DC & TC/Single Family Housing 00ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
AFFORDABLE HOUSING AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
AFFORDABLE HOUSING AGREEMENT ("Assignment & Amendment")is made and entered
into as of the 19P day of September, 2000, by and among the LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Agency"), RGC COURTHOMES, INC., a
California corporation ("RGC"), and DC & TC JOINT VENTURE LLC, a California limited
liability company ("Assignee").
RECITALS:
A. Agency and RGC entered into that certain Affordable Housing Agreement, dated
on or prior to September 19, 2000 ("AHA"), pursuant to which RGC, as the "Developer" defined
in the AHA, agreed to develop, with Agency financial assistance, a single family homes
development consisting of a mix of market rate and affordable single family homes on certain
real property in the City of La Quinta as described in the AHA.
B. RGC desires to assign the AHA, and all of RGC's rights and obligations
thereunder, to Assignee and Assignee desires to assume RGC's position with respect to the AHA
and all of RGC's rights and obligations under the AHA subject to the terms of this Assignment &
Amendment.
C. In connection with the foregoing described assignment and assumption, the
Agency and Assignee have agreed to certain modifications to the AHA as set forth herein to be
effective upon full execution of this Assignment & Amendment by all the parties hereto.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants and
promises hereinafter contained, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption. RGC hereby transfers and assigns to Assignee all of RGC's
right, title, and interest in and to, and obligations under, the AHA, and Assignee hereby assumes
all right, title and interest in and to, and obligations under, the AHA. Agency hereby consents to
the foregoing assignment and assumption.
2. Modifications to AHA. Agency and Assignee agree that the AHA as assigned by
RGC to Assignee and as assumed by Assignee as set forth in Paragraph 1 above shall be
modified as follows:
a. Section 107 of the AHA is modified in part to revise the first paragraph thereof to
read as follows (the remainder of Section 107 is not modified):
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The Developer is DC & TC Joint Venture, a California limited liability
company. The principal office and mailing address of the Developer for
purposes of this Agreement is 79-600 Highway 111, La Quinta, CA
92253.
b. Section 110 of the AHA is modified to add a new subparagraph 7 as follows:
7. To the best of Agency's actual knowledge, without duty of
investigation, no Hazardous Materials (as defined in Section 214.5 below)
are now or have been released, used, or stored on or within any portion of
the SFR Site in violation of applicable laws or regulations governing the
release, use, or storage of Hazardous Materials, and there has not been any
federal, state. or local enforcement, clean-up, removal, remedial, or other
governmental or regulatory actions instituted or completed affecting the
SFR Site.
C. Section 201, Attachment No. 6 (Promissory Note), and Attachment No. 7 (Deed
of Trust) are each modified to correct the loan amount to be set forth in the Promissory Note and
Deed of Trust as Four Million Six Hundred Twenty -Seven Thousand One Hundred Seventy -Two
Dollars ($4,627,172).
d. Section 214.2 of the AHA is modified to read as follows:
2. "As Is". The Agency has provided the Developer with all
information of which it has actual knowledge concerning the physical
condition of the SFR Site, including, without limitation, information about
any Hazardous Materials, as defined below. The Developer acknowledges
and agrees that any portion of the SFR Site, including but not limited to
the existing improvements that it acquires from the Agency pursuant to
this Agreement shall be purchased "AS IS" "WHERE IS" "WITH ALL
FAULTS," in its current physical condition, with no warranties of any
kind or nature, express or implied, except those warranties set forth in
Section 110.7 above, as to the physical condition thereof, the presence or
absence of any latent or patent condition thereon or therein, including,
without limitation, any Hazardous Materials thereon or therein, and any
other matters affecting the SFR Site.
e. Section 214.3 of the AHA is modified to read as follows:
3. Indemnity. The Developer agrees, from and after the date of
recording of the deed conveying title to the SFR Site from the Agency to
the Developer or its assignee under this Agreement, to defend, indemnify,
protect and hold harmless the Agency and its officers, beneficiaries,
employees, agents, attorneys, representatives, legal successors and assigns
("Indemnities") from, regarding and against any and all liabilities,
obligations, orders, decrees, judgments, liens, demands, actions,
Environmental Response Actions (as defined in subsection 5 below),
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claims, losses, damages, fines, penalties, expenses, Environmental
Response Costs (as defined in subsection 5 below) or costs of any kind or
nature whatsoever, together with fees (including, without limitation,
reasonable attorneys' fees and experts' and consultants' fees), occurring
during and caused by Developer's use and occupancy of the SFR Site, and
resulting from or in connection with the actual or claimed generation,
storage, handling, transportation, use, presence, placement, migration
and/or release of Hazardous Materials (as defined in subsection 5 below),
at, on, in, beneath or from the SFR Site, unless caused by the negligence
or willful misconduct of Indemnities. The Developer's defense,
indemnification, protection and hold harmless obligations herein shall
include, without limitation, the duty to respond to any governmental
inquiry, investigation, claim or demand regarding the Hazardous
Materials, at the Developer's sole cost. Notwithstanding the foregoing,
the Agency agrees to indemnify, defend, and hold Developer harmless for,
from, and against any and all claims, demands, liabilities, costs, expenses,
Environmental Response Actions, Environmental Response Costs,
damages, cause or causes or action of any nature whatsoever arising from
any misrepresentation or breach of the warranty set forth in Section 110.7
above , or otherwise resulting from or in connection with the generation,
storage, handling, transportation, use, and/or release of Hazardous
materials at, on, in , beneath, or from the SFR Site by the Agency or
during the Agency's ownership or possession of the SFR Site.
f. Section 214.7 of the AHA is deleted.
g. Section 307 of the AHA is modified to provide that references to "comprehensive
liability" insurance policies shall mean "general commercial" liabilities policies.
h. Section 317 of the AHA is modified as follows:
The holder of any mortgage, 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 other provision in the grant deed for the SFR Site be construed so to
obligate such holder. Nothing in this Agreement shall be deemed to
construe, permit or authorize any such holder to devote the SFR Site to
any uses or to construct any improvements thereon other than those uses
or improvements provided for or authorized the City of La Quinta General
Plan, the Village on the Green Specific Plan, and applicable zoning, as the
same may be amended from time to time.
Section 318 of the AHA is modified as follows:
Whenever the Agency shall deliver any notice or demand to the Developer
with respect to any breach or default by the Developer in completion of
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construction of the SFR Improvements, the Agency shall at the same time
deliver a copy of such notice or demand to each holder or record of any
mortgage, deed of trust or other security interest authorized by this
Agreement who has previously made a written request to the Agency
therefor. Each such holder shall (insofar as the rights of the Agency are
concerned) have the right, at its option, within sixty (60) days after the
receipt of the notice, to cure or remedy or commence to cure or remedy
any such default and to add the cost thereof to the security interest debt
and the lien on its security interest. In the event there is more than one
such holder, the right to cure or remedy a breach or default of the
Developer under this Section 318 shall be exercised by the holder first in
priority or as the holders may otherwise agree among themselves, but
there shall be only one exercise of such right to cure and remedy a breach
or default of the Developer under this Section 318. Nothing contained in
this Agreement shall be deemed to permit or authorize such holder to
undertake or continue the construction or completion of the SFR
Improvements (beyond the extent necessary to conserve or protect the
improvements or construction already made) pursuant to this Agreement
without first having expressly assumed the Developer's obligations to the
Agency by written agreement satisfactory to the Agency. The holder in
that event must agree to complete, in the manner provided in this
Agreement, the SFR Improvements to which the lien or title of such
holder relates and submit evidence satisfactory to the Agency that it has
the qualifications and financial responsibility necessary to perform such
obligations. Any such holder properly completing the SFR Improvements
shall be entitled, upon written request made to the Agency, to a Certificate
of Completion from the Agency.
j. Article III of the AHA is modified by adding a new Section 321 to read as follows:
J. [321 ] Agency Agreement to Cooperate With Construction Lender
Notwithstanding anything in this Agreement to the contrary, Agency
agrees to reasonably accommodate Developer's construction lender by
making amendments to this Agreement that are commercially reasonably
necessary to effect the Developer's construction loan, including such
subordination agreements as may be necessary. The Agency Executive
Director shall have the authority to enter into one or more such
amendments of this Agreement on behalf of the Agency and such
subordination agreements consistent with this provision.
k. Section 401(5)(c) of the AHA is modified in part by revising the first sentence
thereof to read as follows (the remainder of Section 401(c)(5)(c) is unmodified):
Developer and any successor Owner may transfer a Restricted Unit only in
strict accordance with the provisions of this Agreement. Specifically,
during the Affordability Period, Owner may transfer a Restricted Unit (i)
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only to a Moderate Income Household and (ii) only if the Purchase
Housing Cost does not exceed the SFR Affordable Housing Cost for the
Moderate Income Households; and (iii) only if the Transfer [as defined in
Section 401.3(i)] has previously been approved in writing by the Agency
based on compliance with the foregoing clauses (i) and (ii).
1. Section 404 of the AHA is modified by revising the last paragraph of Section 404
as follows (no modifications to the other paragraphs comprising Section 404):
Upon the close of each Developer Conveyance, the Developer's
obligations under this Section 404 with respect to such Restricted Unit or
the SFR Site shall be assumed by the Transferee of such Restricted Unit or
SFR Site. Upon the conveyance of any portion of the SFR Site to the
homeowner's association, the Developer's obligations under this Section
404 with respect to such portion of the SFR Site conveyed to the
homeowner's association shall be assumed by the homeowner's
association. This covenant shall run with the land and shall remain in
effect for the term of the Redevelopment Plan.
in. Section 503 of the AHA is modified by adding the following as a new sentence to
the end of Section 503: "In the event of any litigation between the parties hereto, the prevailing
party shall be entitled to receive, in addition to the relief granted, its reasonable attorney's fees
and costs and such other costs incurred in investigating the action and prosecuting the same,
including costs for expert witnesses, costs on appeal, and for discovery."
n. Section 510 of the AHA is modified to read as follows:
The non -defaulting party, upon expiration of applicable notice and cure
periods, shall be permitted to, but not obligated to, commence an action
for specific performance of the terms of this Agreement. In this regard,
Developer specifically acknowledges that Agency is entering into this
Agreement for the purpose of assisting in the redevelopment of the SFR
Site and the provision of affordable housing and not for the purpose of
enabling Developer to speculate in land. Agency shall also have the right
to pursue damages for Developer's defaults but in no event shall
Developer be entitled to damages from Agency, except for damages for
out-of-pocket losses result from non-performance by Agency of its
covenants under this Agreement but excluding economic loss, lost profits,
or any other economic or consequential damages of any kind.
o. Section 512.b of the AHA is modified by revising the word "charge" to read
"change."
P. Section 513 of the AHA is modified by revising paragraphs 1 and 2 thereof to
read as follows (no revisions to any of the other provisions set forth in Section 513):
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1, Fail to proceed with the construction of the Improvements as
required by this Agreement (subject to any force majeure delays) for a
period of sixty (60) days after written notice thereof from the Agency; or
2. Abandon or substantially suspend construction of the
improvements for a period of sixty (60) days (subject to any force majeure
delays under Section 603) after written notice of such abandonment or
suspension from the Agency; or
q. Section 514 of the AHA is modified to read as follows:
The Agency shall have the additional right, at its option, to reenter and
take possession of the SFR Site with all improvements thereon and revest
in the Agency the estate theretofore conveyed to the Developer, if after
conveyance of title to the SFR Site and prior to issuance of the Certificate
of Completion for the lot or lots in question, the Developer shall:
1. Fail to proceed with the construction of the improvements
as required by this Agreement (subject to any force majeure delays) for a
period of six (6) months after written notice of such abandonment or
suspension from the Agency subject to any force majeure delays under
Section 603; or
2. Abandon or substantially suspend construction of the
improvements for a period of six (6) months (subject to any force majeure
delays) after written notice of such abandonment or suspension from the
Agency; or
3. Transfer or suffer any involuntary transfer of the SFR Site
or any part thereof in violation of this Agreement.
Such right to reenter, repossess and revest to the extent provided in this
Agreement shall be subordinate and subject to and be limited by and shall
not defeat, render invalid or limit:
a. Any mortgage, deed of trust or other security instrument
permitted by this Agreement; or
b. Any rights or interest provided in this Agreement for the
protection of the holder of such mortgages, deeds of trust or other security
instruments.
The grant deed shall contain appropriate reference and provision to
give effect to the Agency's right, as set forth in this Section 516 under
specified circumstances prior to the issuance of the Certificate of
Completion, to reenter and take possession of the SFR Site or individual
lots thereof with all improvements thereon and to terminate and revest in
the Agency the estate conveyed to the Developer.
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Upon the revesting in the Agency of title to the Site or any part
thereof as provided in this Section 514, the Agency shall, pursuant to its
responsibilities under state law, use its best efforts to resell the SFR Site or
part thereof as soon and in such manner as the Agency shall find feasible
and consistent with the objectives of such law and of the Redevelopment
Plan to a qualified and responsible party or parties (as determined by the
Agency) who will assume the obligation of making or completing the
improvements, or such other improvements in their stead, as shall be
satisfactory to the Agency and in accordance with the uses specified for
the SFR Site or part thereof in the Redevelopment Plan. Upon such resale
of the SFR Site, the proceeds thereof shall be applied:
(i) First, to reimburse the Agency on its own behalf or on
behalf of the City for all costs and expenses incurred by the Agency
(excluding salaries to personnel and other items of overhead of the
Agency or City) in connection with the recapture, management and resale
of the SFR Site or part thereof (but less any income derived by the Agency
from the SFR Site or part thereof in connection with such management);
all taxes, assessments and water and sewer charges with respect to the
SFR Site or part thereof (or, in the event the SFR Site is exempt from
taxation or assessment or such charges during the period of ownership,
then such taxes, assessments or charges as determined by the County
assessing official as would have been payable if the SFR Site were not so
exempt); any payments made or necessary to be made to discharge or
prevent from attaching or being made any subsequent encumbrances or
liens due to obligations, defaults or acts of the Developer; any reasonable
expenditures made or obligations incurred with respect to the making or
completion of the improvements or any part thereof on the SFR Site or
part thereof, and any amounts otherwise owing the Agency by the
Developer; and
(ii) Second, to reimburse the Developer up to the amount equal
to the sum of: (a) the Purchase Price paid to the Agency by the Developer
for the Site (or allocable to the part thereof); plus (b) the costs and
expenses incurred by the Developer for the development of the SFR Site
and for construction of the SFR Improvements existing on the SFR Site at
the time of the reentry and repossession; less (c) any payments for work
that has not been completed by the Developer on the SFR Site or the SFR
Improvements.
Any balance remaining after such reimbursements shall be retained
by the Agency as its property.
To the extent that the rights established in this Section 516 involve
a forfeiture, it must be strictly interpreted against the Agency, the party for
whose benefit it is created. The rights established in this Section 516 are
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to be interpreted in light of the fact that the Agency will convey the SFR
Site to the Developer for development and not for speculation.
In. Section 603 of the AHA is modified by revising the last paragraph thereof to read
as follows (no revisions to any of the other provisions set forth in section 603):
Notwithstanding the foregoing portion of this Section 603, the Developer
is not entitled pursuant to this Section 603 to an extension of time to
perform because of past, present, or future difficulty in obtaining suitable
construction financing for the development of the SFR Site, because of
economic or market conditions.
