HomeMy WebLinkAbout12/19/2001 - STAFF REPORTS (3) DATE: DECEMBER 19, 2001
TO: COMMUNITY REDEVELOPMENT AGENCY
FROM: REDEVELOPMENT DIRECTOR
APPROVAL OF OWNER PARTICIPATION WITH PS APARTMENTS, LLC FOR THE
REHABILITATION OF A 16-UNIT APARTMENT COMPLEX COMPRISED OF FOUR (4)
FOUR-PLEXES AT 555 8, 585 EAST COTTONWOOD ROAD AND 556 & 594 EAST
CHUCKWALLA ROAD
RECOMMENDATION:.
It is recommended that the Agency approve an Owner Participation Agreement with
PS Apartments, LLC for the rehabilitation of a 16-unit apartment complex at 555 &
585 East Cottonwood Road and 556 &594 East Chuckwalla Road, in Merged
Project Area#1, formerly Project Area 9-B
SUMMARY:
This OPA with PS Apartments, LLC provides Agency financial assistance to the
owner of an apartment complex in the Cottonwood/Chuckwalla neighborhood. It
provides up to$10,OOO.per unit in rehab assistance in return for permanent rent
restrictions at the 60% of araa median income levels. These units will be counted in
the Agency's affordable housing inventory.
BACKGROUND:
In early 2001 staff received an initial request for Agency assistance from Donald
Helmick, principal of PS Apartments at 555 & 585 East Cottonwood Road and
556 & 594 East Chuckwalla Road. The Helmicks acquired the property in
January 2000, and were immediately confronted with years' worth of deferred
maintenance on the apartments, as well as the normal wear and tear on various
mechanical systems. To date they have expended over$71,000 in upgrading
the property.
The owners have proposed rehabilitating most of the apartments by replacing
stoves and ovens, kitchen sinks, bathroom vanities and faucets, and either
replacing or overhauling the air conditioning units. The owners also propose to
re-roof the four buildings, as well as upgrade and improve the landscaping and
site improvements. The estimated cost of these repairs, based on contractor
estimates, was $185,000. The owners requested that the Agency pay the cost
of these repairs, in return for a commitment to restrict a number of units (15) to
low- or moderate-income residents. Those repairs need to be made whether or
not we proceed with this agreement.
The complex was constructed without any Agency assistance, and therefore
has no affordability restrictions on it. The property is in the
Cottonwood/Chuckwalla neighborhood, one of the City's "Recapture Our
Neighborhoods" areas. The Agency, working with the City's Planning
Department and Community Preservation Department, has made the
improvement of the Cottonwood/Chuckwalla neighborhood and especially the
affordable housing stock a priority.
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The priorities of the Agency's Low/Mod Housing Program thus far have been
correcting health and safety problems in existing units, as well as helping make
the units affordable to the tenants.
Generally, on rehab of multi-family projects, the Agency has required one unit to
be set aside for persons of low- or moderate income for every $5,000 to
$10,000 in assistance given. Staff is recommending Agency participation in the
amount of$150,000 in return for affordability restrictions on 15 of the units. The
remaining unit would be for the resident manager. The rents would be restricted
by covenant to be affordable to families at 60% of area median income. The
restrictions state that the amount of rent charged cannot exceed more than 30%
of family income; the actual rents are calculated per county and provided by the
State of California.
In terms of how the Agency contributes its funds to a project, it typically makes a
low-interest, "silent" loan to an owner rather than an outright grant. Both
achieve the same goal, but silent loans protect the covenants, since a loan
would be fully repayable upon any breach of the agreement. In addition, loans
are easier to monitor than grants because they are recorded on the deed. The
Agency typically subordinates the loan to the Owner's first trust deed, provided it
is held by an arm's length lender, not one of the owners. The loan would be
forgiven at the end of the term; therefore, the Owners would probably never
need to make payments on the loan unless they failed to perform according to
the terms of the Agreement.
The most typical breach of the loan covenant would be if the Owner sold the
property to a new owner that did not wish to honor the affordability covenant; or,
if the current owners did not wish to honor the agreement. Unlike the
Neighborhood Revitalization Program (Single Family Rehab), there will be no
amortization (principal reduction) of the loan in order to maintain a substantial
penalty upon contract breach.
Therefore, based on an overall Agency assistance package of$150,000, we
would require that fifteen (15) of the units at the complex fall under the
regulatory agreement. That works out to one restricted unit for every $10,000 in
Agency assistance, at the top end of the average range of $5,000 to $10,000
per unit of assistance in rehab.
In addition to the Agency's contribution to the project, the OPA will require the
Owner to match the public investment with additional private investment. While
a dollar for dollar match (or even more on the private side) is preferable, the
minimum acceptable.private match would be 50% of the public investment, or
$75,000 in the case of a $150,000 public investment. The $150,000 is less than
the owners' request, but the cap was necessary to maintain the per-unit ratio of
$10,000 or less; in addition, the owners will be expected to match the Agency's
contribution with $1.00 for every $2.00 in Agency expenditures. However, a
portion of the previous $71,000 (but not all) in expenditures, as they relate to
the OPA's Scope of Work, may be counted toward the owner's match.
These improvements will focus on repairing problems, such as roofing,
mechanical, plumbing, or otherwise, that will prolong the life of the property and
keep it in good order. Secondly, other"quality of life" improvements such as
repainting the apartments, and providing new appliances would be included.
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In addition to the rent restrictions that will be outlined in the agreement, an OPA
will also contain other property requirements, in the form of CC & R's. These
usually refer to property maintenance standards, and will require that the
Owners keep the premises maintained and in good repair. They'll refer,
primarily, to exterior maintenance, since it is the easiest for the City to monitor
from the street: walls, fences, paving, trash enclosures and pickup, landscaping,
exterior lighting, etc.
Funds for this project—the $150,000 Agency share—are available in the 2001-
02 Community Redevelopment Agency Low/Mod Housing budget (not the
General Fund),
under Unscheduled apital Projects (882-8382-50000).
4/26/1
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Executive Director .��—
ATTACHMENTS:
1. Resolution
2. Owner Participation Agreement
REVIEWED BY DEPI OF FINANCE
OWNER PARTICIPATION AGREEMENT
by and between
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
and
PS APARTMENTS, LLC
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TABLE OF CONTENTS
Page
1.0 PURPOSE OF THE AGREEMENT............................................................................. 1
2.0 DEFINITIONS............................................................................................................. 1
3.0 CURRENT OWNERSHIP OF THE SITE; DEVELOPMENT OF THE SITE.............. 3
3.1 Ownership of the Site........................................................................................ 3
3.2 Physical Condition of the Site........................................................................... 3
3.3 Evidence of Financial Capability ...................................................................... 4
3.4 Development Project Plan................................................................................. 5
3.5 Other City and Governmental Agency Permits.................................................. 5
3.6 Cost of Construction......................................................................................... 5
3.7 Construction Schedule;Participant's Progress Reports...................................... 6
3.8 Bodily Injury, Property Damage, and Workers' Compensation
Insurance; Indemnification................................................................................ 6
3.9 Rights of Access............................................................................................... 6
3.10 Applicable Laws............................................................................................... 6
3.11 Anti-Discrimination During Construction......................................................... 7
3.12 Taxes, Assessments, Encumbrances, and Liens................................................. 7
3.13 Prohibition Against Assignment and Transfer................................................... 7
3.14 Security Financing; Right of Holders................................................................ 9
3.14.1 Permitted Encumbrances. ...................................................................... 9
3.14.2 Holder Not Obligated to Construct Improvements. ................................ 9
3.14.3 Notice of Default to Mortgage, Deed of Trust or Other Security
Interest Holders; Right to Cure.............................................................. 9
3.14.4 Right of Agency to Cure Mortgage, Deed of Trust, or Other
Security Interest Default...................................................................... 10
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3.15 Right of Agency to Satisfy Liens ...................................................................P,�e
3.16 Release of Construction Covenants................................................................. 11
4.0 USES OF THE SITE.................................................................................................. 11
4.1 Use of the Site ................................................................................................ 11
4.2 Maintenance of the Site................................................................................... 12
4.3 Obligation to Refrain from Discrimination...................................................... 12
4.4 Form of Nondiscrimination and Nonsegregation Clauses................................ 12
4.5 Effect and Duration of Covenants ................................................................... 13
5.0 DEFAULTS AND REMEDIES.................................................................................. 14
5.1 Defaults--General ........................................................................................... 14
5.2 Legal Actions ................................................................................................. 14
5.2.1 Institution of Legal Actions. .............................................................. 14
5.2.2 Applicable Law................................................................................... 14
5.2.3 Acceptance of Service of Process........................................................ 14
5.3 Rights and Remedies are Cumulative.............................................................. 15
5.4 Notice of Default; Damages............................................................................ 15
5.5 Specific Performance As Participant's Exclusive Remedy............................... 15
5.6 Attorney's Fees ............................................................................................... 15
5.7 Termination.................................................................................................... 16
5.7.1 Agency's Right to Terminate. .............................................................. 16
5.7.2 Participant's Right to Terminate........................................................... 17
6.0 SPECIAL PROVISIONS ........................................................................................... 17
6.1 Construction Costs for Project, Agency Assistance. ........................................ 17
6.1.1 Payment and Billing Procedures.......................................................... 17
6.1.2 Budget and Program Changes.............................................................. 18
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6.1.3 Periodic Reports.................................................................................ftwe
6.1.4 Return of Unexpended Agency Assistance Funds................................ 18
6.2 Participant's Accountability System; Annual Report. ...................................... 18
6.3 Affordable Units. ............................................................................................ 19
6.4 Relocation ...................................................................................................... 20
6.5 Agreement Containing Covenants................................................................... 20
7.1 Indemnification............................................................................................... 21
7.2.1 Minimum Scope of Insurance. Coverage shall beat least as
broadas:.............................................................................................. 21
7.2.2 Minimum Limits of Insurance. Participant shall maintain limits
noless than: ........................................................................................ 22
8.0 GENERAL PROVISIONS ......................................................................................... 24
8.1 Notices, Demands and Communications Between the Parties.......................... 24
8.2 Nonliability of City and Agency Officials and Employees; Conflicts of
Interest............................................................................................................ 24
8.3 Enforced Delay; Extension of Times of Performance...................................... 24
8.4 Inspection of Books and Records.................................................................... 25
8.5 Interpretation.................................................................................................. 25
8.6 Entire Agreement, Waivers, and Amendments................................................ 25
8.7 Consent; Reasonableness................................................................................ 26
8.8 Counterparts................................................................................................... 26
8.9 Successors...................................................................................................... 26
8.10 Further Assurances ......................................................................................... 26
8.11 Severability..................................................................................................... 26
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ATTACHMENTS Page
1 Site Map
2 Legal Description of Site
3 Scope of Development
4 Schedule of Performance
5 Regulatory Agreement and Declaration of Covenants and Restrictions
6 Certificate of Completion
7 Release of Construction Covenants
627/OW90 0012
69989 02 a12/04/01 (iv)
OWNER PARTICIPATION AGREEMENT
THIS OWNER PARTICIPATION AGREEMENT ("Agreement") is made and entered
into as of the _ day of , 2001 ("Effective Date"), by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate
and politic ("Agency"), and PS APARTMENTS, LLC, a California limited liability corporation
(collectively "Participant").
