seq. of the California Health and Safety Code; and
WHEREAS, the funds are earmarked for the acquisition, construction, or rehabilitation
of affordable housing to benefit the community; and
WHEREAS, the Sahara Mobile Home Park at 1955 South Camino Real, is in significant
need of rehabilitation, including replacing the electrical system, installing a block wall
and performing other improvements to the park; and
WHEREAS, the property buyers, Millennium Housing, Inc. are using tax exempt bonds
issued by the City of Palm Springs to purchase and rehabilitate the park, and desire to
participate with the Agency in its affordable housing program by dedicating up to fifty
percent of the units for very-low and low-income residents; and
WHEREAS, the Community Redevelopment Agency must find, based upon substantial
evidence, after a public hearing, that (1) the spaces cannot reasonably be expected to
remain affordable to this same group of persons or families without the Agency
assistance, and (2) that not less than 50 percent of the units made available through
the purchase or acquisition of long-term affordability covenants by the Agency shall be
available at affordable housing cost to, and occupied by, very low income households
(50% of area median income).
NOW THEREFORE BE IT RESOLVED by the Community Redevelopment Agency of
the City of Palm Springs, as follows.-
SECTION 1. The Community Redevelopment Agency of the City of Palm Springs
conducted a Public Hearing on March 20, 2002 to receive testimony
regarding the future affordability of spaces at the Sahara Mobile Home
Park; and
SECTION 2. The Agency finds that, based on substantial evidence presented at the
Public Hearing, the future affordability of spaces in the Sahara Mobile
Home Park would likely be threatened without the Agency assistance
and the City bond financing, should the current owner or any new owner
contemplate a similar schedule of improvements; and
L7
SECTION 3. The Agency further finds that the Owner Participation Agreement with
Millennium Housing, Inc. shall require that the owner provide housing at
affordable cost to, and occupied by, persons and families of low or very
low income, for the longest feasible time but not less than 55 years for
rental units and 45 years for owner-occupied units, for fifty percent of the
spaces (127 spaces), and that no less than 50% of such spaces be
reserved for persons of very low income.
SECTION 4. The project is Categorically Exempt from the provisions of the California
Environmental Quality Act under Sections 15301 and 15302, as it is
intended to rehabilitate and replace existing facilities.
SECTION 4. The Owner Participation Agreement with Millennium Housing, Inc. of
Newport Beach, California, is hereby approved.
ADOPTED this day of 2002.
AYES:
NOES:
ABSENT:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS, CALIFORNIA
By
Assistant Secretary Chairman
REVIEWED &APPROVED AS TO FORM
RESOLUTION NO.
OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, AMENDING THE
BUDGET FOR THE 2001-02 FISCAL YEAR.
WHEREAS Resolution 1126 approving the budget for the fiscal year 2001-02 was adopted
on June 6, 2001; and
WHEREAS the Executive Director has recommended, and the Agency desires to approve,
certain amendments to said budget;
NOW THEREFORE BE IT RESOLVED that the Director of Finance is authorized to record
inter-fund cash transfers as required in accordance with this Resolution, and that Resolution
1126, adopting the budget for the 2001-02 fiscal year is hereby amended as follows:
SECTION 1. ADDITIONS
FUND Activity Account Amount
882 8382 65143 $250,000
Low & Mod Inc. Housing Sahara Mobile
Home
Purpose: To provide funds for contribution for the purchase of the Sahara Mobile Home Park
by Millenium Housing.
SECTION 2. SOURCE
FUND Activity Account Amount
882 29301 $250,000
Low & Mod Inc Housing Fund Balance
Adopted this day of 2002
AYES:
NOES:
ABSENT:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
By
Assistant Secretary Chairman
REVIEWED AND APPROVED AS TO FORM
ORAA - b