M. Section 606 of the AHA is modified to read as follows:
The Developer and the Agency agree to mutually consider reasonable
requests for amendments to this Agreement which may be made by any of
the parties hereto, lending institutions, or bond counsel or financial
consultants to the Agency, provided such requests are consistent with this
Agreement and would not substantially alter the basic business terms
included herein. The Agency's Executive Director shall have the
authority to approve, on behalf of the Agency, amendments to this
Agreement that would not substantially alter the basic business terms. All
other amendments shall require the action of the Agency Board. All
amendments, including those authorized to be approved by the Agency's
Executive Director, shall be in writing and shall be signed by authorized
representatives of Agency and Developer. The Agency's Executive
Director shall have the authority, on behalf of the Agency, to approve
extensions of time in Developer's performance under the this Agreement,
including but not limited to times of performance set forth in the Schedule
of Performance, for a cumulative period of up to one (1) year.
n. Attachment No. 3 (Scope of Development —Single Family Homes) of the AHA is
modified by revising Section V thereof to read as follows:
Developer shall be responsible for the construction of those public
improvements identified in Attachment No. 15. With respect thereto,
Developer shall be responsible for obtaining and delivering to the City
such bonds or other improvement security as City may reasonably require
in accordance with applicable law, including but not limited to payment
and performance bonds.
- o. Attachment No. 4 (Schedule of Performance) of the AHA is revised as set forth in
Exhibit "A" to this Assignment & Amendment, which exhibit is incorporated herein and made a
part hereof.
P. Attachment No. 5 (Form of Grant Deed) of the AHA is modified by changing the
word "encumbrances" that appears in the last line of the Grant Deed to "non -monetary
encumbrances."
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q. Attachment No. 7 (Form of Deed of Trust) of the AHA is modified by revising
the Form of Deed of Trust as follows:
(1) The main headings commencing with the "Definitions" section shall be
renumbered commencing with roman number "I."
(2) Item Lc from Section B ("Validity of Security Documents") of the
"Representations and Warranties" section is deleted.
(3) Items Lb and Ld from Section A ("Obligations of Trustor") of the
"Affirmative Covenants" section are deleted.
(4) The term "public liability insurance" in Section B ("Insurance") of the
"Affirmative Covenants" section is modified to read "general commercial liability insurance."
(5) Section F ("Books and Records") of the "Affirmative Covenants" section
is modified to read as follows:
Trustor will maintain complete books of account and other records
reflecting the results of Trustor's operations maintenance and lease
of the Land, in a form reasonably satisfactory to Beneficiary, and
furnish to Beneficiary any information about the financial
condition of Trustor, and the sales and maintenance of the Land as
Beneficiary reasonably requests, including, but not limited to,
copies of any reports by independent public accountants submitted
to Trustor concerning the Land. Beneficiary will have the right, at
all reasonable times and on reasonable notice, but not more
frequently than once per calendar year unless a greater frequency is
necessary for Agency to comply with an applicable law or
regulation, to audit, at Beneficiary's sole cost and expense,
Trustor's books of account and records relating to the Land, all of
which will be made available to Beneficiary and Beneficiary's
representatives for that purpose, from time to time, on
Beneficiary's request.
(6) Section J ("Reimbursement") of the "Affirmative Covenants" section is
modified to read as follows:
Beneficiary will have the right to declare immediately due any
amount paid by it for any real property tax, stamp tax or
assessment that affects the land and that was due and not paid by
Trustor prior to delinquency.
(7) Section K ("Litigation") of the "Affirmative Covenants" section is
modified to read as follows:
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Trustor will promptly give written notice to Beneficiary of any
litigation commenced that materially affects the Land other than
unlawful detainer proceedings brought by Trustor.
(8) Section N ("Right of Entry") of the "Affirmative Covenants" section is
modified by adding the following the end of the existing paragraph:
Beneficiary, if and when it uses the foregoing Right of Entry to
enter upon the Land as set forth in this Section N, shall indemnify,
defend, and hold Trustor harmless, from and against any and all
claims, demands, losses, damages, causes of action, and costs,
including attorney's fees incurred as a result of any claims or
litigation, that arise out of the negligence or willful misconduct of
Trustor or any of its officers, officials, employees, representatives,
or agents in their activity upon the Land pursuant to this Right of
Entry.
(9) Section B ("Subordination to Other Financing") of the "Negative
Covenants" section is modified by adding the following as a new final paragraph to Section B
(other portions of Section B are not modified):
Beneficiary agrees to reasonably accommodate Trustor's
construction lender as may be commercially reasonably necessary
to effect the Trustor's construction loan, including such
subordination agreements as may be reasonably necessary. The
Beneficiary's Executive Director shall have the authority to enter
into one or more such subordination agreements on behalf of the
Beneficiary provided and such subordination agreements are
consistent with the requirements of Health and Safety Code
Section 33334.14.
(10) Clause (a)(5) of Section A ("Warranties and Covenants") of the
"Environmental Provisions" section is modified to read as follows:
5. to cause the Land to be in compliance with all Hazardous
Materials Laws;
(11) Clauses (a).Tc.(3), (4), and (5) of Section A ("Warranties and Covenants")
of the "Environmental Provisions" section is modified to read as follows:
3. under the supervision of a qualified environmental
engineer;
4. in accordance with plans and specifications for these
actions:
5. using licensed and insured qualified contractors;
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(12) Section B ("Inspection and Receivership Rights") of the "Environmental
Provisions" section is modified to read as follows:
Upon Beneficiary's reasonable belief that Trustor has failed
to comply with any environmental provision of this Deed of Trust
and upon reasonable prior notice (except in the case of an
emergency) to Trustor, Beneficiary or its representatives,
employees, and agents, may from time to time and at all reasonable
times (or at any time in the case of an emergency) enter and
inspect the Land and every part of it (including all samples of
building materials, soil, and groundwater, and all books, records,
and files of Trustor relating to the Land) and perform those acts
and things that Beneficiary deems necessary to inspect, investigate,
assess, and protect security of this Deed of Trust, for the purpose
of determining:
I. the existence, location, nature, and magnitude of
any Release or threatened Release;
2. the presence of any Hazardous Materials on or
about the Land in violation of any Hazardous Materials Law; and
3. the compliance by Trustor of every environmental
provision of this Deed of Trust.
In furtherance of the purposes above, without limitation of any of
its other rights, Beneficiary may:
a. obtain a court order to enforce Beneficiary's
right to enter and inspect the Land under California Civil Code §
2929.5, to which the decision of Beneficiary as to whether there
exists a Release, a threatened Release, any Hazardous Materials on
or about the Land in violation of any Hazardous Materials Law, or
a breach by Trustor of any environmental provision of this Deed of
Trust, will be deemed reasonable and conclusive as between the
parties; and
b. have a receiver appointed under California
Code of Civil Procedure § 564 to enforce Beneficiary's right to
enter and inspect the Land for the purpose set forth above.
All costs and expenses reasonably incurred by Beneficiary
with respect to the audits, tests, inspections, and examinations that
Beneficiary or its agents, representatives, or employees may
conduct, including the fees of the engineers, laboratories,
contractors, consultants, and attorneys, will be paid by Trustor. All
costs or expenses incurred by Trustee and Beneficiary pursuant to
this subsection (including without limitation court costs,
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consultant's fees, and attorney fees, whether incurred in litigation
and whether before or after judgment) will bear interest at the
Default Rate from the date they are incurred until those sums have
been paid in full. Except as provided by law, any inspections or
tests made by Beneficiary or its representatives, employees, and
agents will be for Beneficiary's purposes only and will not be
construed to create any responsibility or liability on the part of
Beneficiary to Trustor or to any other person. Beneficiary will
have the right, but not the obligation, to communicate with any
governmental authority regarding any fact or reasonable belief of
Beneficiary that constitutes or could constitute a breach of any of
Trustor's obligations under any environmental provision contained
in this Deed of Trust.
(13) Section C ("Release and Indemnity") of the "Environmental Provisions"
section is modified to read as follows:
Trustor:
1. releases and waives any future claims against
Beneficiary for indemnity or contribution in the event Trustor
becomes liable for cleanup or other costs under any Hazardous
Materials Laws or under any Hazardous Materials Claim, except as
otherwise provided in Sections 110(7), 214(3) and 214(4) of the
Affordable Housing Agreement;'
2. agrees to reimburse Beneficiary, on demand, for all
costs and expenses reasonably incurred by Beneficiary in
connection with any review, approval, consent, or inspection
relating to the environmental provisions in this Deed of Trust
together with interest, after demand, in accordance with Section
214.3 of the Affordable Housing Agreement; and
3. agrees to indemnify, defend, and hold Beneficiary
and Trustee harmless from all losses, costs, claims, damages,
penalties, liabilities, causes of action, judgments, court costs,
attorney fees and other legal expenses, costs of evidence of title,
cost of evidence of value, and other expenses as set forth in
Section 214.3 of the Affordable Housing Agreement.
(14) Clause (4) of Section A ("Events of Default") of the "Events of Defaults
and Remedies" section is modified to read as follows:
4. The sale, hypothecation, conveyance, or other disposition
of the Land except in accordance with Sections 5.2 or 5.3 of this
Deed of Trust or in accordance with the Affordable Housing
Agreement; and
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(15) Section F ("Curing the Defaults") of the "Events of Defaults and
Remedies" section is modified to provide that the cure period after notice shall be "ten (10) days"
rather than "seven (7) Business Days."
(16) Section D ("Notices") of the "Miscellaneous" section is modified to revise
the name and address of the Trustor as follows:
If to Trustor, addressed to:
DC & TC Joint Venture LLC
79-600 Highway I I I
La Quinta, CA 92253
Attn: Michael Shovlin
(17) Section U ("Subrogation") is modified by changing the word "whose" in
line 2 to "whole".
r. Attachment No. 15 (Additional Assistance and Developer's Additional On -Site
and Off -Site Improvement Obligations) is modified by revising Section A.4 thereof to read as
follows (no revisions to the other portions of Attachment No. 15):
Additional Cost Reimbursement. Agency shall reimburse Developer for
Developer's costs incurred for fees incurred by Developer for utility
connection charges, water meter fees, capacity fees, or other utility
charges acceptable to the Agency in an amount not to exceed One
Hundred Fifteen Thousand Two Hundred Forty -Eight Dollars ($115,248)
("Additional Cost Reimbursement"). Agency shall disbursement the
Additional Cost Reimbursement in accordance with the disbursement
procedure outlined below; provided, however, that notwithstanding
anything in this Agreement to the contrary, the Additional Cost
Reimbursement shall not be made by Agency unless and until the earlier
of (i) when Developer has paid utility connection charges, water meter
fees, capacity fees, or other utility charges acceptable to the Agency or (ii)
when Developer has completed the Miraflores project recreation building
and swimming pool as part of Phase II of the development and in
accordance with plans and specifications approved by the City and
Agency.
3. No Other Modifications. Except for the modifications to the AHA set forth in
Paragraph 2 hereof, the AHA shall remain in full force and effect and the provisions thereto, as
modified herein, shall apply to the interpretation and enforcement of this Assignment &
Amendment.
4. Right of Entry Agreement. Agency acknowledges that Assignee may desire to enter
upon the Agency —owned Property (as defined in the AHA) prior to Close of Escrow (as defined
in the AHA) for commence Project development. The Agency hereby authorizes the Executive
Director to execute on behalf of the Agency a Right of Entry Agreement acceptable to the
Executive Director and Agency legal counsel that permits Assignee to enter upon the Agency -
owned Property prior to Close of Escrow for Project development purposes.
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5. Counterparts. This Assignment & Amendment may be executed in counterparts, each of
which, when this Assignment & Amendment has been signed by all the parties hereto, shall be
deemed and original, and such counterparts shall constitute one and the same instrument.
[end — signature page follows]
3941015610-0026
114108.03 PM00 -14-
IN WITNESS WHEREOF, the parties hereto have executed and entered ,into this
Assignment & Amendment as of the date first above written.
"RGC"
RGC COURTHOMES, INC.
By: > qawjj
"ASSIGNEE"
DC & TC JOINT VENTURE LLC
By: A—
MICHAEL J. S VLIN, Managing Member
"AGENCY"
La Quinta Redevelopment Agency
By:
THOMAS P. GENOVESE, Executive Director
ATTEST:
�. _Ji OFSm ' —
APPROVED AS TO FORM:
&,-I� /�//
/ / / i le
V. 1,�A'YHEMNE JENS , Agency el
394/015610-0026 1 5
114108.02 PM00
EXHIBIT "A"
MODIFIED SCHEDULE OF PERFORMANCE
ACTIVITY
TIME FRAME
1.
City and Agency approve this Agreement
August 1, 2000.
2.
Agency and Developer execute Agreement
Within five (5) business days of approval of
and open Escrow.
Agreement by Agency.
3.
Developer submits securities to City Public
Prior to Close of Escrow
Works Department to assume infrastructure
obligations under City Subdivision
Improvement Agreement Tract 28601-1
dated January 19, 1999
4.
Developer provides evidence of insurance
Within ten (10) days after Effective Date of
to Agency.
Agreement.
5.
Developer to submit complete set of plans
Prior to close of Escrow provided that City,
to City as necessary for the project.
prior to close of Escrow has approved such
final'building plans for the Project.
6.
Agency and Developer close Escrow on
Within 10 business days after Developer's
Agency's transfer of title to SFR Site to
performance of Item No. 4, but in no event
Developer
later than October 15, 2000, and provided that
Developer has satisfied all of the Conditions
Precedent to Agency's obligation to close
Escrow.
7.
Developer commences pre -sales of
Within three (3) business days after close of
Miraflores Phase II phase homes.
Escrow.
8.
Developer records construction loan for
Not later than sixty (60) days after close of
Miraflores Phase II construction financing
Escrow.
9.
Developer commences construction on
Within five (5) days after performance of Item
Miraflores Phase II.
No. 8.
10. Developer completes Phase I landscaping_
Not later than December 15, 2000.
11. Developer completes construction of
By May 31, 2001.
common area recreation building and pool.
12.
Developer commences construction of
On or before July 1, 2001
Miraflores Phase III homes.
394/015610-0026 1 6
114108.03 PM00
13. Developer completes Project by
On or before December 31, 2002
completing construction of Miraflores
Phases II and III homes and Developer
receives certificate of occupancy upon final
house
14. Developer completes improvements
Not later than sixty (60) days after Developer
required under Subdivision Improvement
receives certificate of occupancy upon final
Agreement.
house
15. Upon completion of construction of all
Within ten (10) days after Agency receipt of
Subdivision Improvement Agreement work
written request from Developer for Certificate
and final housing unit, Agency shall issue a
of Completion pursuant to Section 315 of the
Certificate of Completion for the
Agreement
improvements or shall provide Developer
with a written explanation of reasons why
such a Certificate shall not be issued.
16. Developer receives complete bond
Within 60 days of Certificate of Completion.
exoneration from City and installs all final
monuments
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 the Schedule is not intended
to supercede or modify any more complete description in the text; in the event of any conflict or
inconsistency between this Schedule and text of the Agreement, the text of the Agreement shall
govern.