1.0 PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to effectuate the Redevelopment Plan for the Project
Area by improving the Site within the Project Area as well as to assist in providing adequate
housing affordable to low income households within the City of Palm Springs ("City"). The
development of the Project on the Property within the Project Area and the fulfillment generally
of this Agreement are in the best interests of the City and the welfare of its residents and are in
accordance with the public purposes and provisions of applicable federal, state, and local laws
and regulations, under which the Project has been undertaken and is being assisted.
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 M. (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 in the Redevelopment Project Area providing for the development of property 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 developed,
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 term "Affordable Units" shall mean up to sixteen (15) rental apartment dwelling
units in the Project that are covenanted for affordability, use, and occupancy under the
Agreement Containing Covenants, the actual number of which shall be based on the following
calculation: One (1) Unit shall be covenanted for each increment of ten thousand dollars
($10,000.00), or each portion thereof, of Agency Assistance provided by Agency hereunder up to
a maximum of one hundred fifty thousand dollars ($150,000.00), based on the terms and
conditions of this Agreement and the Agreement Containing Covenants, including Section 6.3
herein.
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
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.
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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 "Approved Project Plans and Permits" shall mean, collectively, the
approved Development Project Plan referred to in Section 3.4, the approved final building plans
referred to in Section 3.4, and all other permits and approvals required and issued for the Project
as referred to in Section 3.5.
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 City
is not a party to this Agreement and shall have no rights or obligations hereunder.
The term "CRL" shall mean the Community Redevelopment Law of the State of
California, codified at Health and Safety Code Section 33000 et sec .
The term "Effective Date" shall mean the latest of the dates set next to the signatures of
the parties hereto, after all the parties hereto have signed this Agreement, which latest date shall
be inserted into the preamble to this Agreement.
The term "Eligible 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 "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 PS APARTMENTS, a California limited liability
corporation, having their offices at 4197 Brockton Avenue, Riverside, California 92501, and any
permitted successors or assignees of Participant as provided herein. Participant has represented
to Agency that it is the fee owner of the Site. Accordingly, Participant qualifies as an "Owner
Participant" within the meaning of the Redevelopment Plan and the California Community
Redevelopment Law (Health & Safety Code §33000 et se ). 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 "Participant Expenditure" shall have the meaning ascribed at Section
6.1.1(a) herein.
The term "Project" shall mean the rehabilitation of the rental apartment complex at the
Site which contains sixteen (16) units, of which up.to fifteen (15) units shall be the Affordable
Units, related interior and exterior improvements, all designed and constructed in a manner so as
to be architecturally compatible with the existing neighborhood as well as functionally efficient
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in the areas of access, parking, security, and amenities, as more specifically described in the
Scope of Development at Attachment No. 3 herein. One (1) unit shall be the resident manager
unit. The Affordable Units shall be restricted in accordance with the terms of this Agreement
and the Agreement Containing Covenants.
The term "Redevelopment Plan" shall mean the Redevelopment Plan for Project Area
#9 which was adopted on December 29, 1988 by the City Council of the City by Ordinance No.
1321. The Redevelopment Project has been amended twice, on December 21,1994 by Ordinance
No. 1496, and on May 31, 2000 by Ordinance 1584. The amendment effectuated by Ordinance
No. 1584 merged Project Areas within the City, including Redevelopment Project Area #9
pursuant to Article 16, Section 33485 et seq. of the Health and Safety Code, and the new Project
Area is now known collectively as the "Merged Redevelopment Project Area #1". The
Redevelopment Plan is scheduled to terminate on December 29, 2028. The Redevelopment Plan
is incorporated herein by this reference and is made a part hereof as though fully set forth herein.
The term 'Release of Construction of Covenants" shall mean the Release in the form
attached as Attachment No. 6.
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 four (4) four-plexes
located on approximately .88 acres gross, in the Project Area, located at 556 & 594 Chuckwalla
Road and 555 & 585 Cottonwood Road, 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.
The term "Units" shall mean sixteen (16) rental apartment dwelling units on the Site, up
to fifteen (15) of which shall be the Affordable Units, based upon the provisions of Section 6.3
herein.
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, is the
owner of fee title to the Site, as confirmed by a current property title report of the Site, which
Participant shall submit to Agency within the time set forth in the Schedule of Performance.
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
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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 rehabilitation. It
shall be the further responsibility of 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
development.
3.3 Evidence of Financial Capability
Within the time set forth in the Schedule of Performance, Participant shall submit to
Agency's Executive Director evidence reasonably satisfactory to the Executive Director that
Participant has the financial resources and commitments necessary for the development of the
Project in accordance with this Agreement ("Evidence of Financial Capability"). Participant's
complete submittal of the Evidence of Financial Capability shall include one or more of the
following as reasonably required by Agency's Executive Director:
(i) A copy of the commitment or commitments obtained by Participant to
assist in financing the Project, including construction and take-out financing, and a preliminary
tax credit reservation or carry-over allocation (if applicable). All copies of commitments
submitted by Participant to Agency shall be certified by Participant to be true and correct copies
thereof. Each commitment for financing shall be in such form and content reasonably acceptable
to the Executive Director as reasonably evidences a firm and enforceable commitment, with only
those conditions which are standard or typical for similar lenders involved for similar projects.
(ii) If the total costs of that portion of the Project to be paid by Participant
exceeds the amount of financing commitments received pursuant to subparagraph (i) of this
Section 3.3, Participant shall provide to Agency documentation reasonably satisfactory to
Agency's Executive Director to demonstrate that Participant has adequate specific, and
identifiable funds committed to cover the difference, including working capital for a period of
not less than twelve (12) months after the scheduled date for completion of construction.
If the Executive Director shall disapprove such Evidence of Financial Capability, he or
she shall do so by written notice to Participant stating the reasons for such disapproval within ten
(10) business days following the Executive Director's receipt of Participant's complete submittal.
Participant shall have thirty (30) days within which to cure any deficiencies noted in the written
notice, unless a longer period of time is agreed upon in writing by the parties hereto prior to the
expiration of such thirty (30) day period.
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In addition, as part of Participant's submittal the Evidence of Financial Capability, the
Executive Director may require a project pro forma reflecting adequate cash flow and showing
revenues, expenses, debts, etc.