3941015610-0026
114108.03 PM00 -1 %-
Recording Rnq iested Bi ,
First American T;tl . ,:1, litany;
RECORDING REQUESTED BY AND r'
WHEN RECORDED MAIL TO:
A t
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253 m s u
Attention: Executive Director
DOC a 2000-42007M
10/25/2900 0a:00R Fee:NC
Pape 1 of 15
Recorded in Official Records
County of Riverside
Gary L. Orso
Assessor,
11111111111 1I1111111111II111III111111111
PAGE I SQE I DN I PCOR I NODOR I SMF "'C.
—2/ ll� LONG I REFUND NCHG
(Exempt from Recordation Fee per Gov. Code § 6103)
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
FOR PROPERTY
THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
FOR PROPERTY (the "Declaration") is made by and between DC & TC, LLC, a California
limited liability company (the "Covenantor") and the La Quinta Redevelopment Agency, a
public body, corporate and politic (the "Agency" or "Covenantee") as of the /�3 % day of
t�j fd bef 2000.
RECITALS
A. Covenantor is fee owner of record of that certain real property (the "Property")
located in the City of La Quinta, County of Riverside, State of California legally described in the
attached Exhibit "A", which Property Covenantor acquired from Agency pursuant to a Grant
Deed recorded concurrently herewith. The Property is part of the Miraflores housing project in
the City.
B. This Declaration and the Grant Deed described in Recital A are part of a
redevelopment project described in that certain Affordable Housing Agreement, dated on or
about July 27, 2000, by and between Covenantor and Covenantee. As described in the
Affordable Housing Agreement, the Property includes fifty-nine (59) single family lots, three of
which are already improved with "model homes." Covenantor shall construct single family
homes on other fifty-six (56) lots that are within the Property. Of the fifty-nine (59) homes
developed on the lots, not fewer than twenty-five (25) of the homes developed by Covenantor are
to be sold to buyers that have an income not in excess of 120% of area wide medium income.
C. The Property is within the La Quinta Project Area (the "Project") in the City of La
Quinta and is subject to the provisions of the "Redevelopment Plan" for the Project.
D. The Community Redevelopment Law (California Health and Safety Code 33000
et seq.) provides that a redevelopment agency shall establish covenants running with the land in
furtherance of redevelopment plans.
NOW, THEREFORE, THE AGENCY AND THE BUYER AGREE AS FOLLOWS:
OV_
!J
394/01561M026
1O5161.02 a10/04/00
1. Affordable Housing.
Twenty-five (25) of the homes developed on the numbered lots described in
Exhibit "A" are to be sold to moderate income households paying not more than "Affordable
Housing Cost" for the Property as set forth below ("Restricted Units"). The Property has been
made available, in part, with financial assistance provided by the Agency. In consideration of its
financial assistance, the Agency requires that the Restricted Units on the Property be maintained
as an affordable housing resource until thirty (30) years following the date that such Restricted
Unit is first sold to a qualified affordable homebuyer in accordance with the Affordable Housing
Agreement and this Declaration.
2. Affordability Covenants.
Covenantor agrees for itself, and its successors and assigns, and every successor
to Covenantor's interest in the Property, or any part thereof that, as to each numbered lot set
forth in Exhibit "A", the terms of this Declaration shall apply until the date that is thirty (30)
years from the date that such lot is first sold to an Eligible Person or Family (as defined below)
(the "Expiration Date"):
As used herein the following terms shall have the following meanings:
a. "Affordability Period" shall be thirty (30) years from the date of
transfer to an Eligible Person or Family.
b. Eligible Person or Family" shall mean any person or family who
meets the income qualifications for Moderate Income Households.
C. Affordable Housing Cost' shall be that purchase price which
would result in maximum monthly housing payments, including
for a thirty (30) year mortgage for that portion of the purchase
price which is to be paid in the form of loan proceeds under
currently prevailing mortgage loan rates or the interest rate of any
below -market mortgage program for which such purchaser has
obtained a first trust deed loan, for the moderate income group
calculated pursuant to Health and Safety Code Section 50052.5,
which sets forth the following formula: "Moderate Income
Households" shall be households where not less than twenty-eight
percent (28%) of the gross income of the household, nor more than
thirty-five percent (35%) of one hundred ten percent (110%) of
area median income adjusted for family size appropriate for the
Restricted Unit, or if the gross income of the household for
households exceeds one hundred ten percent (110%), not more
than one hundred twenty percent (120%) of the area median
income adjusted for family size. The Affordable Housing Cost for
the Restricted Units is set forth on the schedule of Maximum Sales
Price Example attached hereto as Exhibit "B".
I11EI111131$l11IN1E1111ll1111134111 lazees osfa5°0aR
3941015610-0026 -2-
105761.02 a10/04/00
d. "Owner" shall mean Covenantor and any successor in interest of
Covenantor to any numbered lot in Exhibit "A" except where a
provision of this Agreement expressly excludes Developer from
the definition of Owner.
e. "Proposed Transferee" shall mean a person or family determined to
be an Eligible Person or Family, of Moderate Income Household,
to whom the Developer or any successor Owner desires and
proposes to Transfer a Restricted Unit.
f. 'Purchase Housing Cost for an Eligible Person or Family
purchasing a Restricted Unit shall include all of the following
associated with that Restricted Unit, estimated or known as of the
date of their proposed sale of the Restricted Unit:
(1) Principal and interest on a fixed rate mortgage 'loan
including any rehabilitation loans, and any loan insurance
fees associated therewith.
(2) Property taxes and assessments.
(3) Fire and casualty insurance covering replacement value of
property improvements.
(4) Any homeowner association fees.
(5) Estimate of utilities cost.
Monthly housing cost of a purchaser shall be an average of estimated costs for the next twelve
(12) months. The sum of (I) through (5) above, inclusive, shall not exceed the Affordable
Housing Cost.
g. "Restricted Unit" shall have the meaning previously set forth in
this Declaration.
It. "Sales Price" shall mean all sums paid by a purchaser to a seller
for, or in conjunction with, the acquisition of a Restricted Unit,
including the purchase price designated in any purchase
agreement, consideration for personal property and all other costs
and fees paid by the purchaser to or for the benefit of the seller.
"Transfer" shall mean any sale, assignment, conveyance, lease or
transfer, voluntary or involuntary, of any interest in a Restricted
Unit. Without limiting the generality of the foregoing, Transfer
shall include (i) a transfer by devise, inheritance or intestacy to a
party who does not meet the definition of Eligible Person or
Family; (ii) a life estate; (iii) creation of a joint tenancy interest;
(iv) a gift of all or any portion of a Restricted Unit; or (v) any
10576 .02 &1026 11111111111111111111111 IIII IIII 111111111111111111111111 2000- os00 53
10576L92a10/26 3 t6�25/2e00 &73
voluntary conveyance of a Restricted Unit. Transfer shall not
include transfer to a spouse in a dissolution proceeding; however
any subsequent Transfer shall be subject to this restriction.
j. "Transferee" shall mean any natural person or entity who obtains
ownership or possessory rights in a Restricted Unit pursuant to a
Transfer.
Notwithstanding the foregoing, this Declaration shall be subordinate to the lien of a first
deed of trust against the Property, and shall not impair the rights of any institution or lender
which is the maker of a loan secured by such first deed of trust, or such lender's assignee or
successor in interest, to exercise its remedies under the deed of trust in the event of default under
the first deed of trust by the Covenantor. Such remedies under the first deed of trust include the
right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such
foreclosure or acceptance of a deed in lieu of foreclosure, the affordability covenants and the
transfer restrictions set forth in Sections 1, 2, 3 and 7 of this Declaration. as to each lettered lot
covered by this Declaration that is the subject to the foreclosure, shall be forever terminated and
shall have no further effect as to the Property or any transferee thereafter; provided, however, if
the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in
lieu of foreclosure, said Sections 1, 2,3 and 7 of this Declaration shall automatically terminate
upon such acquisition of title, provided that (i) the Agency has been given written notice of a
default under such first deed of trust; and (ii) the Agency shall not have cured the default under
such first deed of trust within the thirty (30) day period provided in such notice sent to the
Agency. Notwithstanding any other provision hereof, the nondiscrimination covenants and the
maintenance requirements set forth in this Declaration shall remain in full force and effect as to
the Property and any transferee.
3. Transfer of Property
No transfer of the Property shall occur until the Agency determines (a) Developer
is in compliance with the terms of the Affordable Housing Agreement; (b) that the proposed
purchaser of a Restricted Unit intends to occupy the Restricted Unit as the proposed purchaser's
principal residence; (b) that the proposed purchaser of a Restricted Unit is an Eligible Person or
Family; and (c) that the proposed transfer of a Restricted Unit occurs at an "Affordable Housing
Cost" as determined pursuant to the Affordability Restrictions. The Agency shall not be
obligated to approve a transfer of a Restricted Unit until and unless the proposed purchaser has
submitted to the Agency such information and completed such forms as the Agency shall request
to certify the proposed purchaser's intent with respect to its residency of the Restricted Unit and
its gross income, and the proposed purchaser has submitted an affidavit disclosing and certifying
the amount of the proposed purchase price. Prior to conveyance of the Property, each approved
purchaser of a Restricted Unit shall submit to the Agency an executed disclosure statement
which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an
Affordable Housing Cost to an Eligible Person or Family, that the maximum permitted sales
price may be less than fair market value, and that the units must be owner -occupied at all times
and cannot be rented or leased. Covenantee shall cooperate with the Covenantor in providing
such forms to proposed purchasers and in assisting proposed purchaser to prepare such forms and
to provide any required information to the Covenantee in connection with the Covenantor's sale
3%/0156JM026 �0i
20M 8105761.02 a10/0/00 4 111111 IN 111111111111III1111111111111 10251of E115'
00R
of such Restricted Unit; provided that the Covenantor shall not be obligated to incur any out-of-
pocket costs in connection therewith, other than employee time dedicated to providing such
assistance.
COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE
AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE
PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE
TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE
PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY
PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE
LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT
INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL
PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR
FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE TRANSFER
PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO
PROVIDE HOUSING TO MODERATE INCOME HOUSEHOLDS AT AN AFFORDABLE
HOUSING COST.
The covenant contained in this Section 3 shall run with the land and shall
automatically terminate and be of no further force or effect upon the Expiration Date.
4. Nondiscrimination Covenants
Covenantor by and for itself, its successors 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, religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the
Property, nor shall Covenantor 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
vendeesinthe Property.
Covenantor and its successors and assigns, shall refrain from restricting the rental
or lease (if permitted by Covenantee) or sale of the Property on the basis of race, color, religion,
sex, marital status, national origin or ancestry of any person. All such deeds, leases, or contracts
shall contain or be subject to substantially the following nondiscrimination or nonsegregation
clauses:
(a) In deeds: "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, 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 herself or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The foregoing covenants shall run with the land."
IIIIIII IIIIII IIII IIIIII IIII IIII IIIIIIII III IIIIIIIIIIIII2ffE
11eoa5 1057602,/oo5e&&A
(b) In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through him
or her, and this lease is made and accepted upon and subject to the following conditions:
"There shall be no discrimination against or segregation of any person or group of
persons on account of race, color, religion, sex, marital status, ancestry or national origin in the
leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or
vendees in the premises herein leased."
(c) In contracts: "There shall be no discrimination against or segregation of,
any person, or group of persons on account of race, color, religion, sex, marital status, ancestry
or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
premises, nor shall the transferee himself of herself, or any person claiming under or through him
or her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees or
vendees of the premises."
Nothing in this Section 4 shall be construed to authorize the rental or lease of the
Property if such rental or lease is not otherwise permitted. The covenants in this paragraph 4
shall run with the land in perpetuity.
5. Maintenance of Property
Covenantor shall properly maintain the buildings, landscaping and yard areas on
the Property as follows:
(a) No improperly maintained landscaping shall be visible from public rights -
of -way, including:
(1) no lawns with grasses in excess of six (6) inches in height;
(2) no untrimmed hedges;
(3) no trees, shrubbery, lawns, and other plant life dying from lack of
water or other necessary maintenance;
and
(4) no trees and shrubbery grown uncontrolled without proper pruning;
(5) no vegetation so overgrown as to be likely to harbor rats or vermin;
(6) no dead, decayed, or diseased trees, weeds, and other vegetation.
(b) No yard areas shall be left unmaintained, including:
394/01.02 a]026 11111111111111111111111 IIII IIII 111111111111111111111111 �008 Gof GN53
105]61.02 a10/04/00 6 10i 25: 2000 08 - 00P
(1) no broken or discarded furniture, appliances, and other household
equipment stored in yard areas for periods exceeding one (1) week;
(2) no packing boxes, lumber, trash, dirt, and other debris stored in
yards for periods exceeding one (1) week in areas visible from public property or neighboring
properties;
(3) no unscreened trash cans, bins, or containers stored for
unreasonable periods in areas visible from public property or neighboring properties; and
areas.
(4) no vehicles parked or stored in areas other than approved parking
(c) No buildings may be left in an unmaintained condition, including:
(1) no violations of state law, Uniform Codes, or City ordinances;
(2) no condition that constitutes an unsightly appearance that detracts
from the aesthetics or property value of the subject property or constitutes a private or public
nuisance;
(3) no broken windows or chipped, cracked, or peeling paint; and
(4) no conditions constituting hazards and/or inviting trespassers or
malicious mischief; and
(5) no graffiti.
6. Option to Repurchase and Right of Reverter Incorporated Herein
The Agency's option to repurchase the Property or individual lots thereof, and the
Agency's right of reverter, as set forth in Sections 513 and 514 of the Affordable Housing
Agreement is incorporated herein and made a part hereof.
7. Covenants Do Not Impair Liens
No violation or breach of covenants, conditions, restrictions, provisions, or limitations
contained in this Declaration shall defeat or render invalid or in any way impair the lien or
charge of any mortgage or deed of trust or security instrument.
8. Conflict with Other Laws; Severability.
In the event that any provision of this Declaration is found to be contrary to applicable
law or the Affordability Restrictions, then the contrary provisions of this Declaration shall be
deemed to mean those provisions which are enforceable and consistent with such laws and
policies. The remaining portions of this Declaration shall be deemed modified in a manner
which is consistent with the goals and intent of this Declaration to provide housing at an
affordable housing cost to very low, low, and moderate income households.
2000-420023
100576102 aO04,00 7 111111111111131111111111111111111111III11111 iaresr7eof 15esR
Every provision of this Declaration is intended to be severable. In the event any term or
provision of this Declaration is declared by a court of competent jurisdiction to be unlawful,
invalid or unenforceable for any reason, such determination shall not affect the balance of the
terms and provisions of this Declaration, which terms and provisions shall remain binding and
enforceable.
9. Covenants for Benefit of City and Agency.
All covenants without regard to technical classification or designation shall be binding
for the benefit of the Covenantee and the City of La Quinta (the "City") and such covenants shall
run in favor of the Covenantee and the City for the entire period during which such covenants
shall be in force and effect, without regard to whether the Covenantee or the City is or remains
an owner of any land or interest therein to which such covenants relate. The Covenantee and the
City, in the event of any breach of any such covenants, shall have the right to exercise all the
rights and remedies and to maintain any actions at law or suits in equity or other proper legal
proceedings to enforce and to cure such breach to which it or any other beneficiaries of these
covenants may be entitled during the term specified for such covenants, except the covenants
perpetuity.
against discrimination which may be enforced at law or in equity at any time in
10. Notices Demands and Communications
Written notices, demands and communications between the Covenantor and the
Covenantee shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same -
day or overnight courier service that provides a receipt showing date and time delivery, or (iii)
dispatched by registered or certified mail, postage prepaid, return receipt requested, as follows:
Covenantor: DC & TC, LLC
71084 Tamerisk Lane
Rancho Mirage, CA 92270
Attn: Michael Shovlin
Covenantee: La Quinta Redevelopment Agency
Attention: Executive Director
78-495 Calle Tampico
La Quinta, California 92253
Such addresses for notice may be changed from time to time upon notice to the other
PAY•
Any written notice, demand or communication shall be deemed received immediately if
delivered by hand and shall be deemed received on the fifth (5th) calendar day from the date it is
postmarked if delivered by registered or certified mail.
11. Expiration Date.
This Declaration shall automatically terminate and be of no further force or effect as of
thirty (30) years from the date this Declaration is recorded.
IIII IN111111111111111111111111IIII la �008 a£0a5��aA
394/O1i610-0026 0-
105761.03 a10/13/00
12. Counterparts
This Declaration may be executed in counterparts each of which, when both Covenantor
and Covenantee have signed this Declaration, shall be deemed an original and shall constitute
one and same instrument.
IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument
to be executed on their behalf of their respective officers hereunto duly authorized as of the date
set forth above.
(Agency's and Owner's Signature must be
acknowledged by a Notary Public)
"COVENANTEE"
THE LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
j�
Its: Executive Director
"COVENANTOR"
DC & TC, LLC a California limited
liability company n �/
By: G
Name: /t9169,C g L % Si�ayG//✓
Its: A�
10576 .02 aJO/0 11111111111111111111111 IN 1111111111111111111111111111 2A0 0 ofea 53
105761.02 a 0104/00 9 10/25/2000 00 00A
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
LOTS 1 THROUGH 12, 19, 41 THROUGH 86, AND LETTERED LOTS A, B, D, E, AND H
THROUGH R, INCLUSIVE, OF TRACT NO. 28601-1, AS SHOWN BY MAP ON FILE IN
BOOK 278, PAGES 86 THROUGH 90 OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
2000-420073
105761.02 a10/04/00 -10 1 IIIIII IIIIII IIII IIIIII IIII IIII IIIIIIII III IIIIII ICI IN10/25I100o£ 8 5 0fl
EXHIBIT "B"
MAXIMUM SALES PRICE EXAMPLE
Affordable Housing Example, City of La Quinta
[SEE FOLLOWING —PAGE]
2000-420673
105761 02 a 0/26
04/00 'I 1 I IIIIII IIIIII IIII IIIIII IN IIII11111 III 11111I 10/25i 11 o 08 :5 0P
Affordable Housing Example, City of La Quinta
Based upon Riverside County Income levels provided by the State of California,
March 2000, Department of Housing and Community Development derived from HUD
Actual Calculations to be based upon county income levels and mortgage rates in place
at the time of the proposed transaction, income and housing costs are annual
Unit size 3 bedroom 3 bedroom 4 bedroom
Actual Household size, number of persons 3 4 5
Household size for qualifying purposes* 4 4 5
County Median Income 47,400 47,400 51,200
Maximum Household income, 120% of Median**
56,880
56,880
61,440
Maximum Affordable Housing Cost Allowance:
35% of 110% of Median
18,249
18,249
19,712
Annual property tax @ 1.25% of value
1,838
1,838
1,963
Annual utilities @$75/month
900
900
900
Annual insurance @lump sum
700
700
800
Annual Homeowner's Association @ $95/month
1,140
1,140
1,140
balance of housing cost for mortgage
13,671
13,671
14,909
Maximum annual mortgage payments
Monthly mortgage payment
1 st Mortgage term in years
Market interest rate, annual
1 st Mortgage amount
10%u down payment
Loan to value
Maximum sales price
5% down payment
Loan to value
Maximum sales price
3% down payment
Loan to value
Maximum sales price
13,671
13,671
14,909
1,13 9.25
1,139.25
1,242.42
30
30
30
9.00%
9.00%
9.00%
141,588
141,588
154,410
90%
90%
90%
157,320
157,320
171,567
95%
95%
95%
149,040
149,040
162,537
97%
97%
97%
145,967
145,967
159,185
For qualifying purposes, the family/household size is the number of bedrooms plus 1, unless
the actual family/household size is larger in which case the actual family size shall be used.
** For households with gross incomes over 110% of median, Affordable Housing Costs shall
not exceed 35% of 120% of the median income.
Affordable Housing Costs shall not be less than 28% of the gross income of the household.
The foregoing is an example only and shall not necessarily be the prices or terms for the sale
of a Restricted Unit. The foregoing is based upon 2000 figures and shall be updated
SFRA9rAnIGAIs IIIII IN1111111111111111111111111111 10 2a0100�0g�00R 7/24/�00
2 0£ 15
STATE OF CALIFORNIA )
) ss.
COUNTY OF /) IYeAlIA& )
On Oe',V o c /7 , 2000 before me, a notary public, personally appeared
r proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that re she executed the same authorized capacity, and that by
is signature on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
M
fir' � •_ 1
[SEAL]
394/015610-026
105761.02 a00/04/00 —13 I IN11111111111111111 IN 111111111111111111111 IN is 2000 3Be e 15e0fl
State of California
County of Riverside
On I (V/ to /'a-o0 o before me, Phyllis Manley, Notary Public, personally appeared
Thomas P. Genovese, personally known to me to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
(Seal)
2000-420073
�11111011���11111I������1111111���N� 111119.25114 of 150P
State of California
County of Riverside
On I o/) e/g000 before me, Phyllis Manley, Notary Public, personally appeared
June S. Greek, personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her authorized capacity, and that
by her signature on the instrument the person or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
(Seal)
IIIIII IIIIII I�I III IIII II IIII I'I II I� II 200oG1010 15 f�s00A
Recording Requested By
First American Title Company
Recording Requested By
And When Recorded Mail To:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Attention: Executive Director
DOC N 2000-420074
10/25/2000 08:00A Fee:NC
Pape 1 of 35
Recorded In Official Records
County of Riverside
Gary L. Orso
Assessor, County Clerk 8 Recorder
III 11111
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Exempt from Recording Fee Per Gov. Code § 6103
SUBORDINATED DEED OF TRUST AND SECURITY AGREEMENT,
WITH ASSIGNMENT OF RENTS AND AGREEMENTS
NOTICE: THIS SUBORDINATED DEED OF TRUST AND SECURITY
AGREEMENT, WITH ASSIGNMENT OF RENTS AND AGREEMENTS
CONTAINS A SUBORDINATION CLAUSE WHICH MAY RESULT IN
YOUR SECURITY INTEREST IN THE PROPERTY BECOMING
SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME
OTHER OR LATER SECURITY INSTRUMENT
This SUBORDINATED DEED OF TRUST, SECURITY AGREEMENT, AND
FIXTURE FILING WITH ASSIGNMENT OF RENTS AND AGREEMENTS (the "Deed of
Trust") is made as of 0c.6,"0-0 r I -S , 2000 by DC & TC, LLC, a California limited
liability company (the "Trustor"), to FIRST AMERICAN TITLE INSURANCE COMPANY
(the "Trustee"), for the benefit of the LA QUINTA REDEVELOPMENT AGENCY, a public
body, corporate and politic ("Beneficiary").
WITNESSETH:
Trustor does irrevocably grant, transfer, and assign to Trustee, in trust, with power of
sale, all Trustor's right, title, and interest now owned or later acquired in the fee interest in the
real property (the "Land") located in the City of La Quinta, County of Riverside, California, and
more particularly described in attached Exhibit A, attached hereto and incorporated herein by
reference (Trustor agrees that any greater title to the Land later acquired during the term of this
Deed of Trust will be subject to this Deed of Trust),together with the rents, issues, and profits,
subject however, to the right, power, and authority granted and conferred on Truster in this Deed
of Trust to collect and apply the rents, issues, and profits; and Trustor also irrevocably grants,
transfers, and assigns to Trustee, in trust, with power of sale, all of Trustor's right, title, and
interest now owned or later acquired to the following property (including the rights or interests
pertaining to the property) located on the Land:
(1) all appurtenances, easements, water and water rights, and pumps and pumping
plants, and all shares of stock evidencing these; all of these items, whether now or later acquired,
394/015610-0026
105740.02 a]0/04/00
being declared to be for all purposes of this Deed of Trust a part of the Land, the specific
enumerations in this Deed of Trust not excluding the general;
(2) the rents, issues, profits, and proceeds thereof; and
(3) the Land to the extent any fee interest is not included in clauses (1) and (2) above.
For the purpose of securing, in the order of priority that Beneficiary determines
(a) repayment of moneys advanced by the Beneficiary to the Trustor (the "Loan") as
evidenced by a Developer Promissory Note of Trustor of the same date as this Deed of Trust in
the principal amount of FOUR MILLION SIX HUNDRED TWENTY-SEVEN THOUSAND
ONE HUNDRED SEVENTY-TWO DOLLARS AND NO CENTS ($4,627,172.00) (the
"Developer Note"), payable to Beneficiary or to order, and all extensions, modifications, or
renewals of that Developer Note;
(b) payment of all sums, if any, due on the Loan according to the terms of the
Developer Note;
(c) payment of all other sums (with interest as provided in this Deed of Trust)
becoming due and payable to Beneficiary or Trustee pursuant to the terms of this Deed of Trust;
and
(d) performance of every obligation contained in this Deed of Trust, the Developer
Note, the Affordable Housing Agreement of the same date as this Deed of Trust entered into by
and between the Truster and the Beneficiary (the "Affordable Housing Agreement'), and any
agreements, supplemental agreements, or other instruments of security executed by Trustor as of
the same date of this Deed of Trust for the purpose of further securing any obligation secured by
this Deed of Trust, or any part of it, or for the purpose of supplementing or amending this Deed
of Trust or any instrument secured by this Deed of Trust.
ARTICLE 1
DEFINITIONS
1.1 Certain Defined Terms.
Capitalized terns used herein shall have the following meanings unless the context in
which they are used clearly requires otherwise.
Collateral: The Collateral as defined in Section 9.1 of this Deed of Trust.
Default Rate: The maximum rate of interest authorized under the laws of the State of
California.
Event of Default: Any of the events of default listed under Section 8.1 herein.
Loan: The principal and all other amounts, payments, and premiums due, if not waived,
under the Developer Note and any extensions or renewals (including, without limitation,
10574002a10004/00 2 III III II II IIIIII I II III it I II II t0 25/20 000O 60R
2 of 35
extensions or renewals at a different rate of interest, regardless of whether evidenced by a new or
additional promissory note or notes as agreed to in writing by Trustor), and all other
indebtedness or obligations of Trustor to Beneficiary under or secured by this Deed of Trust.
Hazardous Materials: The meaning set forth in Section 214.5 of the Affordable Housing
Agreement.
Hazardous Materials Claim: Any enforcement, cleanup, removal, remedial, or other
governmental, regulatory, or private actions, agreements, or orders threatened, instituted, or
completed pursuant to any Hazardous Materials Law, together with all claims made by any third
party against Trustor or the Land relating to damage, contribution, cost -recovery compensation,
loss, or injury resulting from the presence, release, or discharge of any Hazardous Materials.
Hazardous Materials Law: Those federal, state, or local laws set forth in Section 214.5 of
the Affordable Housing Agreement.
Impositions: All real estate and personal property taxes and other taxes and assessments,
water and sewer rates and charges, and all other governmental charges and any interest or costs
or penalties with respect to those charges, assessments, or taxes, ground rent and charges for any
easement or agreement maintained for the benefit of the Land, general and special, that at any
time may be assessed, levied, imposed, or become a lien on the Land or the rent or income
received from the Land, or any use or occupancy of the Land; and any charges, expenses,
payments, or assessments of any nature, if any, that are or may become a lien on the Land or the
rent or income received from the Land.
Improvements: All buildings, improvements, and appurtenances on the Land, and all
improvements, additions, and replacements of those improvements and other buildings and
improvements, at any time later constructed or placed on the Land.
Land: The real property as located in the City of La Quinta, Riverside County, California
and more particularly described in attached Exhibit A and any fee interest now owned or later
acquired in such property, together with all rights, privileges, hereditaments, tenements, rights of
way, easements and appurtenances of the land.
Material Adverse Change: Any material and adverse change in
(i) the business or properties or condition (financial or otherwise) of
Trustor; or
(ii) the condition or maintenance of the Land.
Obligations: All of the covenants, promises, and other obligations (other than the Loan)
made or owing by Trustor to or due to Beneficiary under or as set forth in the Deed of Trust.
Person: Any natural person, corporation, fine, association, government, governmental
agency, or any other entity, whether acting in an individual, fiduciary, or other capacity.
osaoofeWoaioo 3 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 1e20A0-42635GOA
Personalty: Trustor's interest, if any, in all accounts, contract rights, and general
intangibles (specifically including any insurance proceeds and condemnation awards) arising out
of the ownership and maintenance of the Land.
Project: The land and the single family residential project described in the Affordable
Housing Agreement.
Receiver: Any trustee, receiver, custodian, fiscal agent, liquidator, or similar officer.
Release: Any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, or disposing into the environment, including continuing
migration, of Hazardous Substances that goes into the soil, surface water, or groundwater of the
Land, whether or not caused by, contributed to, permitted by, acquiesced to, or known to Trustor.
Security Documents: This Deed of Trust and all other documents now or later securing
any part of the payment of the Loan or the observance or performance of the Obligations.
Title Policy: The title insurance _policy issued by First American Title Insurance
Company to Beneficiary.
Trustor: Collectively, Trustor or any obligor under the Developer Note and the
Affordable Housing Agreement, together with their respective affiliates and their respective
employees, representatives, and agents.
ARTICLE 2
WARRANTY OF TITLE
Trustor warrants that:
(a) Trustor is the lawful owner of the Land;
(b) Trustor shall maintain and preserve the lien of this Deed of Trust until the
Loan has been paid in full or has been waived by the Beneficiary under the provisions of
the Developer Note;
(c) Trustor has good, right, and lawful authority to grant the Land as provided
in this Deed of Trust; and
(d) Trustor will forever warrant and defend the grant made in this Deed of
Trust against all claims and demands, except as are specifically set forth in this Deed of
Trust.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Trustor represents and warrants to Beneficiary that as of the date of this Deed of Trust:
3941015610-0026
105740.02 a10/04/00 C I III I II II III III I II II III II III III 10/25/ 000 0 54000 £
3.1 Organization of the Truster.
(a) Trustor is a duly organized corporation, validly existing, and in good
standing under the laws of the State of California and is qualified to do business in
California.
(b) Trustor has the requisite power and authority to own and maintain its
properties, to carry on its business as now being conducted, and to own, maintain and
lease the Land.