3.4 Development Project Plan.
Concurrently with the approval of this Agreement, the Agency has approved the
Participant's basic concept drawings. On or before the date set forth in the Schedule of
Performance, Participant shall submit to the City final drawings and specifications for
development of the Project in accordance with the Scope of Development described at
Attachment No. 3, and all in accordance with the City's requirements ("Development Project
Plan"). The term final drawings shall be deemed to include site plans, building plans and
elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a
description of structural, mechanical, and electrical systems, and all other plans, drawings and
specifications. Final drawings will be in sufficient detail to obtain a building permit. Said plans,
drawings and specifications shall be consistent with the Scope of Development and the various
development approvals referenced hereinabove, except as such items may be amended by City
(if applicable) and by mutual consent of Agency and Participant. Plans, (concept and
construction) shall be progressively more detailed and will be approved if said plans are a logical
evolution of the plans, drawings or specifications previously approved by the Agency.
3.5 Other City and Governmental Agency Permits.
Before commencement of any 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 preparing
and developing the Site and constructing all improvements thereon 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 Construction Schedule: Participant's Progress Reports
Within the time set forth in the Schedule of Performance, Participant shall furnish to the
Agency Executive Director a construction schedule indicating completion dates for each portion
of work for the Project in accordance with the requirements of the Schedule of Performance
("Construction Schedule"). Subject to Section 8.3, all revisions to the construction schedule
shall be approved in advance in writing by Agency's Executive Director. Subject to Section 8.3
herein, Participant shall begin, continue, and complete the construction required of it within the
times set forth in the Construction Schedule and the Schedule of Performance. Once
construction is commenced, it shall be diligently and continuously pursued to completion and
shall not be abandoned for more than twenty (20) consecutive days, except when delays are due
to causes beyond the reasonable control and without the fault of Participant, as set forth in
Section 8.3 herein. Prior to issuance of the Release of Construction Covenants, Participant shall
keep Agency informed of the progress of Participant's construction of the Site upon request of
Agency.
3.8 Bodily Injury. Property Damage, and Workers' Compensation Insurance:
Indemnification
During construction and for a period terminating on December 29, 2028 following the
date of recordation of the Agreement Containing Covenants, Participant shall conform to the
indemnification and insurance set forth in Section 7.0.
3.9 Rights of Access
Prior to the issuance of the Release of Construction Covenants, 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 Project. 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 of the 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.
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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.
Until the date Participant is entitled to the issuance by Agency of Release of Construction
Covenants Participant (a) 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 (b) shall remove or
have removed any levy or attachment made on the Site, or assure the satisfaction thereof, within
a reasonable time, but in any event prior to a sale thereunder.
Nothing herein contained shall be deemed to prohibit 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, prior to Agency's issuance of the Release of Construction Covenants
with respect to the Site, as provided in Section 3.16 herein, 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.
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(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.
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 fights and obligations hereunder shall be as set forth in
Section 3.14.
The restrictions of this Section shall terminate upon Agency's issuance of the Release of
Construction Covenants.
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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 before Agency's
issuance of the Release of Construction Covenants but only for the purpose of securing loans of
funds to be used for the construction of improvements on the Site (including both construction
and permanent financing), and any other expenditures necessary and appropriate to acquire,
lease, or develop the Site under this Agreement. Prior to Agency's issuance of the Release of
Construction Covenants, Participant shall not enter into any such conveyance for financing
purposes without the prior written consent of Agency's Executive Director, which consent shall
be given if such conveyance is for the purposes permitted herein and is given to a financial or
lending institution or other reasonably acceptable person or entity capable of performing or
causing to be performed Participant's obligations under this Agreement, including without
limitation entities owned or controlled by Participant, a pension fund, insurance company, or real
estate investment trust. Any disapproval shall be in writing and state the reasons therefor.
Failure of Agency to disapprove of such lender within ten (10) days after notice to Agency shall
be deemed as approval of that specific request for consent of Agency. If, after and despite
Participant's exercise of reasonable diligence to obtain Agency's approval, the Exe�uhve Director
disapproves the identity of Participant's proposed lender or the terms and conditions of the loan
in accordance with the terms hereof, Participant's time for commencement and completion of
construction of the Project or such portion thereof which was to have been financed by such
lender shall be extended under the Schedule of Performance for that period of time (not to
exceed one hundred twenty (120) days) during which Participant is diligently proceeding to
procure acceptable alternative financing and submit evidence of such financing to the Executive
Director. Agency further agrees to amend the terms of this Agreement if reasonably requested
by an approved lender, provided that Agency's rights and remedies hereunder are not materially
adversely affected; provided, however, that the foregoing is not intended to restrict or limit the
Agency's legislative discretion.
3.14.2 Holder Not Obligated 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.
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
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BRA Y17
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. Any such
holder properly completing such improvements shall be entitled upon written request made to the
Agency, to a Release of Construction Covenants from Agency.
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 prior to the issuance by Agency
of the Release of Construction Covenants for the Site, Agency may cure the default prior to
completion of any foreclosure. In such a-em, 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
Prior to the issuance by Agency of the Release of Construction Covenants for the Site,
and 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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3.16 Release of Construction Covenants
Upon Participant's satisfactory completion of construction of the Project, Agency,
within the time set forth in the Schedule of Performance, shall furnish Participant with a Release
of Construction Covenants upon written request therefor by Participant. Such Release of
Construction Covenants shall be in a form so as to permit recordation in the Office of the
Recorder of the County of Riverside as set forth in Attachment No. 6.
The Release of Construction Covenants shall be, and shall so state, a conclusive
determination of satisfactory completion of the construction of the Project and of full compliance
with the terms of this Agreement relating to such construction. After the date Participant is
entitled to the issuance of the Release of Construction Covenants, and notwithstanding any other
provisions of this Agreement to the contrary, any party then owning or thereafter purchasing,
leasing, or otherwise acquiring any interest in the Site shall not (because of such ownership,
purchase, lease, or acquisition) incur any obligation or liability under this Agreement for which
such Release of Construction Covenants is issued, except that such party shall be bound by the
covenants that survive the issuance of the Release of Construction Covenants, including the
covenants contained in Sections 4.1 through 4.5 herein, inclusive, and the surviving covenants
set forth in the Agreement Containing Covenants in accordance therewith.
Agency shall not unreasonably withhold the Release of Construction Covenants.
If Agency refuses or fails to furnish the Release of Construction Covenants after written request
from Participant, Agency shall, within fifteen (15) days after such written request, provide
Participant with a written statement of the reasons Agency refused or failed to furnish such
Release of Construction Covenants. The statement shall also contain Agency's opinion of the
action Participant must take to obtain such Release of Construction Covenants. If the reason for
such refusal is confined to the immediate availability of specific items or materials for
landscaping, Agency shall issue its Release of Construction Covenants upon the posting of a
cash deposit or an irrevocable letter of credit in favor of Agency in an amount representing the
fair value of the work not yet completed and in a form reasonably acceptable to Agency's
attorney.
A Release of Construction Covenants is not a notice of completion as referred to
in California Civil Code Section 3093.
4.0 USES OF THE 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 the
Approved Project Plans and Permits, this Agreement, or the Agreement Containing Covenants,
whichever is the most restrictive.
4.1.2 From the date of issuance of the Release of Construction Covenants 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
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or appropriate endorsements of insurance or certificates of insurance as set forth in Section 7.0
herein.
4.1.3 In 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 five (5) 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 first class condition and repair, free of
rubbish, debris and other hazards to persons using the same, and in accordance with all
applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and
agencies having jurisdiction over the 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 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 Obligation to Refrain from Discrimination
There shall be no discrimination against, or segregation of, any persons, or group of
persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry
in the 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 Nonsegregation 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
627/0140840012 69989.02 a12/04/01 - 12 _
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."
4.4.2 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:
"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 o. 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 tenants, lessees, sublessees, subtenants,
or vendees in the land herein leased."
4.4.3 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 and Duration of Covenants
After issuance of the Release of Construction Covenants with regard to the Site, all of the
terms, covenants, agreements, or conditions set forth in Article III of this Agreement shall cease
and terminate. Thereafter, the only terms, covenants, and conditions to survive shall be those set
forth in the Agreement Containing Covenants Affecting Real Property, this Article 4.0, and the
provisions in Articles 1.0, 2.0, 3.0, 5.0 and 8.0 applicable to the interpretation and enforcement
of such matters, which terms, covenants, and conditions shall survive as herein stated.
Agency is deemed a beneficiary of the terms and provisions of this Agreement and of the
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
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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 constitutes 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.
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.
5.2.2 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
5.2.3 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
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or in such other manner as may be provided by law, and shall be valid whether made within or
without the State of California.
5.3 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
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 Attorneys 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.