3.2 Validity of Security Documents.
(a) The execution, delivery, and performance by the Trustor of the Security
Documents and the borrowings evidenced by the Developer Note:
(i) are within the power of the Trustor;
(ii) have been duly authorized by all requisite corporate or partnership
actions, as appropriate; and
(iii) will not violate any provision of law, any order of any court or
agency of government, the charter documents of the Trustor, or any indenture,
agreement, or any other instrument to which the Trustor is a party or by which the
Trustor or any of its property is bound, nor will they conflict with, result in a
breach of, or constitute (with due notice and lapse of time) a default under any
indenture, agreement, or other instrument, or result in the creation or imposition
of any lien, charge, or encumbrance of any nature on any of the property or assets
of the Trustor, except as contemplated by the provisions of the Security
Documents.
(b) Each of the Security Documents, when executed and delivered to
Beneficiary, will constitute a valid obligation, enforceable in accordance with its terms.
(c) All information and financial statements with respect to the Trustor
furnished to Beneficiary disclose all liabilities of the Trustor, fixed and contingent, as of
their respective dates.
3.3 Use of Proceeds of Loan.
Trustor will use the funds or the Land advanced pursuant to the Developer Note for the
purposes set forth in the Affordable Housing Agreement.
3.4 Other Arrangements.
Trustor is not a party to any agreement or instrument materially and adversely affecting
Trustor's present or proposed business, properties, assets, operation, or condition, financial or
otherwise; and Trustor is not in default in the performance, observance, or fulfillment of any of
the material obligations, covenants, or conditions in any agreement or instrument to which
0,,40oza,o, ,0 5 1111111111111111111111111111111111111111111111111111111 W20A04£0084eeR
Trustor is a party that materially and adversely affect Trustor's present or proposed business,
properties, assets, operation, or condition, financial or otherwise.
3.5 Litigation.
There is not now pending against Trustor, nor to the knowledge of the Trustor is there
threatened, any action, suit, or proceeding at law or in equity or before any administrative agency
that, if adversely determined, would materially impair or affect:
(a) the financial condition or the ability of the Trustor necessary to operate
and maintain and sell the Land and Restricted Units in accordance with the Affordable
Housing Agreement: or
(b) the condition of the Land.
3.6 Other Warranties.
(a) The Land is used principally or primarily for purposes designated in the
Affordable Housing Agreement;
(b) Trustor is engaged in the development, operation and sale of the
Improvements; and
(c) the principal purpose of the Loan is to induce, cause and assist the
development, construction and sale of housing on the Land at affordable costs for
moderate income households in a number of units and for a duration beyond that required
by State of California and federal law.
3.7 Compliance with Laws
Except as otherwise provided in this Deed of Trust, the Land and the proposed and actual
use of the Land comply in all material respects with all laws, ordinances, rules, and regulations
of all local, regional, county, state, and federal governmental authorities having jurisdiction
(including, but not limited to, the Americans With Disabilities Act), and there is no action or
proceeding pending or, to the knowledge of Trustor after due inquiry, threatened before any
court, quasi-judicial body, or administrative agency at the time of any disbursement by
Beneficiary relating to the validity of the Loan or the proposed or actual use of the Land.
ARTICLE 4
AFFIRMATIVE COVENANTS
Until the entire Loan has been paid in full or waived, Trustor covenants to and agrees
with Beneficiary as follows:
4.1 Obligations of Trustor.
Subject to the provisions set forth in the Developer Note, Trustor will pay the Loan and
Trustor will continue to be liable for the payment of the Loan until it has been paid in full or until
os7aooielo/oa/oo 6 1111111111111111111111111111111111111111111111111111111&.125 fl&Q984&GA
repayment has been waived or forgiven by the Beneficiary under the terms of the Developer
Note.
Trustor:
(a) will timely perform all the covenants, agreements, terms, and conditions to
be performed by Trustor:
(i) under this Deed of Trust and the Affordable Housing Agreement
and ;
(ii) as required of Trustor under each document and agreement
constituting one of the Security Documents;
(b) will not cancel, surrender, modify, amend, or permit the cancellation,
surrender, modification, or amendment of any of the previously mentioned agreements or
any of the covenants, agreements, terms, or conditions contained in any of them, except
in the ordinary course of Trustor's business, without the prior written consent, in each
case, of Beneficiary which consent shall not be unreasonably withheld.
4.2 Insurance.
(a) Trustor, at its sole cost and expense, will obtain and maintain or shall
cause to be obtained and maintained general commercial liability insurance covering the
Land and the ownership, use, occupancy, and maintenance of the Land and the Project in
accordance with the Affordable Housing Agreement.
(b) Trustor, at its sole cost and expense, but for the mutual benefit of Trustor
and Beneficiary, will maintain during the term of this Deed of Trust other insurance, and
in any amounts, as may from time to time be reasonably required by Beneficiary against
other insurable risks.
(c) All policies of insurance required pursuant to this Deed of Trust will be
satisfactory in form and substance to Beneficiary and will be approved by Beneficiary as
to amounts, form, risk coverage, deductibles, insurer, loss payable, and cancellation
provisions.
(d) Effective on the occurrence of any Event of Default, all of Trustor's right,
title, and interest in all policies of property insurance and any unearned premiums paid
are assigned to Beneficiary, who may assign them to any purchaser of the Land at any
foreclosure sale.
4.3 Maintenance, Waste, and Repair.
Trustor will maintain the Land now or later existing in good and tenantable repair, and
will not structurally alter any Improvements located thereon without the prior written consent of
Beneficiary, or remove or demolish them in whole or in part, nor will Trustor suffer any waste of
the Land or make any change in the use of the Land that will in any way impair the security of
ton<�o oz aooaioo _7 I IIIIII IIIIII IIII IIIIII IIIII IIII IIIIIII III 11111 IN 1111 10/25 0- of (5 SOA
this Deed of Trust. Trustor will not abandon the Land or leave the Land unprotected, vacant, or
deserted.
4.4 Impositions.
Trustor will pay prior to delinquency all Impositions that are or that may become a lien
on the Land or are assessed against the Land or its rents, royalties, profits, and income.
4.5 Compliance with Law.
Trustor will preserve and keep in full force its existence, rights, and powers. Trustor will
promptly and faithfully comply with all present and future laws, ordinances, rules, regulations,
and requirements of every governmental authority or agency and of every board of fire
underwriters (or similar body exercising similar functions) having jurisdiction that may be
applicable to it or to the Land or to the use or manner of occupancy, possession, operation,
maintenance, alteration, or repair of the Land or any part of it.
4.6 Books and Records.
Truster will maintain complete books of account and other records reflecting the results
of Trustor's operations maintenance and lease of the Land, in a form reasonably satisfactory to
Beneficiary, and furnish to Beneficiary any information about the financial condition of Truster,
and the sales and maintenance of the Land as Beneficiary reasonably requests, including, but not
limited to, copies of any reports by independent public accountants submitted to Trustor
concerning the Land. Beneficiary will have the right, at all reasonable times and on reasonable
notice, but not more frequently than once per calendar year unless a greater frequency is
necessary for Agency to comply with an applicable law or regulation, to audit, at Beneficiary's
sole cost and expense, Trustor's books of account and records relating to the Land, all of which
will be made available to Beneficiary and Beneficiary's representatives for that purpose, from
time to time, on Beneficiary's request.
4.7 Further Assurances.
Truster, at Trustor's expense and at any time on the reasonable request of Beneficiary,
will execute, acknowledge, and deliver any additional papers and instruments and any further
assurances of title and will do or cause to be done all further acts and things that may be proper
or reasonably necessary to carry out the purpose of this Deed of Trust and to subject to the liens
any property intended by the terms to be covered and any renewals, additions, substitutions,
replacements, or betterments.
4.8 Statement by Trustor.
Truster, on ten (10) days' written request, will furnish a statement of the amount due or
outstanding on the Developer Note and a statement of any offsets, counterclaims, or defenses to
the payment.
ionaaozaoo ioo 8 IIII IIIIIIIIII IIII III IIIIIIIII IIIIIII IIIIIII ie 200$ e£ees GGA
4.9 Indemnity.
(a) If any action or proceeding (whether judicial, regulatory, or
administrative) is threatened or commenced, except an action to foreclose this Deed of
Trust or to collect the Loan:
(i) that affects the Land or any portion of it;
(ii) for which Beneficiary is a party; or
(iii) in which it becomes necessary to defend or uphold the lien of this
Deed of Trust;
then all reasonable costs, fees, and expenses incurred by Beneficiary with respect to the action or
proceeding (including, without limitation, reasonable attorney fees and expenses) will, within
thirty (30) days after the submission of bills for the costs to Trustor, be paid directly to the billing
party by Trustor.
(b) In addition, Trustor agrees to pay all costs, including, without limitation,
reasonable attorney fees and expenses, incurred by Beneficiary in enforcing the terms of
this Deed of Trust or the Affordable Housing Agreement. Trustor agrees to indemnify
and hold Beneficiary harmless from all liability, loss, damage, or expense (including,
without limitation, reasonable attorney fees) that it may incur under this Deed of Trust, or
in connection with the Loan secured by this Deed of Trust, the enforcement of any of
Beneficiary's rights or remedies, any action taken by Beneficiary under this Deed of
Trust, or by reason or in defense of any claims and demands that may be asserted against
Beneficiary arising out of the Collateral, unless caused by the negligence or willful
misconduct of Beneficiary.
4.10 Reimbursement.
Beneficiary will have the right to declare immediately due any amount paid by it for any
real property tax, stamp tax or assessment that affects the land and that was due and not paid by
Trustor prior to delinquency.
4.11 Litigation.
Trustor will promptly give written notice to Beneficiary of any litigation commenced that
materially affects the Land other than unlawful detainer proceedings brought by Trustor.
4.12 Tax Receipts.
Subject to the provisions of Section 4.4 of this Deed of Trust, Trustor will present to
Beneficiary, within seven (7) days after written demand, bills (that will be receipted from and
after the date receipted bills are obtainable) showing the payment to the extent then due of all
taxes, assessments or any other Imposition that may have become a lien on the Land prior to the
lien of this Deed of Trust.
tos�aaweooaioo 9 IIII IIIIIIIIIIIII III III IIIIIIIIIIIIIII IIIIIiI iei25a&G&e es 09A
4.13 Additional Information.
Trustor will fumish to Beneficiary, within seven (7) days after written request, all
information that Beneficiary may request concerning the performance by Trustor of the
covenants of the Affordable Housing Agreement, and Trustor will permit Beneficiary or its
representatives at all reasonable times to make investigation or examination concerning that
performance.
4.14 Right of Entry.
Trustor grants to Beneficiary and its agents, employees, consultants, and contractors the
right to enter on the Land, subject to the rights of any tenants of the Project, for the purpose of
making any inspections, reports, tests (including, without limitation, soils borings, groundwater
testing, wells, or soils analysis), inquiries, and reviews that Beneficiary, in its sole and absolute
discretion, deems necessary to assess the then current condition of the Land and compliance with
the Affordable Housing Agreement. Beneficiary will provide Trustor with one (1) Business
Day's notice of the entry. However, Trustor's consent will not be required for entry or for the
performance of tests. All costs, fees, and expenses (including, without limitation, those of
Beneficiary's outside counsel and consultants) incurred by Beneficiary with respect to the
inspections, reports, tests, inquiries, and reviews, together with all related preparation,
consultation, analyses, and review, necessary for compliance with the Security Documents, will
be paid by Trustor to Beneficiary on demand, will accrue interest at the Default Rate until paid,
and will be secured by this Deed of Trust, prior to any right' title, or interest in or claim on the
Land attaching or accruing subsequent to the lien of this Deed of Trust or to which this Deed of
Trust is not subordinated. Beneficiary, if and when it uses the foregoing Right of Entry to enter
upon the Land as set forth in this Section 4.14, shall indemnify, defend, and hold Trustor
harmless, from and against any and all claims, demands, losses, damages, causes of action, and
costs, including attorney's fees incurred as a result of any claims or litigation, that arise out of the
negligence or willful misconduct of Trustor or any of its officers, officials, employees,
representatives, or agents in their activity upon the Land pursuant to this Right of Entry.
ARTICLE 5
NEGATIVE COVENANTS
Until the entire Loan has been paid in accordance with the terms of the Developer Note,
Trustor covenants to and agrees with Beneficiary as follows:
5.1 Restrictive Uses.
Truster covenants not to initiate, join in, or consent to any change in any zoning
ordinance, private restrictive covenant, assessment proceedings, or other public or private
restriction inconsistent with the Affordable Housing Agreement.
5.2 Subordination to Other Financing.
This Deed of Trust and all covenants, restrictions or regulatory agreements executed by
Trustor in favor of Beneficiary in connection with the Land are expressly and shall be
automatically subordinated to a deed of trust securing the repayment of construction financing
105740.02 ale oe/oo It 1111111111111111111111111111111111111111111111111111111
10 25/ 0 000 NA
for the development and construction of the Improvements. Trustor will not create or permit to
continue in existence any mortgage, pledge, encumbrance, lien or charge of any kind on any of
the Land except for:
(a) liens for taxes not yet delinquent; and
(b) any other liens or charges that are specifically approved in writing by
Beneficiary, including any deed of trust executed or to be executed by Trustor or
Trustor's successor in interest and recorded in Riverside County, California, to secure a
loan obtained for the purpose of the construction of any improvement on the Land
contemplated by the Affordable Housing Agreement.
Beneficiary agrees to reasonably accommodate Trustor's construction lender as may be
commercially reasonably necessary to effect the Trustor's construction loan, including such
subordination agreements as may be reasonably necessary. The Beneficiary's Executive Director
shall have the authority to enter into one or more such subordination agreements on behalf of the
Beneficiary provided and such subordination agreements are consistent with the requirements of
Health and Safety Code Section 33334.14.
5.3 Transferability.
One of the inducements to Beneficiary for making the Loan is the identity of Trustor. The
existence of any interest in the Land other than the interests of Trustor and Beneficiary and any
encumbrance permitted in this Deed of Trust, even though subordinate to the security interest of
Beneficiary, and the existence of any interest in Trustor other than those of the present owners,
would impair the Land and the security interest of Beneficiary, and, therefore, Trustor will not
sell, convey, assign, transfer, alienate, or otherwise dispose of its interest in the Land, either
voluntarily or by operation of law, or agree to do so, except in accordance with the terms of the
Affordable Housing Agreement.
ARTICLE 6
ENVIRONMENTAL PROVISIONS
6.1 Warranties and Covenants.
Except as disclosed in writing to, and acknowledged in writing by, the Beneficiary,
Trustor represents and warrants that, to the best of Trustor's knowledge, except in the ordinary
course of business, during the period of Trustor's ownership of the Land:
(a) there has been no use, generation, manufacture, storage, treatment,
disposal, discharge, Release, or threatened Release of any Hazardous Materials by any
person on or around the Land; and
(b) there have been no Hazardous Materials transported over or through the
Land.
Trustor agrees, except in the ordinary course of business and in strict compliance with all
applicable Hazardous Materials Laws, as follows:
i 1
10574002a 0/04/00 l l I IIII IIIIII III III IIII III II III II II II I III 10 204 5/ 0008&OR
11 of 35
(1) not to cause or permit the Land to be used as a site for the use, generation,
manufacture, storage, treatment, Release, discharge, disposal, transportation, or presence of any
Hazardous Materials;
(2) not to cause, contribute to, permit, or acquiesce in any Release or threatened
Release;
(3) not to change or modify the use of the Land without the prior written consent of
Beneficiary;
(4) to cause the Land to be in compliance with all Hazardous Materials Laws;
(5) to immediately notify Beneficiary in writing and to provide Beneficiary with a
reasonably detailed description of:
Laws;
(i) any noncompliance of the Land with any Hazardous Materials
(ii) any Hazardous Materials Claim;
(iii) any Release or threatened Release; and
(iv) the discovery of any occurrence or condition on any real property
adjoining or in the vicinity of the Land that would cause the Land or any part of it
to be designated as hazardous waste property or border zone property under the
provisions of Health and Safety Code §§ 25220, et seq. and any regulation
adopted in accordance with that section;
(6) in the event that Trustor discovers a Release or the presence of any Hazardous
Materials on or about the Land in violation of any Hazardous Materials Law, to:
(i) notify Beneficiary of that discovery together with a reasonably
detailed description;
(ii) promptly after a request by Beneficiary, engage a qualified
environmental engineer reasonably satisfactory to Beneficiary to investigate these
matters and prepare and submit to Beneficiary a written report containing the
findings and conclusions resulting from that investigation, all at the sole expense
of Trustor; and
(iii) take, at Truster's sole expense, all necessary actions to remedy,
repair, clean up, or detoxify any Release or Hazardous Materials, including, but
not limited to, any remedial action required by any Hazardous Materials Laws or
any judgment, consent, decree, settlement, or compromise in respect of any
Hazardous Materials Claims, these actions to be performed:
(A) in accordance with Hazardous Materials Laws;
5,411111111111111111111111111111111111 �006 05oaoz ,� 12 a 00RII III IIIIII IIIIIIII1 ill 1111 3
(B) in a good and proper manner,
(C) under the supervision of a qualified environmental engineer;
(D)in accordance with plans and specifications for these actions;
and
(E) using licensed and insured qualified contractors;
(7) immediately furnish to Beneficiary copies of all written communications received
by Trustor from any governmental authority or other person or given by Trustor to any person
and any other information Beneficiary may reasonably request concerning any Release,
threatened Release, Hazardous Materials Claim, or the discovery of any Hazardous Materials on
or about the Land in violation of any Hazardous Materials Law; and
(8) keep Beneficiary generally informed regarding any Release, threatened Release,
Hazardous Materials Claim, or the discovery of any Hazardous Materials on or about the Land in
violation of any Hazardous Materials Law.
6.2 Inspection and Receivership Rights.
Upon Beneficiary's reasonable belief that Trustor has failed to comply with any
environmental provision of this Deed of Trust and upon reasonable prior notice (except in
the case of an emergency) to Trustor, Beneficiary or its representatives, employees, and
agents, may from time to time and at all reasonable times (or at any time in the case of an
emergency) enter and inspect the Land and every part of it (including all samples of
building materials, soil, and groundwater, and all books, records, and files of Trustor
relating to the Land) and perform those acts and things that Beneficiary deems necessary
to inspect, investigate, assess, and protect security of this Deed of Trust, for the purpose
of determining:
the existence, location, nature, and magnitude of any Release or
threatened Release;
2. the presence of any Hazardous Materials on or about the Land in
violation of any Hazardous Materials Law; and
the compliance by Trustor of every environmental provision of this
Deed of Trust.
In furtherance of the purposes above, without limitation of any of its other rights,
Beneficiary may:
a. obtain a court order to enforce Beneficiary's right to enter
and inspect the Land under California Civil Code § 2929.5, to which the decision of
Beneficiary as to whether there exists a Release, a threatened Release, any Hazardous
Materials on or about the Land in violation of any Hazardous Materials Law, or a breach
os7aouzalo/oa/oo 13 IIIIII IIIIIIIIIIIIIII III IIIIIIIIIIIIIIIIIIIII1IIIII 10 25/2000083:00R
by Trustor of any environmental provision of this Deed of Trust, will be deemed
reasonable and conclusive as between the parties; and
b. have a receiver appointed under California Code of Civil
Procedure § 564 to enforce Beneficiary's right to enter and inspect the Land for the
purpose set forth above.
All costs and expenses reasonably incurred by Beneficiary with respect to the audits,
tests, inspections, and examinations that Beneficiary or its agents, representatives, or employees
may conduct, including the fees of the engineers, laboratories, contractors, consultants, and
attorneys, will be paid by Trustor. All costs or expenses incurred by Trustee and Beneficiary
pursuant to this subsection (including without limitation court costs, consultant's fees, and
attorney fees, whether incurred in litigation and whether before or after judgment) will bear
interest at the Default Rate from the date they are incurred until those sums have been paid in
full. Except as provided by law, any inspections or tests made by Beneficiary or its
representatives, employees, and agents will be for Beneficiary's purposes only and will not be
construed to create any responsibility or liability on the part of Beneficiary to Trustor or to any
other person. Beneficiary will have the right, but not the obligation, to communicate with any
governmental authority regarding any fact or reasonable belief of Beneficiary that constitutes or
could constitute a breach of any of Trustor's obligations under any environmental provision
contained in this Deed of Trust.
6.3 Release and Indemnity.
Trustor:
1. releases and waives any future claims against Beneficiary for
indemnity or contribution in the event Trustor becomes liable for cleanup or other costs
under any Hazardous Materials Laws or under any Hazardous Materials Claim, except as
otherwise provided in Sections 110(7), 214(3) and 214(4) of the Affordable Housing
Agreement;'
2. agrees to reimburse Beneficiary, on demand, for all costs and
expenses reasonably incurred by Beneficiary in connection with any review, approval,
consent, or inspection relating to the environmental provisions in this Deed of Trust
together with interest, after demand, in accordance with Section 214.3 of the Affordable
Housing Agreement; and
3. agrees to indemnify, defend, and hold Beneficiary and Trustee harmless
from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court
costs, attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value,
and other expenses as set forth in Section 214.3 of the Affordable Housing Agreement.
6.4 Request for Information.
Trustor and Beneficiary agree that:
105740.02 a10/o4/00 -14 III III II I II III III II III III II IIII III III 19 25,0 4 00 0 35OGA
(a) this Section 6.4 is intended as Beneficiary's written request for information
and Trustor's written response concerning the environmental condition of the Land as
provided by California Code of Civil Procedure § 726.5; and
(b) each representation, warranty, covenant, or indemnity made by Truster in
this Article or in any other provision of this Deed of Trust that relates to the
environmental condition of the Land is intended by Truster and Beneficiary to be an
environmental provision for purposes of California Code of Civil Procedure § 736 and
will survive the payment of the Loan and the termination or expiration of this Deed of
Trust will not be affected by Beneficiary's acquisition of any interest in the Land, whether
by full credit bid at foreclosure, deed in lieu of that, or otherwise. If there is any transfer
of any portion of Trustor's interest in the Land, any successor -in -interest to Trustor agrees
by its succession to that interest that the written request made pursuant to this Article will
be deemed remade to the successor -in -interest without any further or additional action on
the part of Beneficiary and that by assuming the debt secured by this Deed of Trust or by
accepting the interest of Trustor subject to the lien of this Deed of Trust, the successor
remakes each of the representations and warranties in this Deed of Trust and agrees to be
bound by each covenant in this Deed of Trust, including, but not limited to, any
indemnity provision.
ARTICLE 7
CASUALTIES AND CONDEMNATION
7.1 Casualties.
(a) Trustor will promptly notify Beneficiary in writing after any loss or
damage caused by defect in Trustor's title to the Land and Truster will furnish to
Beneficiary within ninety (90) days after the loss or damage the following:
(i) evidence satisfactory to Beneficiary that such defect is cured; and
(ii) evidence satisfactory to Beneficiary that sufficient funds are
available or committed for the benefit of Beneficiary, including insurance
proceeds, to secure the repayment of the full amount of the Loan if such
repayment is not waived.
Subject to the rights of Trustor's construction and permanent lender(s), all insurance
proceeds shall be applied and used to restore, repair and rebuild the Improvements in accordance
with the provisions of the Affordable Housing Agreement. Any proceeds not used for the repair,
restoration, modification or improvement of the Land or the repayment of the construction or
permanent loan(s) shall be applied, in the sole and absolute discretion of the Beneficiary, against
the Loan.
7.2 Condemnation.
Trustor, immediately upon obtaining knowledge of the institution of any proceedings for
the condemnation of the Land or any portion of it, will notify Trustee and Beneficiary of the
pendency of the proceedings. Trustee and Beneficiary may participate in any proceedings and
�os�oaozaofoaoo 15 I III I II II IIII IIII I IIIII IN 1111111111111111111III 10/25 2009 138 , OGA
Trustor from time to time will deliver to Beneficiary all instruments requested by Beneficiary to
permit participation. Beneficiary will be under no obligation to question the amount of any
award or compensation. In any condemnation proceedings, Beneficiary may be represented by
counsel selected by Beneficiary. The proceeds of any award or compensation received will be
applied pursuant to the provisions of the construction or permanent loan documents and
provisions of Section 7.1 of this Deed of Trust.
ARTICLE 8
EVENTS OF DEFAULT AND REMEDIES
8.1 Events of Default.
The following events are each an Event of Default:
(a) Default in the payment of any sum of principal when due and not waived
under the Developer Note which is not cured within the applicable cure period set forth
therein;
(b) A default under the Affordable Housing Agreement which is not cured
within the applicable cure period set forth therein;
(c) The failure (without cure during the applicable period) of the Trustor to
observe, perform, or discharge any obligation, term, covenant, or condition of this Deed
of Trust;
(d) The sale, hypothecation, conveyance, or other disposition of the Land
except in accordance with Sections 5.2 or 5.3 of this Deed of Trust or in accordance with
the Affordable Housing Agreement; and
(e) Any representation or warranty made by Trustor or any other Person under
this Deed of Trust is false or misleading in any material respect as of the date on which
the representation or warranty was made.
If one or more Events of Default occurs and are continuing, then Beneficiary may declare
all the Loan to be due and the Loan will become due without any further presentment, demand,
protest, or notice of any kind, and Beneficiary may:
(i) in person, by agent, or by a receiver, and without regard to the
adequacy of security, the solvency of Trustor, or the existence of waste, enter on
and take possession of the Land or any part of it in its own name or in the name of
Trustee, sue for or otherwise collect the rents, issues, and profits, and apply them,
less costs and expenses of operation and collection, including reasonable attorney
fees, upon the Loan, all in any order that Beneficiary may determine. The entering
on and taking possession of the Land, the collection of rents, issues, and profits,
and the application of them will not cure or waive any default or notice of default
or invalidate any act done pursuant to the notice;
705740.02 a10/04/00 _ 1 ` I IIIIII IIIIII IIII IIIIII Iilll IIII Ilillll III IIIIII III IIII i e 2000 s e0 00R
0 35
(ii) commence an action to foreclose this Deed of Trust in the manner
provided by law for the foreclosure of mortgages of real property;
(iii) deliver to Trustee a written declaration of default and demand for
sale, and a written notice of default and election to cause the Land to be sold,
which notice Trustee or. Beneficiary will cause to be filed for record;
(iv) with respect to any Personalty, proceed as to both the real and
personal property in accordance with Beneficiary's rights and remedies in respect
of the Land, or proceed to sell the Personalty separately and without regard to the
Land in accordance with Beneficiary's rights and remedies; or
(v) exercise any of these remedies in combination or any other remedy
at law or in equity.
8.2 Power of Sale.
(a) If Beneficiary elects to foreclose by exercise of the power of sale in this
Deed of Trust, Beneficiary will also deposit with Trustee this Deed of Trust, the
Developer Note, and any receipts and evidence of expenditures made and secured as
Trustee may require. If notice of default has been given as then required by law, and after
lapse of the time that may then be required by law, after recordation of the notice of
default, Trustee, without demand on Trustor, will, after notice of sale having been given
as required by law, sell the Land at the time and place of sale fixed by it in the notice of
sale, either as a whole or in separate parcels as Trustee determines, and in any order that
it may determine, at public auction to the highest bidder. Trustee may postpone sale of all
or any portion of the Land by public announcement at the time and place of sale, and
from time to time after that may postpone the sale by public announcement at the time
fixed by the preceding postponement, and without further notice make the sale at the time
fixed by the last postponement; or Trustee may, in its discretion, give a new notice of
sale. Beneficiary may rescind any notice of default at any time before Trustee's sale by
executing a notice of rescission and recording it. The recordation of the notice will
constitute a cancellation of any prior declaration of default and demand for sale and of
any acceleration of maturity of the Loan affected by any prior declaration or notice of
default. The exercise by Beneficiary of the right of rescission will not constitute a waiver
of any default then existing or subsequently occurring, or impair the right of Beneficiary
to execute other declarations of default and demand for sale, or notices of default and of
election to cause the Land to be sold, nor otherwise affect the Developer Note or this
Deed of Trust, or any of the rights, obligations, or remedies of Beneficiary or Trustee.
After sale, Trustee will deliver to the purchaser its deed conveying the property sold, but
without any covenant or warranty, express or implied. The recitals in the deed of any
matters or facts will be conclusive proof of their truthfulness. Any Person, including
Trustor, Trustee, or Beneficiary, may purchase at that sale. If allowed by law,
Beneficiary, if it is the purchaser, may turn in the Developer Note at the amount owing on
it toward payment of the purchase price (or for endorsement of the purchase price as a
payment on the Developer Note if the amount owing exceeds the purchase price). Trustor
105740.02 a10/a/oo 1 IIII II II I� �I II IIIII IN
II IIII IIII I II IIII Is 2000-eee es sees 17 of
expressly waives any right of redemption after sale that Trustor may have at the time of
sale or that may apply to the sale.
(b) Trustee, upon the sale, will make (without any covenant or warranty,
express or implied), execute and, after due payment made, deliver to a purchaser and its
heirs or assigns a deed or other record of interest, as the case may be, to the Land sold,
which will convey to the purchaser all the title and interest of Trustor in the Land and
will apply the proceeds of the sale in payment:
(i) first, of the expenses of the sale together with the expenses of the
trust, including, without limitation, attorney fees, that will become due on any
default made by Trustor, and also any sums that Trustee or Beneficiary have paid
for procuring a search of the title to the Land subsequent to the execution of this
Deed of Trust; and
(ii) second, in payment of the Loan then remaining unpaid, and the
amount of all other monies with interest in this Deed of Trust agreed or provided
to be paid by Trustor.
Trustee will pay the balance or surplus of the proceeds of sale to Trustor and its
successors or assigns as its interests may appear.
8.3 Proof of Default.
If there is a sale of the Land, or any part of it, and the execution of a deed for it, the
recital of default and of recording notice of breach and election of sale, and of the elapsing of the
required time between the recording and the following notice, and of the giving of notice of sale,
and of a demand by Beneficiary that the sale should be made, will be conclusive proof of the
default, recording, election, elapsing of time, and the due giving of notice, and that the sale was
regularly and validly made on proper demand by Beneficiary. Any deed with these recitals will
be effectual and conclusive against Trustor, its successors, and assigns, and all other Persons.
The receipt for the purchase money recited or in any deed executed to the purchaser will be
sufficient discharge to the purchaser from all obligations to see to the proper application of the
purchase money.