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5.7 Termination
5.7.1 Agency's Right to Terminate.
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
ii. Participant modifies, without Agency's prior written consent, the approved
final building plans, or other of the Approved Project Plans and Permits as set forth in Sections
3.4 and 3.5 herein; or
iii. Participant does not timely submit complete applications for all permits
for the Project in accordance with Sections 3.4 and 3.5 herein; provided that nothing herein shall
be construed as a representation or warranty by Agency that Agency or City will approve any of
such items; or
iv. Participant does not timely submit a complete Evidence of Financial
Capability submittal in accordance with Section 3.3 herein; or
V. Participant does not timely submit to Agency Executive Director the
required evidence of insurance in accordance with Section 3.8 herein; or
vi. Participant does not timely commence or complete the Project in
accordance with Section 3.7 herein; or
vii. 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
viii. Participant fails to timely submit a complete submittal of Participant's
monitoring compliance system in accordance with Section 6.2 herein; or
ix. Participant is in material default of any of the terms, covenants, and
conditions of this Agreement or the Agreement Containing Covenants following expiration of
any applicable cure period.
In the event of termination under this Section 5.7.1, neither party shall have any further
rights or obligations against the other (except Agency shall reserve its rights under Sections 5.1-
5.5, inclusive, if Agency is not in default).
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5.7.2 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 within 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 Construction Costs for Project. Agency Assistance.
Agency shall assist Participant in the construction of the Project by paying two-thirds
(2/3) 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; provided that the Agency
shall not be obligated to expend more than twice the amount of the Participant Expenditure, as
defined at Section 6.1.1(a) below, up to the maximum Agency Assistance of One Hundred Fifty
Thousand Dollars ($150,000.00) ("Agency Assistance"). In the event that the total of the
Agency Assistance plus the Participant Expenditure is greater than the total cost and fees
required for construction of the Eligible Improvements, the Agency Assistance shall be reduced
by such difference. In the event that the total of the Agency Assistance plus the Minimum
Participant Expenditures is less than the total cost required to pay all of the Eligible
Improvements, Participant shall be responsible for any additional costs required to pay for all of
the Eligible Improvements.
6.1.1 Payment and Billing Procedures.
Upon execution of this Agreement, and after evidence satisfactory to Agency that (1)
Participant requires the Agency Assistance to implement the Project, (2) the Agency's fiscal
interests will be protected, and (3) Participant has caused improvements to be made to the Site in
an amount equal to at least the Participant Expenditure, as defined immediately below, the
Agency shall provide Participant with payment of that portion of the Agency Assistance as
reflected on any invoice submitted to Agency and approved by the Executive Director, or his or
her designee, to pay for the construction of any Eligible Improvement. The Agency Assistance
shall be disbursed based upon the following limitations:
(a) Participant shall be required to spend at least one third (1/3) of the
total cost for the construction of the Eligible Improvements
("Participant Expenditure"), as confirmed by invoices, cancelled
checks and reports, as required by the Executive Director,
submitted by Participant to Agency describing the improvements
to the Site and amounts paid by Participant therefor. Specifically,
for each increment of$10,000, or each portion thereof, of Agency
Assistance provided by Agency, Participant shall be required to
show expenditures of $5,000 for the construction of Eligible
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Improvements. No Agency Assistance payments shall be made to
Participant unless and until Participant provides the Executive
Director with the documentation described in this Section
confirming that Participant has caused to be made the
improvements at a value equal to at least the Participant
Expenditure.
(b) Costs incurred in violation of any of the terms of this Agreement,
or prior to any required approval of changes herein, will not be
accepted.
(c) All requests for Agency Assistance, quarterly reports, and other
documents shall be signed and dated by Participant's authorized
signatory.
(d) Any previous payment of Agency Assistance shall have been used
to begin and diligently pursue construction of the Eligible
Improvement(s) within twenty (20) days of the date paid by
Agency.
6.1.2 Budget and Program Changes.
No changes shall be made in the distribution of Agency Assistance as herein approved
without express prior written approval of the Agency. The Agency shall be informed of, and
must approve, all program changes prior to Participant making the change. The Agency shall
approve the forms for requesting program changes. Without prior written approval of the
Agency, no portion of the Agency Assistance shall be used for any purposes other than for the
payment of constructing the Eligible Improvements, as described at Section 6.1.
6.1.3 Periodic Reports.
Unless otherwise specified, within fifteen (15) days after the end of each quarter,
Participant shall submit to Agency a quarterly progress report, including a breakdown of Agency
Assistance. Such quarterly reports shall demonstrate to the satisfaction of the Agency reasonable
progress in accomplishing the Project. Within thirty (30) working days after the completion of
the Project, 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.
6.1.4 Return of Unexpended Agency Assistance Funds.
Participant agrees to return to the Agency all unexpended Agency Assistance, as set forth
at Section 6.1 herein, and to relieve the Agency of any further obligation under this Agreement.
6.2 Participant's Accountability ystem; Annual Report.
6.2.1 Within the time set forth in the Schedule of Performance, Participant, at no
expense to Agency, shall develop, and obtain Agency Executive Director's reasonable approval
627/0140940012
69989 02 al2/04/01
of, and shall thereafter maintain, a system to monitor compliance with the affordability
requirements set forth in the Agreement Containing Covenants. Participant, following approval
of the monitoring system by Agency's Executive Director, shall maintain the monitoring
compliance system for the period of the affordability covenant set forth in the Agreement
Containing Covenants.
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, 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 Code Section 33418 and
has familiarized itself with the reporting requirements contained therein.
6.2.3 Participant and Agency acknowledge and agree that Agency is required to
monitor the affordability of units in the Project and must verify the information contained in each
annual report prepared by Participant in accordance with Health & Safety Code Section 33418
and submitted to Agency. Therefore, Participant shall submit with each annual Section 33418
report an audited statement prepared at Participant's cost and certified by Participant's financial
officer verifying the information in that Section 33418 report.
6.3 Affordable Units.
In exchange for each increment of Ten Thousand ($10,000.00), or each portion thereof,
of Agency Assistance provided by Agency under 6.1 and 6.1.1(a), Participant agrees to restrict
the affordability, use, and occupancy of one (1) additional Unit up to a maximum of fifteen(15)
Units in accordance with this Agreement and the Agreement Containing Covenants. Thus, upon
completion of the Project, Agency, by provision of the Agency Assistance, shall have assured the
affordability, use, occupancy, and other restrictions applicable to the Affordable Units and the
Site as set forth in this Agreement and in the Agreement Containing Covenants. The following
examples, which are provided for illustration purposes only, show the method of calculating the
number of Affordable Units.
Example No. 1: Total cost of constructing Eligible Improvements is $225,000.
Participant's contribution (or the Participant Expenditure) is $75,000 (1/3 of total
cost of Eligible Improvements). Participant is entitled to Agency Assistance of
$150,000. The number of Affordable Units shall be 15 ($150,000/$10,000)
Example No. 2: Total cost of constructing Eligible Improvements is $300,000.
The Participant Expenditure is $150,000 because maximum Agency Assistance is
$150,000. Total Affordable Units is 15.
627/0140840012 _ 19 _
69989 02.12/04/01
e�� - 7
Example No. 3: Total cost of constructing Eligible Improvements is $180,000.
The Participant Expenditure is $60,000 and Agency Assistance is $120,000, based
on the 2:1 ratio set forth in this agreement. Total Affordable Units is 12.
6.4 Relocation
Should any tenant require temporary relocation during construction of the Project,
Participant represents that it can accomplish any and all such relocation to vacant Units within
the Site, which Units are available, and shall be provided to any and all such displaced tenants
with minimum hardship to those affected. Participant agrees that it shall provide any relocation
assistance required pursuant to Health and Safety Code sections 33410 et. sec , and agrees that
Agency shall in no event be responsible to provide any relocation assistance, whether in payment
or in kind. Any payment of relocation assistance provided by Participant hereunder shall not be
included as part of the Participant Expenditure for the purpose of calculating the Agency
Assistance under Sections 6.1 and 6.1.1 (a) above. Additionally, Participant warrants that it shall
provide the following to any eligible tenants required to be relocated:
(a) Fair and reasonable relocation payments; and
(b) A relocation assistance program, which shall be available to
eligible tenants and describe available assistance, benefits, policies,
practices and procedures, including grievance procedures provided
in the State Guidelines, at California Code of Regulations, title 25,
sections 6000 et. sec ; and
(c) Comparable replacement housing sufficient in number, size and
cost for eligible tenants, based upon a recent survey and analysis of
the needs of such tenants; and
(d) Adequate accommodations made to assure orderly, timely and
efficient relocation of eligible tenants to comparable housing,
without regard to such tenants' race, color, religion, sex, marital
status or national origin.
Participant agrees that the indemnification provisions of Section 7.1 herein shall
specifically apply to Participant's obligations to provide relocation benefits to any tenant
claiming a right to such benefits.
In the completed Project, Participant shall bear all relocation expenses for ineligible
tenants that have rented Affordable Units and tenants renting Affordable Units admitted but later
found to exceed the income levels identified in the Agreement Containing Covenants, to the
extent such tenants are eligible for relocation assistance.