8.4 Protection of Security.
If an Event of Default occurs and is continuing, Beneficiary or Trustee, without limitation
to do so, without notice to or demand upon Trustor, and without releasing Trustor from any
obligations or defaults may:
(a) enter on the Land in any manner and to any extent that either deems
necessary to protect the security of this Deed of Trust;
(b) appear in and defend any action or proceeding purporting to affect, in any
manner, the Obligations or the Loan, the security of this Deed of Trust, or the rights or
powers of Beneficiary or Trustee;
P0A0
105740 02 a]0/04/00 -18 I IIIII IIIIII it III IIIII I i 11 II I II II I I III a 18
o 03s00R
(c) pay, purchase, or compromise any encumbrance, charge, or lien that in the
judgment of Beneficiary or Trustee is prior or superior to this Deed of Trust; and
(d) pay necessary expenses, employ counsel, and pay reasonable attorney
fees.
Trustor agrees to repay on demand all sums expended by Trustee or Beneficiary pursuant
to this section with interest at the Default Rate, and those sums, with interest, will be secured by
this Deed of Trust.
8.5 Receiver.
If an Event of Default occurs and is continuing, Beneficiary, as a matter of strict right and
without notice to Trustor or anyone claiming under Trustor and without regard to the then value
of the Land, will have the right to apply ex pane to any court having jurisdiction to appoint a
Receiver of the Land, and Trustor waives notice of any application for that, provided a hearing to
confirm the appointment with notice to Trustor is set within fourteen (14) days after the
appointment. Any Receiver will have all the powers and duties of receivers in similar cases and
all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust, and
will continue as such and exercise all those powers until the date of confirmation of sale, unless
the receivership is terminated sooner.
8.6 Curing the Defaults.
If Trustor at any time fails to perform or comply with any of the terms, covenants, and
conditions required on Trustor's part to be performed and complied with under this Deed of Trust
or the Developer Note, Trustor is required to perform, then Beneficiary, after ten (10) days'
notice to Trustor (or without notice if Beneficiary determines that an emergency exists), and
without waiving or releasing Trustor from any of the Obligations, may, subject to the provisions
of any of the Security Documents:
(a) make from its own funds any payments payable by Trustor and take out,
pay for, and maintain any of the insurance policies provided for; and
(b) perform any other acts on the part of Trustor to be performed and enter on
the Land for that purpose.
The making by Beneficiary of payments out of Beneficiary's own funds will not,
however, be deemed to cure the default by Trustor, and they will not be cured unless and until
Trustor reimburses Beneficiary for the payments. All sums paid and all reasonable costs and
expenses incurred by Beneficiary in connection with the performance of any act, together with
interest on unpaid balances at the Default Rate from the respective dates of Beneficiary's making
of each payment, will be added to the principal of the Loan, will be secured by the Security
Documents and by the lien of this Deed of Trust, prior to any right, title, or interest in or claim
on the Land attaching or accruing subsequent to the lien of this Deed of Trust, and will be
payable by Trustor to Beneficiary on demand.
on4o 02aW04/00 1e IIIIIIIIIIII III IIIIIIII III II II 111111111111
IIIII III 1 W2�50/02600�084GOA
9 of 35
8.7 Inspection Rights.
On reasonable notice (except in the case of an emergency), and without releasing Truster
from any obligation to cure any default of Truster, Beneficiary or its agents, representatives, and
employees acting by themselves or through a court -appointed receiver, may, from time to time
and at all reasonable times (or at any time in the case of an emergency) enter and inspect the
Land and every part of it and perform any acts and things as Beneficiary deems necessary or
desirable to inspect, investigate, assess, and protect the security of this Deed of Trust, for the
purpose of determining compliance with covenants and restrictions contained this Deed of Trust.
8.8 Judgment on Environmental Provision.
Beneficiary or its agents, representatives, and employees may seek a judgment that
Trustor has breached its covenants, representations, or warranties in Article 6 of this Deed of
Trustor any other covenants, representations, or warranties that are deemed to be environmental
provisions pursuant to California Code of Civil Procedure § 736 (each an Environmental
Provision), by commencing and maintaining an action or actions in any court of competent
jurisdiction pursuant to California Code of Civil Procedure § 736, whether commenced prior to
or after foreclosure of the lien of this Deed of Trust. Beneficiary or its agents, representatives,
and employees may also seek an injunction to cause Trustor to abate any action in violation of
any Environmental Provision and may seek the recovery of all costs, damages, expenses, fees,
penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket
costs or expenses actually incurred by Beneficiary (collectively, "Environmental Costs") incurred
or advanced by Beneficiary relating to the cleanup, remedy, or other response action required by
any Hazardous Materials Law, or any Hazardous Materials Claim, or which Beneficiary believes
necessary to protect the Land. It will be conclusively presumed between Beneficiary and Trustor
that all Environmental Costs incurred or advanced by Beneficiary relating to the cleanup,
remedy, or other response action of or to the Land were made by Beneficiary in good faith. All
Environmental Costs incurred by Beneficiary under this subsection (including, without
limitation, court costs, consultant fees, and reasonable attorney fees, whether incurred in
litigation and whether before or after judgment) will bear interest at the legal rate from the date
of expenditure until those sums have been paid in full. Beneficiary will be entitled to bid, at any
trustee's or foreclosure sale of the Land, the amount of the costs, expenses, and interest in
addition to the amount of the Loan.
8.9 Waive Lien.
Beneficiary or its agents, representatives, and employees may waive its lien against the
Land or any portion of it, including the Improvements and the Land, to the extent that the Land is
found to be environmentally impaired in accordance with California Code of Civil Procedure §
726.5, and to exercise all rights and remedies of an unsecured creditor against Trustor and all of
Trustees assets and property for the recovery of any deficiency and Environmental Costs,
including, but not limited to, seeking an attachment order under California Code of Civil
Procedure § 483.010. As between Beneficiary and Trustor, for purposes of California Code of
Civil Procedure § 726.5, Trustor will have the burden of proving that Trustor or any related party
(or any affiliate or agent of Trustor or any related party) was not in any way negligent in
permitting the Release or threatened Release of the Hazardous Materials.
;05�40ozao ,00 20 1111111111111111111111111111111111111111111111111111111 0?ee20 3500R
8.10 Remedies Cumulative.
All remedies of Beneficiary provided for in this Deed of Trust are cumulative and will be
in addition to all other rights and remedies provided in any other Security Documents or the
Affordable Housing Agreement or provided by law, including any banker's lien and right of
offset. The exercise of any right or remedy by Beneficiary will not in any way constitute a cure
or waiver of default, will not invalidate any act done pursuant to any notice of default, nor will it
prejudice Beneficiary in the exercise of any of its rights unless, in the exercise of those rights,
Beneficiary collects the total amount of the Loan.
ARTICLE 9
SECURITY AGREEMENT
9.1 Security Interest.
The security interest includes all policies of insurance arising out of the ownership of the
Land, and all accounts, contract rights, chattel paper, instruments, general intangibles, and other
obligations of any kind now or later existing, arising out of, or in connection with the ownership
and maintenance of the Land (the "Collateral"). The security interest also includes all rights now
or later existing in all security agreements, leases, and other contracts securing or otherwise
relating to any accounts, contract rights, chattel paper, instruments, general intangibles, or
obligations; all causes of action and recoveries now or later existing for any loss or diminution in
value of the Land; all proceeds of any of the Land; and, to the extent not otherwise included, all
payments under insurance (whether Beneficiary is the loss payee), or any indemnity, warranty, or
guaranty payable by reason of loss or damage to or otherwise with respect to any of the
Collateral.
9.2 Remedies.
Trustor agrees to execute and deliver on demand, and irrevocably constitutes and
appoints Beneficiary the attorney -in -fact of Trustor to execute, deliver, and file, any security
agreements, financing statements, continuation statements, or other instruments that Beneficiary
may request to impose, perfect, or continue the perfection of the lien or security interest created
by this Deed of Trust. Beneficiary has all rights and remedies, whether at law, in equity, or by
statute that are available to secured creditors. Any disposition may be conducted by an employee
or agent of Beneficiary or Trustee. Any Person, including both Trustor and Beneficiary, will be
eligible to purchase any part or all of the Collateral at any disposition.
9.3 Expenses.
Expenses of retaking, holding, and preparing for sale, selling, or the like will be bome by
Trustor and will include Beneficiary's and Trustee's attorney fees and legal expenses. Trustor, on
demand of Beneficiary, will assemble the Collateral and make it available to Beneficiary at the
Land, a place deemed to be reasonably convenient to Beneficiary and Trustor. Beneficiary will
give Trustor at least ten (10) days' prior written notice of the time and place of any public sale or
other disposition of the Collateral or of the time of or after which any private sale or any other
intended disposition is to be made. If the notice is sent to Trustor in the manner provided for the
mailing of notices in this Deed of Trust, it is deemed reasonable notice to Trustor.
osi oz a o, ,� 21 11111111111111111111111 HE IN 11111111111111111111111 a zees 0a0�350aR
9.4 Assignment of Agreements.
(a) As security for the Loan, Trustor sells, assigns, transfers, sets over, and
delivers to Beneficiary (subject to the prior rights of any construction or permanent
lender(s)) all of Trustor's right, title, and interest in all agreements, permits, and contracts
pertaining to the ownership and maintenance of the Land, including, but not limited to,
environmental impact reports; negative declarations; map approvals; grading permits;
conditional use permits; applications for all permits; management agreements; all
development rights in the Land that Trustor may now or later acquire (including, without
limitation, development rights arising in connection with any action by a governmental
entity, including, by way of illustration, but not of limitation, inducement resolutions of
county, municipal, or other governmental entities); agreements with contractors,
suppliers, and construction managers; and agreements pertaining to the transfer of
development rights or permitted floor area under applicable laws or ordinances
(collectively, "Agreements"), as they may be amended or otherwise modified from time
to time, including, without limitation, the right of Truster to terminate any of the
Agreements, to perform under them, and to compel performance and otherwise exercise
all remedies under them, together with the immediate and continuing right to collect and
receive all sums that may become due to Truster, or which Trustor may now or later
become entitled to demand or claim, arising or issuing out of the Agreements, including,
without limitation, claims of Trustor for damages arising out of breach of or default under
any of the Agreements and all rights of Trustor to receive proceeds of any insurance,
indemnity, warranty, or guaranty with respect to any of the Agreements. However, so
long as no Event of Default has occurred and is continuing, Trustor will have the right
under a license granted to collect and retain all sums that may become payable to Trustor
under the Agreements.
(b) Trustor covenants and agrees to punctually observe, perform, and
discharge the obligations, terms, covenants, conditions, and warranties to be observed,
performed, and discharged by it under the Agreements. Beneficiary, upon an Event of
Default, at its option and upon written notice to Trustor, will have the right to declare the
assignment in this Section 9.4 to be absolute, and, in addition, Beneficiary will have the
complete right then or later to exercise and enforce all of the rights and remedies
provided by law.
(c) The acceptance by Beneficiary of the assignment in this Article 9.5, with
all the rights, powers, privileges, and authority granted will not, prior to the exercise of
Beneficiary's right to declare the assignment in this Article 9.4 to be absolute, obligate
Beneficiary to assume any obligations under the Agreements or to take any action under
them, or to expend any money or incur any expense or perform or discharge any
obligation, duty, or liability under the Agreements, or to assume any obligation or
responsibility for the nonperformance of the provisions by Trustor.
�os�ao oz e o oaioo 22 I 11111111111111111111111111111111111 II III 1111111111111111 1e.2 5/20s Des MA
ARTICLE 10
ASSIGNMENT OF LEASES AND RENTS
10.1 Assignment.
Trustor irrevocably assigns to Beneficiary:
(a) all of Truster's right, title, and interest in all leases; licenses; agreements
relating to the management, leasing, or operation of the Land; and other agreements of
any kind relating to the use or occupancy of the Land, whether now existing or entered
into after the date of this Deed of Trust; and
(b) the rents, issues, and profits of the Land, including, without limitation, all
amounts payable and all rights and benefits accruing to Truster under any leases (the
"Payments"), for the purposes and on the terms and conditions below. This is a present
and absolute assignment, not an assignment for security purposes only, and Beneficiary's
right to the leases and payments is not contingent on, and may be exercised without,
possession of the Land.
10.2 License.
Beneficiary confers on Trustor a license (the "License") to collect and retain the
Payments as they become due until the occurrence of an Event of Default. Upon an Event of
Default, the License will be automatically revoked and Beneficiary may collect and retain the
Payments without notice and without taking possession of the Land. The lessees will have no
right or duty to inquire as to whether any Default has actually occurred or is then existing.
Trustor relieves the lessees from any liability to Trustor by reason of relying on and complying
with any notice or demand by Beneficiary.
10.3 Effect of Assignment.
The assignment will not impose on Beneficiary any duty to produce rents, issues, or
profits from the Land, or cause Beneficiary to be:
(a) a mortgagee -in -possession for any purpose;
(b) responsible for performing any of the obligations of the lessor under any
leases; or
(c) responsible for any waste committed by lessees or any other parties, any
dangerous or defective condition of the Land, or any negligence in the management,
upkeep, repair, or control of the Land.
Beneficiary will not be liable to Trustor or any other party as a consequence of the
exercise of the rights granted to Beneficiary under this assignment.
onao 02 a M4/0o 23 111111111111111111111111111111111111111111111111111111111111111 10 25/ s D0 03500R
10.4 Section Leasing Covenants.
Trustor covenants and agrees as follows:
(a) At Trustor's sole cost to:
(i) perform all obligations of the lessor under the any leases and
enforce performance by the lessees of their obligations under such leases;
(ii) subject to the provisions of Section 10.4(b) below, enforce all
remedies available to Trustor in case of default by the lessees under the leases and
prosecute and defend any action, arbitration, or other controversy relating to the
leases or to Trustor's interest in the leases;
(iii) exercise diligent, good -faith efforts to keep all portions of the
Land, if applicable, ]eased at all times and at rental rates set forth in the
Affordable Housing Agreement; and
(iv) promptly upon execution, deliver to Beneficiary fully executed
counterpart originals of the leases; and
(b) except in compliance with the terms of the Affordable Housing
Agreement, not to enter into, assign, terminate, modify, or amend the terms of, any
leases, or to assign the Payments, or to subordinate the leases to any other deed of trust or
encumbrances.
Any attempted action in violation of the provisions of this Section 10.4(b) will be
voidable at Beneficiary's election.
10.5 Application of Rents.
Beneficiary, in its sole discretion, may apply, or require the application of, all amounts
received pursuant to the assignment to the payment of any one or more of the obligations in any
order that Beneficiary may elect.
10.6 Remedies.
In addition to any other remedies in this Deed of Trust, Beneficiary will have the
following rights and remedies upon the occurrence of an Event of Default:
(a) To receive the Payments and any other amounts arising or accruing under
the leases or from the Land;
(b) To collect, sue for, settle, compromise, and give releases for the Payments
and pursue any remedies for the enforcement of the leases or Trustor's rights under the
leases; and
394/015610-0026 I IIIIII IIIIII IIII IIIIII IIII IIII IIIIIII III IIIhII II IIII 2800 442 f ss
105740.02 a10/04/00 24- 10/25/2000 68: eeR
(c) To take possession of the Land, and hold, manage, lease, and operate it on
any terms and for any period of time that Beneficiary may deem proper and, either with
or without taking possession of the Land, in its own name, make from time to time all
alterations, renovations, repairs, or replacements that Beneficiary may deem proper.