6.5 Agreement Containing Covenants.
Concurrently with the issuance of building permits for the Project or any portion thereof,
the Participant shall execute, within the time set forth in the Schedule of Performance, Agency
shall record against the entire Site the Agreement Containing Covenants. Each and every term,
627/014084-0012
69989.02 a12/04/01 - 20 -
edfd AW;T
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
7.1 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 indemnification
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.
7.2 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.
7.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as:
(a) Commercial General Liability insurance to include products and
completed operations, contractual, independent contractors, broad
form property damage, fire, legal, and personal injury.
(1) Comprehensive Automobile Liability insurance to
include all autos owned, hired, and non-owned.
(2) "Builder's Risk Property Insurance" to include
Participant's improvements and betterment; and following construction
but prior to Agency's disbursement of the Agency Assistance hereunder,
Participant shall provide All Risk Property insurance to include
Participant's improvements and betterment (continuously for the
duration of this Agreement).
627101Q840012 - 21 -
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em AQP
(b) 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:
(a) Commercial General Liabilitv: One Million Dollars ($1,000,000)
combined single limit per occurrence for bodily injury, personal
injury, and property damage.
(b) Automobile Liability: Five Hundred Thousand Dollars ($500,000)
combined single limit per occurrence for bodily injury and
property damage.
(c) All Risk Property: Following construction of the Project, ninety
(90%) percent of the replacement value of the building(s) on the
Property and Participant's improvement and betterment.
(d) Workers' Compensation and Employers' 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.
7.2.4 Other Insurance Provisions.
The policies are to contain, or be endorsed to contain, the following provisions:
(a) 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.
(b) Property Coverage (and Builder's Risk) If Inclusive. Agency shall
be named as a loss uayee on the policies and any settlement will
accordingly include the Agency on the draft or check.
627/0140840012 69989 02.12/04/01 - 22 _
e�� r3- 3b
(c) 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.
(d) All Coverage.
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
627/014o84-0012 - 23 -
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eof4 4. 31
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 92612-1009
Attn: David J. Aleshire
To Participant: PS Apartments, LLC
4197 Brockton Avenue
Riverside, California 92501
Attn: Donald &Nita Helmick
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.
8.2 Nonliability of City and Agency Officials and Employees: 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,
627/014094-0012 - 24 -
6998902.12/04/01
em �3. 3
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
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.
8.4 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 Sec-etary.
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 books and records within the County of Riverside. 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 602.3 of this Agreement.
8.5 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply. The Section
headings are for purposes of convenience only, and shall not be construed to limit or extend the
meaning of this Agreement.
8.6 Entire Agreement, Waivers, and Amendments
This 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.
627/014084-0012 - ZS -
69989.02 M 2/04/01
d0fif �� ��
8.7 Consent: Reasonableness
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 Severability
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 exhibits attached)
6271014084-0012 - 26 -
69989 02 al2/04/01
et.i A• 3 y
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
Effective Date.
"AGENCY
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM
SPRINGS
By:
Chairman
ATTEST:
Assistant Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
"PARTICIPANT"
PS APARTMENTS, LLC, a California limited
liability corporation
Donald Helmick
Nita Helmick
627/0140840012 _ 27
69989.02 a12/04/01
G'�i9 �3- 3a-
ATTACHMENT NO. 1
SITE MAP
[SEE NEXT PAGE]
627/014084-0012
69989.02 a12/04/01 '1-
�,tA 03 . 3E
[REPLACE THIS PAGE WITH SITE MAP]
627/0140840012 _
69989.02.12/04/01 - 2
eed A•3?
ATTACHMENT NO. 2
LEGAL DESCRIPTION OF SITE
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
RIVERSIDE, CITY OF PALM SPRINGS, DESCRIBED AS FOLLOWS:
555 E COTTONWOOD RD, APN 507-023-006
LOT 31 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18'
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
556 E. CHUCKWALLA RD, APN 507-023-009
LOT 34 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS,-
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
585 E COTTONWOOD RD, APN 507-023-016
LOT 32 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416, JANUARY 7, 1937 IN BOOK 310 PAGE 38, JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108, RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS
627/014084-0012 _ 1
69999 02.12/04/01
eim - 3 $
594 E. CHUCKWALLA RD, APN 507-023-017
LOT 33 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED TUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
627/014084-0012 69989.02.12/04/01 - 2 _
Chod Abo
ATTACHMENT NO. 3
SCOPE OF DEVELOPMENT
Participant shall construct the Project in accordance with the approvals granted to it by the City
and include the following Eligible Improvements:
555 Cottonwood
Unit 1 Unit 2
Replace Flooring Replace Flooring
Paint Interior Replace Stove& Oven
Replace Stove& Oven Replace Blinds
Service Air Conditioning Install New Kitchen Sink
Replace Blinds Install New Bathroom Faucet
Install New Kitchen Sink Install New Bathroom Vanity
Install New Bathroom Vanity Install New Air Conditioner
Install New Bathroom Faucet
Unit 3 Unit 4
Replace Flooring Replace Flooring
Paint Interior Replace Stove& Oven
Replace Stove & Oven Replace Blinds
Service Air Conditioning Install New Kitchen Sink
Replace Blinds Install New Bathroom Faucet
Install New Kitchen Sink Install New Bathroom Vanity
Install New Bathroom Vanity Service Air Conditioning
Install New Bathroom Faucet Paint Interior
Exterior Improvements include landscaping and a new roof.
627/0140840012 _ 1
69989.02 a]2/04/O1
585 Cottonwood
Unit 1 Unit 2
Replace Flooring No Work Scheduled
Paint Interior
Replace Stove & Oven
Service Swamp Cooler
Replace Blinds
Install New Kitchen Sink
Install New Bathroom Vanity
Install New Bathroom Faucet
Unit 3 Unit 4
Replace Flooring Install New Air Conditioner
Paint Interior
Replace Stove& Oven
Service Air Conditioning
Replace Blinds
Install New Kitchen Sink
Install New Bathroom Vanity
Install New Bathroom Faucet
Exterior Improvements include landscaping and a new roof.
627/0140940012 _
69989.02 a12/041O1 - 2
Clod 4#-P/
556 Chuckwalla
Unit 1 Unit 2
Replace Flooring Replace Flooring
Paint Interior Replace Stove& Oven
Replace Stove & Oven Replace Blinds
Service Air Conditioning Install New Kitchen Sink
Replace Blinds Install New Bathroom Faucet
Install New Kitchen Sink Install New Bathroom Vanity
Install New Bathroom Vanity Install New Air Conditioner
Install New Bathroom Faucet
Unit 3 Unit 4
Replace Flooring Replace Flooring
Paint Interior Replace Stove& Oven
Replace Stove& Oven Replace Blinds
Service Air Conditioning Install New Kitchen Sink
Replace Blinds Install New Bathroom Faucet
Install New Kitchen Sink Install New Bathroom Vanity
Install New Bathroom Vanity Install New Air Conditioning
Install New Bathroom Faucet Paint Interior
Exterior Improvements include landscaping and a new roof.
627/0140840012 _ 3
69989.02.12/04/01
594 Chuckwalla
Unit 1 Unit 2
Replace Flooring Replace Flooring
Paint Interior Replace Stove& Oven
Replace Stove & Oven Replace Blinds
Install New Air Conditioning Install New Kitchen Sink
Replace Blinds Install New Bathroom Faucet
Install New Kitchen Sink Install New Bathroom Vanity
Install New Bathroom Vanity Install New Air Conditioner
Install New Bathroom Faucet Paint Interior
Unit 3 Unit 4
Replace Flooring Replace Flooring
Paint Interior Service Air Conditioning
Replace Stove & Oven
Install New Air Conditioning
Replace Blinds
Install New Kitchen Sink
Install New Bathroom Vanity
Install New Bathroom Faucet
Install New Heater
Exterior Improvements include landscaping and a new roof.
627/0140940012 _
69989 02.12/04/01 - 4
G A Y3
ATTACHMENT NO. 4
SCHEDULE OF PERFORMANCE
Item of Performance Time for Performance
1. Agency approves Participant's Basic Concurrent with execution of this Agreement.
Concept Drawings (§ 3.4)
2. Participant executes and delivers to Concurrent with execution of this Agreement.
Agency Agreement and Agreement
Containing Covenants. (§ 6.5)
3. Participant submits evidence of Concurrent with execution of this Agreement.
ownership status to Agency's Executive
Director and obtains approval of same.
(§ 3.1)
4. Agency executes and delivers Agreement Within ten (10) days after performance of Item
Containing Covenants to County No. 1 of this Attachment No. 4 and Agency
Recorder for recordation against the Site. approval and execution of the Owner
(§ 6.5) Participation Agreement.
5. Participant prepares and submits to Within thirty(30) days after the Effective Date.
Agency and City final working drawings
and landscaping plan. (§ 3.4 and 3.5)
6. Agency and City review and approve (or Within thirty(30) days of the date Participant
request corrections of)Participant's final submits final drawings and plans.
drawings and plans. (§ 3.4 and 3.5)
7. Participant makes corrections and Within thirty (30) days of the date Agency or
resubmits final drawings and plans with City returns final drawings and plans to
any revisions required by the Agency(if Participant with requested changes.
applicable). (§ 3.4 and 3.5)
8. Agency and City review and approve or Within thirty (30) days after Participant
disapprove resubmitted final drawings resubmits revised final drawings and plans,
and plans. (§ 3.4. and 3.5)
9. If necessary, Participant resubmits to Within seven (7) days of performance of Item
Agency and City final corrected set of No. 8 of this Attachment No. 4.
site and building plans for the Project.
(§ 3.4 and 3.5)
10. Participant submits required evidence of Within thirty(30) days of the Effective Date of
627/0140840012 _ 5 _
69989 02 a12/04/07
60to 4a VV
insurance to Agency's Executive this Agreement.
Director. (§ 3.8)
11. Participant submits Evidence of Financial Prior to the issuance of building permits for the
Capability. (§ 3.3) Project.
12. Participant obtains building permits for Upon satisfaction of all above conditions set
the Project. (§3.5) forth in this Attachment No. 4.
13. Participant submits Construction Within 30 days of the Effective Date of this
Schedule to Agency's Executive Director Agreement.
indicating completion dates for each
portion of the Project. (§ 3.7)
14. 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)
15. Participant commences construction of Within forty-five (45) days of receipt of
the Project on the Site after obtaining all building permits.
required permits and approvals. (§§ 3.4,
3.5, 3.7).
16. Participant completes Project on the Site Not later than September 30, 2002.
and obtains Agency's Certificate of
Completion. (§§ 3.6, 3.9)
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.
627/0140840012 _
6998902 a 12/04/01 - 6
ATTACHMENT NO. 5
REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND
RESTRICTIONS
ATTACHMENT 5
TO REGULATORY AGR
PAGE I GF 26
le ed 04 ` vi
ATTACHMENT NO. 5
556 & 594 CHUCKWALLA ROAD, 555 & 585 COTTONWOOD ROAD
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL, TO:
PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
(Space Above This Line for Recorder's Office Use Only)
REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS
THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND
RESTRICTIONS ("Agreement") is made and entered into this day of
by and between the PALM SPRIN—JS COMMUNITY REDEVELOPMENT AGENCY, a
public body, corporate and politic ("Agency"), the CITY OF PALM SPRINGS, a municipal
corporation ("City"), and PS APARTMENTS, LLC, a California limited liability corporation
("Owner").
RECITALS :
A. Pursuant to a Owner Participation Agreement by and between Agency and Owner
dated , 2001 (the "DDA"), Agency has provided to Owner financial
assistance in the amount of approximately One Hundred Fifty Thousand ($150,000.00)
(collectively, the "Agency Assistance"), all for the purpose of assisting Owner in the
rehabilitation of a residential apartment complex for rental to very low and low income
households, on that certain real property located in the City of Palm Springs, County of
Riverside, State of California, more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference (the "Site").
B. Pursuant to the OPA, Owner has agreed to rehabilitate and maintain a rental
apartment housing project consisting of sixteen (16) total residential units (including one (1)
resident manager's unit) on the Site, herein collectively referred to as "the Project." The Project
is also referred to in the OPA as the "Project," and is further described in the Scope of
Development attached to the OPA.
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
ATTACHMENT 5
TO REGULATORYAGR
PAGE 2 on 26
e - yto
property most directly affected by this Agreement is depicted in Exhibit `B" attached hereto and
incorporated herein by reference ("Public Parcel").
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
rental apartment housing project available for rental by very low and low income 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 Regulatory Agreement, and that
the terms hereof shall be binding on the Owner and its successors in interest in the Site for so
long as the Regulatory Agreement shall remain in effect.
AGREEMENT :
NOW, THEREFORE, 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 furtherance of a common plan for the improvement and 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.
1. Affordable Low Income Rent. As used in this Agreement, the term
"Affordable 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 sixty percent
(60%) 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. Eligible Tenant. As used in this Agreement, the term "Eligible Tenant"
shall refer to a Low Income Tenant.
4. Riverside County Median Income. For purposes of this Agreement, the
"Riverside County Median Income" shall be determined by reference to the regulations
published by the California Department of Housing and Community Development pursuant to
Health and Safety Code Section 50093, or its successor.
ATTAC h ENT 5
TO REGULATORY AGR
PAGE 3 or 26
� im ;w st
5. 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.
6. Project 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.
7. 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.
8. Unit. As used in this Agreement, the term "Unit" shall refer to any of the
sixteen (16) residential units reserved for Eligible Tenants or the Resident Manager.
B. RESIDENTIAL RENTAL PROPERTY. The Owner hereby agrees that the
Project is to be owned, managed, and operated as a project for low income residential rental
purposes for a term equal to twenty-eight (28) years, commencing upon the date of the
recordation of the Certificate of Completion for the Site in accordance with the DDA (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 was rehabilitated for the purpose of providing very
low and low income 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 several interrelated
buildings or structures, 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 Project. 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 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.
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TO REGULATORY AGR
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djeA 44f
6. Resident Manager. One, and only one, Unit in the Project may be
occupied by a Resident Manager.
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 Units in the Project (excluding the Resident Manager
Unit) shall be restricted to Eligible Tenants and qualified members of the Eligible Tenant's
household.
2. Expiration of Occupancy and Rent Restrictions. The Units shall be
subject to the restrictions contained in this Section C for the Term of this Agreement. All tenants
residing in the 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. After the
expiration of the Term, the rents payable on the Units may be raised to market rates.
3. Rental Rates. Owner hereby agrees to rent Lhose Units occupied by Low
Income Tenants at no greater than Affordable Low Income Rent.
4. Occupancy By Eligible Tenant. A 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 Unit, Owner shall obtain and maintain on file an Income Computation
and Certification form (which form shall be approved in advance by the Agency) from each such
Eligible Tenant dated immediately prior to the date of initial occupancy in the Project by such
Eligible Tenant. 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 requested by the
Agency. A copy of each such Income Computation and Certification shall be filed with the
Agency prior to the occupancy of a Unit by an Eligible Tenant whenever possible, but in no
event more than thirty(30) days after initial occupancy by said tenant.
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PAGE 5 OF 26
c JeA 06 -5o
6. Rental Priority. During the term of this Agreement, Owner shall use its
best efforts to lease vacant 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
"Housing List") of persons who have notified Owner and/or Agency of their desire to rent a
Unit in the Project and who have incomes which would qualify them as an Eligible Tenant, and
Owner shall offer to rent Units on the above-referenced priority basis. Should multiple tenants
be equally eligible and qualified to rent a Unit, Owner shall rent available Units to Eligible
Tenants on a first-come, first-served basis.
7. Renting Vacant Units. When a Unit becomes available as a result of a
tenant vacation, Owner shall rent the Unit to an Eligible Tenant in accordance with the order of
priority set forth in Section C.6.
8. Income Recertification. Immediately prior to the first anniversary date of
the occupancy of a Unit by an Eligible Tenant 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 Unit. In the event the
recertification demonstrate 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. If the occupants upon recertification do not qualify as an Eligible Tenant, then
the occupants' lease shall be terminated in accordance with Section C.9. Owner shall provide
the Agency with a copy of each such recertification with the next submission of Certificate of
Continuing Program Compliance pursuant to Section C.10.
9. Terminating Ineligible Tenant. Upon recertification, if an Eligible Tenant
has become ineligible, Owner shall allow such ineligible tenant to occupy the Unit for a period
of twenty-four (24) months ("Grace Period"). During the Grace Period the rent shall not
increase. If the ineligible tenant becomes an Eligible Tenant upon recertification during the
Grace Period, Owner shall continue to rent the Unit to the Eligible Tenant at the Affordable Rent
of the income category that the Eligible Tenant falls within following recertification. If after the
Grace Period the tenant remains ineligible, the ineligible tenant's lease shall not be renewed and
such tenant shall be required to vacate the Unit.
10. Certificate of Continuing Program Compliance. Upon the issuance of the
Certificate of Completion and annually 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 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 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.
ATTACRAENT 5
TO REGULATORY AGR
PAGE 6 of 26
�� 4 . ��
11. 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.
12. 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.
13. 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.
14. Agency Remedy For Excessive Rent Charge.
a. It shall constitute a default for Owner to charge or accept for a 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. It shall constitute a default for Owner to rent any Unit to a tenant
who is not an Eligible Tenant for the particular Unit pursuant to the rental rate requirements set
forth in Section C.3 of this Agreement. In the event Owner rents a Unit 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 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 Units in
violation of the leasing preference requirements of Sections C.6 of this Agreement. In the event
Owner rents a 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 shall be
required to pay Agency an amount equal to two (2) months of rental charges for the 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
ATTACHWNT 5
TO REGULATORY AGR
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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 SHALL BE THE SOLE MONETARY
DAMAGES REMEDY FOR THE DEFAULTS SET FORTH IN THIS SECTION C.14, BUT
NOTHING IN THIS SECTION C.14 SHALL BE INTERPRETED TO LIMIT AGENCY'S
REMEDY FOR SUCH 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:
15. Section 8 Tenants. Owner shall accept as tenants on the same basis as all
other Eligible Tenants, persons who are recipients of federal certificates for rent subsidies
pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its
successor. Owner shall not apply selection criteria to Section 8 certificate holders that are more
burdensome than criteria applied to all other Eligible Tenants.
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 a first class condition and repair, free of
rubbish, debris and other hazards to persons using the same, and in accordance with all
applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and
agencies having jurisdiction, 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 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.
ATTACfIMENT 5
TO REGULATORY AGE,
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6V A -5 3
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. Tenant Compliance. Owner shall provide any proposed tenants of any
portion of the Site with a copy of this Agreement and shall, prior to entering into any lease
agreement, have the proposed tenant execute an affidavit agreeing to comply with the provisions
of this Agreement. All lease agreements shall be in writing and shall contain provisions which
make compliance with the conditions of this Agreement express covenants of the lease.
4. 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 th;� Regulatory Agreement. Owner shall
pay such costs as are reasonably incurred by Agency or City for such maintenance, including
attorneys' fees and costs.
5. 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 a personal 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 DDA, and any purchaser at any foreclosure
or trustee's sale (as well as any deed or assignment in lieu of foreclosure or trustee's sale) under
any such mortgage or deed of trust shall take title free from any such monetary lien, but
otherwise subject to the provisions hereof; provided that, after the foreclosure of any such
mortgage and/or deed of trust, all other assessments provided for herein to the extent they relate
to the expenses incurred subsequent to such foreclosure, assessed hereunder to the purchaser at
ATTACHMENT5
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0AA 4Bw5V
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 herein below, 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, unlAss 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 Resident Manager shall be designated as
necessary by Owner or Project Manager, with written notice to Agency of the Resident
Manager's name, address and telephone number.
2. Serious Mismana eg ment. 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 Manager. 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 complex 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;
b. Knowingly allowing the tenants to exceed the prescribed
occupancy levels without taking immediate steps to stop such overcrowding;
ATTACHMENT 5
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C. Failing to timely maintain the Project and the Site in the manner
required by this Agreement;
d. Failing to timely submit the reports as required by this Agreement
or failing to submit materially complete reports;
C. Fraud in connection with any document or representation relating
to this Agreement or embezzlement of Project monies; and
f. 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 rules 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 Manager 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 Project as evidenced by
City's issuance of a certificate of occupancy, 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, 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
ATTACHMENT 5
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C WVA 04. VTt
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 Certificate of
Completion 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 witiiout 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.
(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.
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
ATTACHMENT 5
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C �R /goson
time, after thirty (30) days written notice to Owner, procure such insurance and pay the
premiums therefor, in which event Owner shall immediately repay Agency all sums so paid by
Agency together with interest thereon at the maximum legal rate.
I. OBLIGATION TO REPAIR.
1. Obligation to Repair and Restore Damage Due to Casualty Covered by
Insurance. Subject to Section I.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 DDA,
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 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 DDA 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 I.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 I.3, "substantial damage" caused by
a casualty not required to be (and not) covered by insurance shall mean damage or destruction
ATTACHMENT 5
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which is fifty percent (50%) 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 I.3, 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 I.1 above and continue
operation of the apartment complex during the period of repair (if practicable) in accordance
with Section I.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 cumulative basis, except transfers of
such jwnership 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 and operation of the
Project is jeopardized; (ii) the financial credit, strength, and capability of the proposed transferee
to perform Owner'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
ATTACHMENT 5
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PAGE 14 of 26
Id ded 04 0 SM9
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 Regulatory Agreement. 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 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 Certificate of Completion, any mortgage,
deed of trust, sale/lease-back, or other form of conveyance for financing provided that the
principal amount of the loan does not exceed eighty-five percent (85%) of the value of the land
and improvements thereon.
(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.
(f) A transfer of twenty-five percent (25%) or more ownership interest
to a member of the transferor's immediate family, a trust, testamentary or otherwise, in which
immediate family members of the transferor are the sole beneficiaries, or a corporation or
partnership in which the immediate family members or shareholders of the transferor have
controlling majority interest of more than fifty percent (50%).
(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.
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
ATTACIMMM 5
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ev 4 - Go
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:
1. 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. A "major" violation shall be one which affects adjacent property
or the health and safety of persons. Owner may appeal the assessr^enr 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 times, of any other
rights or remedies for the same default or any other default by another party.
L. NONDISCRIMINATION. 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,
ATTACHMENT 5
TO REGULATORYAGR
PAGE 16 OR 26
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 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. INDEMNIFICATION. 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.
O. 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 attorney's fees and costs. Attorney's fees shall include attorney's fees on
any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, including the conducting of discovery.
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 Riverside.
ATTACIMENT 5
TO REGULATORY AGR
PAGE 17 of 26
Q. NOTICE. Any notice required to be given hereunder shall be made in
writing and shall be given by personal delivery, certified or registered mail, postage prepaid,
return receipt requested, at the addresses specified below, or at such other addresses as may be
specified in writing by the parties hereto:
Agency: Palm Springs Community Redevelopment Agency
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
Copy to: Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue, Suite 1050
Irvine, CA 92612
Attn: David J. Aleshire, Esq.
Owner: PS Apartments, LLC
4197 Brockton Avenue
Riverside, CA 92501
Attn: Don&Nita Helmick
The notice shall be deemed given three (3) business days after the date of mailing,
or, if personally delivered, when received.
R. SEVERABII,ITY/WAIVER/INTEGRATION.
I. 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. Inte rg ation. 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.
ATTACH-IMMNT 5
TO REGULATORY AGR
PAGE 18 of 26
U. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall constitute one original and all of which shall be one and the
same instrument.
[END-- SIGNATURES ON NEXT PAGE]
ATTACI WN1'5
M REGULATORY AGR
PAGE 19 GF 26
IN WITNESS WHEREOF, the Agency and Owner have executed this Regulatory
Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on
the date first written hereinabove.
"AGENCY"
PALM SPRINGS COMMUNITY
REDEVELOPMENT AGENCY,
a public body corporate and politic
Date Chairman
ATTEST:
Assistant Secretary
APPROVED AS TO FORM:
BURKE, WILLIAMS & SORENSEN, LLP
Agency Counsel
"OWNER"
PS APARTMENTS, LLC
By:
Date Name:
Title:
Date Name:
Title:
[END OF SIGNATURES]
ATTACIIIdENT5
M REGULATORY AGR
PAGE 20 OF 26
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me, personally
appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
STATE OF CALIFOaNIA )
ss.
COUNTY OF )
On before me, personally
appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in bis/her/their authorized capacity(ies), and that by his/her/their
signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
ATTACHMENT 5
TO REGULATORY AGR
PAGE 21 Gr 26
�/ �� ��
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me, personally
appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me, personally
appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signatures(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
ATTACHMENT 5
TO REGULATORY AGR
PAGE 22 OF 26
(A_
V je, IA 16- 4 I`//
E)=IT "A"
LEGAL DESCRIPTION OF SITE
That certain real property located in the City of Palm Springs, County of Riverside, State of
California, more particularly described as:
555 E COTTONWOOD RD,APN 507-023-006
LOT 31 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416, JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
556 E. CHUCKWALLA RD, APN 507-023-009
LOT 34 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452,AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
585 E COTTONWOOD RD, APN 507-023-016
LOT 32 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416, JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS
EXHIBIT A TO
ATTACHMENT NO.5
PAGE I OF 2
594 E. CHUCKWALLA RD, APN 507-023-017
LOT 33 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
EXHIBIT A TO
ATTACHMENT NO.5
PAGE 2 OF 2
69#4 16 -4 9
ATTACHMENT NO. 6
555 COTTONWOOD, 585 COTTONWOOD, 594 CHUCKWALLA, 556 CHUCKWALLA
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Palm Springs Community Redevelopment Agency
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
(Space Above This Line for Recorder's Office Use Only)
CERTIFICATE OF COMPLETION
WHEREAS, by an Owner Participation Agreement ("Agreement") dated
2001 by and between the PALM SPRINGS COMMUNITY REDEVELOPMENT
AGENCY ("Agency") and PS APARTMENTS, LLC, a California limited liability corporation
(`Owner"), Owner has agreed to rehabilitate a residential development ("Project") on the Site (as
such term is defined in the Agreement); and
WHEREAS, as referenced in the Agreement, Agency shall furnish Owner with a
Certificate of Completion upon completion of construction and development, which release shall
be in such form as to permit it to be recorded in the Official Records of the County Clerk of the
County of Riverside, California; and
WHEREAS, Owner has requested that Agency furnish Owner with the Certificate
of Completion for the Site more particularly described on Exhibit "A" attached hereto and
incorporated herein by reference (the"Site"); and
WHEREAS, the Agreement provided for certain covenants to run with the land,
which covenants were incorporated in the Regulatory Agreement, as those terms are defined in
the Agreement; and
WHEREAS, such Certificate of Completion shall constitute a conclusive
determination by Agency of the satisfactory completion by Owner of the construction and
development required by the Agreement and of Owner's full compliance with the terms of the
Agreement with respect to such construction and development, but not of the Regulatory
Agreement, the provisions of which shall continue to run with the land pursuant to their terms;
and
WHEREAS, Agency has conclusively determined that the construction and
development on the Site required by the Agreement has been satisfactorily completed by Owner
in full compliance with the terms of the Agreement.
NOW, THEREFORE,
- 3 -
eo 7a
1. The improvements required to be constructed have been satisfactorily
completed in accordance with the provisions of said Agreement.
2. This Certificate shall constitute a conclusive determination of satisfaction
of the agreements and covenants contained in the Agreement with respect to the obligations of
the Owner, and its successors and assigns, to construct the improvements and the dates for the
beginning and completion thereof.
3. This Certificate shall not constitute evidence of Owner's compliance with
the Regulatory Agreement, the provisions of which shall continue to run with the land.
4. This Certificate shall not constitute evidence of compliance with or
satisfaction of any obligation of the Owner to any holder of a mortgage or any insurer of a
mortgage, securing money loaned to finance the improvements or any part thereof.
5. This Certificate is not a Notice of Completion as referred to in California
Civil Code Section 3093.
6. Except as stated herein, nothing contained in this instrument shall modify
in any way any other provisions of the Agreement or any other provisions of the documents
incorporated therein.
IN WITNESS WIIEREOF, the Agency has executed this Certificate of
Completion this day of ,
PALM SPRINGS COMMUNITY
REDEVELOPMENT AGENCY, a
public body, corporate and politic
By
Executive Director
71
- 3 - Q
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
- 4 -
dJU 4,71,
ATTACIIMENT NO. 7
RELEASE OF CONSTRUCTION COVENANTS
[SEE FOLLOWING PAGES]
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LA I' �✓ ��
ATTACHMENT NO. 7
RELEASE OF CONSTRUCTION COVENANTS
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
Community Redevelopment Agency of the
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
Attn: Executive Director
(Space Above Line for Recorder's Use)
(Exempt from Recording Fee per Gov.Code§6103)
[Note To Recorder: Record As
Partial Release of Agreement]
RELEASE OF CONSTRUCTION COVENANTS
WHEREAS, PS APARTMENTS, LLC, a California limited liability corporation
(collectively "Participant"), is the owner of fee title to the real property legally described in
Exhibit "A" hereto (the "Property"); and
WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the
"Agreement") dated , 2001, by and between the Participant and the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate
and politic ("Agency"), Participant has redeveloped the Property according to the terms and
conditions of said Agreement; and
WHEREAS, pursuant to Section 3.16 of the Agreement, promptly after completion of all
construction work to be completed by Participant on the Property, Agency shall furnish
Participant with a Release of Construction Covenants upon written request therefor by
Participant; and
WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be
conclusive evidence that Participant has complied with the terms of the Agreement pertaining to
the redevelopment of the Property; and
WHEREAS, Participant has requested that Agency furnish Participant with the Release
of Construction Covenants; and
WHEREAS, Agency has determined that the redevelopment of the Property has been
satisfactorily completed as required by the Agreement;
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c�� - � y
NOW, THEREFORE:
1. As provided in the Agreement, Agency does hereby certify that
redevelopment of the Property has been fully and satisfactorily performed and completed, and
that such redevelopment is in full compliance with said Agreement.
2. This Release of Construction Covenants shall not constitute evidence of
compliance with or satisfaction of any obligation of Participant to any holder of a mortgage, or
any insurer of a mortgage, securing money loaned to finance construction work on the Property,
or any part thereof. Nothing contained herein shall modify in any way any other provision of
said Agreement.
3. This Release of Construction Covenants shall not constitute evidence of
Participant's compliance with those covenants in the Agreement that survive the issuance of this
Certificate, or of the covenants in the Agreement Containing Covenants Affecting Real Property
recorded on , 200. as Instrument No. in the Official
Records of Riverside County.
4. This Release of Construction Covenants is not a Notice of Completion as
referred to in California Civil Code Section 3093.
IN WITNESS WHEREOF, Agency has executed this Certificate as of this _ day of
200 .
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS
By:
Executive Director
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CONSENT TO RECORDATION
PS APARTMENTS, LLC, a California limited liability corporation, as owners of fee title to the
herein described real property, hereby consents to the recordation of the foregoing Release of
Construction Covenants Against the real property herein described.
DON HELMICK, Managing Member
NITA HELMICK
627/0140940012
69989.02 a17104/O1 ���
STATE OF CALIFORNIA )
ss.
COUNTY OF RIVERSIDE )
On before me, _ personally
appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
627/0140840012 _
69989.02.12/04/01 -5
L��� ✓3 .77
STATE OF CALIFORNIA )
ss.
COUNTY OF RIVERSIDE )
On before me, personally
appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
627/014084-0012
69989.02 a12/04/01
CAA �'
EXHIBIT "A"
TO
RELEASE OF CONSTRUCTION COVENANTS
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
RIVERSIDE, CITY OF PALM SPRINGS, DESCRIBED AS FOLLOWS:
555 E COTTONWOOD RD, APN 507-023-006
LOT 31 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
556 E. CHUCKWALLA RD, APN 507-023-009
LOT 34 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108,RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS,
585 E COTTONWOOD RD, APN 507-023-016
LOT 32 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE, GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416, JANUARY 7, 1937 IN BOOK 310 PAGE 38,JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108, RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS
627/014084-0012
69989.02 a12/04/01 V Ad 41,.o 7�
594 E. CHUCKWALLA RD, APN 507-023-017
LOT 33 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN BOOK 18
PAGE 91 OF MAPS, RIVERSIDE COUNTY RECORDS;
EXCEPTING THEREFROM ANY AND ALL DEPOSITS OF OIL, GAS, OR OTHER HYDROCARBON,
MINERAL, OR KINDRED SUBSTANCES, AND ALL WATER UNDERLYING THE HEREIN DESCRIBED
LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE
NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF DEVELOPING ANY WATER, GAS,
OIL, HYDROCARBON, MINERAL OR KINDRED SUBSTANCES AS RESERVED IN THE DEEDS
RECORDED JUNE 26, 1944 IN BOOK 630 PAGE 416,JANUARY 7, 1937 IN BOOK 310 PAGE 38, JANUARY
23, 1937 IN BOOK 309 PAGE 452, AND FEBRUARY 5, 1945 IN BOOK 662 PAGE 108, RESPECTIVELY, OF
OFFICIAL RECORDS,RIVERSIDE COUNTY RECORDS.
627/0140W012
6998902 a12/04/O1 -3-
G �•! tow
RESOLUTION NO.
OF THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, CALIFORNIA,
APPROVING AN OWNER PARTICIPATION
AGREEMENT WITH PS APARTMENTS, LLC TO
REHABILITATE A 16-UNIT APARTMENT COMPLEX AT
555 & 585 COTTONWOOD ROAD AND 556 & 594
CHUCKWALLA ROAD (MERGED PROJECT AREA #1)
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 rehabilitation of a 16-unit apartment complex at 555 & 585 East
Cottonwood Road and 556 & 594 East Chuckwalla Road, is in significant need of
rehabilitation, including improving the appliances, air conditioning units and the
amenities of the complex; and
WHEREAS, the property owners, PS Apartments, LLC, desire to participate with the
Agency in its affordable housing program by dedicating up to fifteen (15) of the units for
low-income residents, which is in Merged Project Area#1.
NOW THEREFORE BE IT RESOLVED by the Community Redevelopment Agency of
the City of Palm Springs, as follows:
SECTION 1. An Owner Participation Agreement with PS Apartments, LLC for the
rehabilitation of 16 units at 555 & 585 East Cottonwood Road and 556 &
594 East Chuckwalla Road, is approved.
SECTION 2. The Agency authorizes an allocation of up to $150,000 for this project.
ADOPTED this day of_ , 2001.
AYES:
NOES:
ABSENT:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS, CALIFORNIA
By
Assistant Secretary Chairman
REVIEWED & APPROVED AS TO FORM
14