10.7 Definitions.
The terms lessor and lessors as used in this Deed of Trust will include all owners,
landlords, licensors, and other parties in a similar position with respect to the leases. The terms
lessee and lessees will include any tenants and licensees and any other parties in a similar
position and will also include any guarantor or other obligors under the leases.
ARTICLE 11
MISCELLANEOUS
11.1 Successor Trustee.
Beneficiary may remove Trustee or any successor trustee at any time and appoint a
successor trustee by recording a written substitution in the county where the Land is located, or
in any other manner permitted by law. Upon that appointment, all of the powers, rights, and
authority of Trustee will immediately become vested in the successor.
11.2 No Waiver.
No waiver by Beneficiary of any default or breach by Trustor will be implied from any
omission by Beneficiary to take action on account of that default if the default persists or is
repeated. Also, no express waiver will affect any default other than the default in the waiver and
the waiver will be operative only for the time and to the extent stated. Waivers of any covenant,
term, or condition in this Deed of Trust will not be construed as a waiver of any subsequent
breach of the same covenant, term, or condition. The consent or approval by Beneficiary for any
act by Trustor requiring further consent or approval will not be deemed to waive or render
unnecessary the consent or approval for any subsequent similar act.
11.3 Abandonment.
Subject to any chattel mortgages, security agreements, or other liens on title that may
exist with the consent of Beneficiary, or any provided for in this Deed of Trust, all Personalty
that upon foreclosure of the Land is owned by Trustor and is used in connection with the
maintenance of the Land will be deemed at Beneficiary's option to have become on that date a
part of the Land and abandoned to Beneficiary in its then condition.
11.4 Notices .
All notices, advices, demands, requests, consents, statements, satisfactions, waivers,
designations, refusals, confirmations, or denials that may be required or contemplated under this
Deed of Trust for any party to serve on or give to any other will be in writing, and, if not in
writing, will not be deemed to have been given. Also, they must be either personally served or
sent with return receipt requested by registered or certified mail with postage (including
394/015610-0026 105740.02 aio/o4/00 -25 IIIIIIIIIIIIIIIIIIIIIIII E INIIIIIIIIIIIIIIII IIIIII i0, 206000003500E
registration or certification charges) prepaid in a securely enclosed and sealed envelope as
follows:
If to Trustor: DC & TC, LLC
71084 Tamerisk Lane
Rancho Mirage, CA 92270
Attn: Michael Shovlin
If to Beneficiary: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
11.5 Survival.
The covenants and agreements in this Deed of Trust will bind and inure to the benefit of
Beneficiary and Trustor and their successors and assigns. It is agreed that Beneficiary may assign
to or grant a participation in any one or more lenders, free from any right of counterclaim,
recoupment, or setoff, by Trustor, Beneficiary's rights and obligations in whole or in part under
the Security Documents. Nothing in this Section 11.5 is intended to limit other provisions in any
other Security Documents or in the Affordable Housing Agreement or any recorded document
that by their terms survive the repayment of the Loan or the termination of any Security
Document.
11.6 Severability.
If any tern, provision, covenant, or condition of this Deed of Trust or any application of
it is held by a court of competent jurisdiction to be invalid, void, or unenforceable, in whole or in
part, all terms, provisions, covenants, and conditions of this Deed of Trust and all applications of
it not held invalid, void, or unenforceable will continue in full force and will not be affected,
impaired, or invalidated.
11.7 References to Foreclosure.
References in this Deed of Trust to foreclosure and related phrases are references to the
appropriate procedure in connection with Trustee's private power of sale, any judicial foreclosure
proceeding, and any deed given in lieu of foreclosure.
11.8 Joinder of Foreclosure.
If Beneficiary holds any other or additional security for the payment of any Loan or
performance of any Obligation, its sale or foreclosure, on any default in the payment or
performance, in Beneficiary's sole discretion, may be prior to, subsequent to, or joined or
otherwise contemporaneous with any sale or foreclosure. In addition to the rights in this Deed of
Trust specifically conferred, Beneficiary, at any time and from time to time, may exercise any
right or remedy now or later given by law to beneficiaries under deeds of trust generally, or to
the holders of any obligations of the kind secured.
1111111111111111111111HEIN1111111III1111111II1111 2ee26 o0000
394/015610-0026 2( 10J25/2000 E9 00R
105740.03 a10/13/00
11.9 Rights of Beneficiary and Trustee .
At any time and from time to time, without liability and without notice, and without
releasing or otherwise affecting the liability of any person for payment of any of the Loan:
(a) Beneficiary, at its sole discretion and only in writing, may extend the time
for or release any Person now or later liable for payment of any of the Loan, or accept or
release additional security, or subordinate the lien or charge of this Deed of Trust; or
(b) Trustee, on written request of Beneficiary and presentation of the
Developer Note, any additional notes secured by this Deed of Trust, and this Deed of
Trust for endorsement, may reconvey any part of the Land, consent to the making of any
map or plat of it, join in granting any easement on it, or join in any agreement of
extension or subordination.
On Beneficiary's written request and surrender of the Developer Note, any additional
notes secured by this Deed of Trust, and this Deed of Trust to Trustee for cancellation, and on
payment to Trustee of its fees and expenses, Trustee will reconvey without warranty the then
trust property. The recitals in any reconveyance will be conclusive proof of the truthfulness of
them, and the grantee in any reconveyance may be described as the person legally entitled.
11.10 Copies.
Trustor will promptly give to Beneficiary copies of:
(a) all notices of violation that Trustor receives from any governmental
agency or authority; and
(b) all notices of default that Trustor receives under the Bond Documents.
11.11 Subordination to Contracts of Sale and Leases.
At the option of Beneficiary, this Deed of Trust will become subject and subordinate, in
whole or in part (but not with respect to priority of entitlement to any insurance proceeds,
damages, awards, or compensation resulting from damage to the Land or condemnation or
exercise of power of eminent domain), to any contracts of sale or any leases of the Land on the
execution by Beneficiary and recording of a unilateral declaration to that effect in the official
records of the county and state where the Land is located. Beneficiary may require the issuance
of any title insurance endorsements to the Title Policy in connection with any subordination that
Beneficiary, in its judgment, determines are appropriate, and Trustor will be obligated to pay any
cost or expense incurred in connection with the issuance.
11.12 No Merger.
So long as any of the Loan remains unpaid or Beneficiary has any further obligation
under the Security Documents, unless Beneficiary otherwise consents in writing, the fee estate of
Trustor in the Land or any part of it will not merge, by operation of law or otherwise, with any
leasehold or other estate in the Land or any part of it, but will always be kept separate and
105 40.02 e�04/00 -2 / 111111111111111111111111111111111111111111111111111III 10/2A ,27 of' 00060 3500R
distinct, regardless of the union of the fee estate and the leasehold or other estate in Trustor or
any other Person.
11.13 Performance by Trustor.
Trustor will faithfully perform every covenant to be performed by Trustor under any lien
or encumbrance, including, without limiting the generality of this Deed of Trust, mortgages,
deeds of trust, leases, declarations or covenants, conditions and restrictions, and other
agreements that affect the Land, in law or in equity, that Beneficiary reasonably believes may be
prior and superior to or on a parity with the lien or charge of this Deed of Trust. A breach of or a
default under any lien or encumbrance that exists after any applicable grace period in the
pertinent instrument has expired without that breach or default having been cured, will constitute
an Event of Default under this Deed of Trust. If Trustor fails to do so, Beneficiary, without
demand or notice and in its sole judgment, may do any things required by Trustor by any of the
provisions in this Deed of Trust and incur and pay expenses in connection with such provisions.
Nothing in this section affects Trustor's obligations pursuant to Sections 5.2 and 5.3 of this Deed
of Trust or limits Beneficiary's rights.
11.14 Junior Liens.
Trustor agrees:
(a) that as of the date of this Deed of Trust there are no encumbrances to
secure debts junior to this Deed of Trust; and
(b) that there are to be none as of the date when this Deed of Trust becomes of
record.
11.15 Waiver of Statute of Limitations.
The pleading of any statute of limitations as a defense to any obligations secured by this
Deed of Trust is waived, to the fullest extent permissible by law.
11.16 Charges for Statements.
Trustor agrees to pay Beneficiary's reasonable charge, to the maximum amount permitted
by law, for any statement regarding the obligations secured by this Deed of Trust requested by
Trustor or on its behalf.
11.17 Waiver of Marshaling Rights.
(a) Trustor, for itself and for all parties claiming through or under Trustor, and
for all parties who may acquire a lien on or interest in the Land, waives all rights to have
the Land or any other property that is now or later may be security for any Obligation
("Other Land") marshaled on any foreclosure of this Deed of Trust or on a foreclosure of
any other security for any of the Obligations. Beneficiary will have the right to sell, and
any court in which foreclosure proceedings may be brought will have the right to order a
IIIIII IIIIII IIIIIIIIIIIIIIIIIIIIIII IIIIIIII IN2A008 of 35
394/015610-0026 _28_
I05740.02 a10/04/00 10,'2512000 08 � 00R
sale of, the Land and any of the Other Land as a whole or in separate parcels, in any order
that Beneficiary may designate.
11.18 Acceptance of Trust; Powers and Duties of Trustee.
Trustee accepts this trust when this Deed of Trust is recorded. From time to time on
written request of Beneficiary and presentation of this Deed of Trust for endorsement, and
without affecting the personal liability of any person for payment of any indebtedness or the
performance of any obligations, Trustee may, without liability and without notice:
(a) reconvey all or any part of the Land;
(b) consent to the making of any map or plat; and
(c) join in any grant of easement, any declaration of covenants, conditions,
and restrictions, any extension agreement, or any agreement subordinating the lien or
charge of this Deed of Trust.
Except as may be required by applicable law, Trustee or Beneficiary may from time to
time apply to any court of competent jurisdiction for aid and direction in the execution of the
trust and the enforcement of the rights and remedies available, and may obtain orders or decrees
directing, confirming, or approving acts in the execution of the trust and the enforcement of the
remedies. Trustee has no obligation to notify any party of any pending sale or any action or
proceeding, including, without limitation, actions in which Truster, Beneficiary, or Trustee will
be a party, unless held or commenced and maintained by Trustee under this Deed of Trust.
Trustee will not be obligated to perform any act required of it under this Deed of Trust unless the
performance of the act is requested in writing and Trustee is reasonably indemnified and held
harmless against any loss, cost, liability, or expense.
11.19 Releases, Extensions, Modifications, and Additional Security.
Without notice to or the consent, approval, or agreement of any persons or entities having
any interest at any time in the Land or in any manner obligated under the Obligations (the
"Interested Parties"), Beneficiary may, from time to time, release any person or entity from
liability for the payment or performance of any Obligation; take any action or make any
agreement extending the maturity or otherwise altering the terms or increasing the amount of any
Obligation; or accept additional security or release the Land or other security for any Obligation.
None of these actions will release or reduce the personal liability of any of the Interested Parties,
or release or impair the lien of this Deed of Trust, or the priority of it on the Land. However, no
action taken or agreement made by Beneficiary to extend the maturity or otherwise alter the
terms or increase the amount of any Obligation will be binding on Trustor without Trustor's
consent.
11.20 Reconveyance.
Upon the payment of the Loan and performance of all Obligations, including, without
limitation, Beneficiary's receipt of all sums owing and outstanding under the Developer Note,
unless waived by the Beneficiary under the terms of the Developer Note, Beneficiary will deliver
10574 .02 alO 0 - 111111 HE 11111111111 III 1111111 II 1111 16 eee 9 200003500R
705740.02 a10/04/00 29-
to Trustee a written request for reconveyance, and will surrender to Trustee for cancellation this
Deed of Trust and any note or instrument evidencing the Loan and the Obligations. However,
Beneficiary will have no obligation to deliver the written request and documents until
Beneficiary has been paid by Truster, in immediately available funds, all escrow, closing, and
recording costs, the costs of preparing and issuing the reconveyance, and any trustee's or
reconveyance fees. On Trustee's receipt of the written request by Beneficiary and the documents,
Trustee will reconvey, without warranty, the Land or that portion then held. To the extent
permitted by law, the reconveyance may describe the grantee as the person or persons legally
entitled and the recitals of any matters or facts in any reconveyance will be conclusive proof of
the truthfulness of them. Neither Beneficiary nor Trustee will have any duty to determine the
rights of persons claiming to be rightful grantees of any reconveyance. When the Land has been
fully reconveyed, the last reconveyance will operate as a reassignment of all future rents, issues,
and profits of the Land to the person legally entitled.
11.21 Subrogation.
Beneficiary's rights will be subrogated to the lien of all encumbrances, whether released
of record, paid in whole or in part by Beneficiary pursuant to this Deed of Trust, or by the
proceeds of the Loan secured by this Deed of Trust.
11.22 Obligations of Trustor Joint and Several.
If more than one person has executed this Deed of Trust as Trustor, the obligations of all
those persons will be joint and several.
11.23 Rules of Construction.
When the identity of the parties or other circumstances make it appropriate, the singular
number includes the plural.
11.24 Successors in Interest.
The terms, covenants, and conditions in this Deed of Trust will be binding on and inure to
the benefit of the heirs, successors, and assigns of the parties.
11.25 No Offset.
Trustor will pay to Beneficiary all amounts owing, if not waived, under the Developer
Note, this Deed of Trust, or any of the other Obligations without deduction, offset, or
counterclaim of any kind.
11.26 Governing Law.
The parties expressly agree that this Deed of Trust (including, without limitation, all
questions regarding permissive rates of interest) will be governed by or construed in accordance
with the laws of the State of California.
o5740M a]0/04/00 -30 1111111111111111111111111111 IN 1111111111 IIII IIII IIII 1e 2000 0W 0 0198
11.27 Partial Reconveyances .
Upon thirty (30) days' prior written request by Trustor to Beneficiary requesting that a
Unit (as defined in the Affordable Housing, Agreement) or any portion of the Land be
reconveyed in connection with the sale of a Unit (as provided in the Affordable Housing
Agreement), Beneficiary shall cause such Unit to be released from the lien of this Deed of Trust
by depositing a request for the partial reconveyance into an escrow opened by or for Trustor in
connection with the sale of each Unit, and the principal amount of the Developer Note shall be
reduced as provided therein.
NOTICE: THIS DEED OF TRUST CONTAINS A SUBORDINATION CLAUSE
WHICH MAY RESULT IN YOUR SECURITY INTEREST IN THE PROPERTY
BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME
OTHER OR LATER SECURITY INSTRUMENT.
In Witness Whereof, Trustor has executed this Deed of Trust as of the day and year first
above written.
TRUSTOR:
DC & TC, LLC, a California limited liability
company
By:
Name: AICHAL•G �t�o✓L/ice
Its: �t�?k
10574 .02 M 026 I IIIII IIIIII II III IIIII III II I'I II II I I III 2800-420&74
1OP40.02 al0/00/00 31' I0,'2s/31b 935
31 0£ 3s
STATE OF CALIFORNIA )
) ss.
COUNTY OF 17✓,f W1We )
On x /7 , 2000 before me, a notary public, personally appeared
/�j�yq� a/ fta y�„✓ p r proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me thateptheexecuted the same in(95terauthorized capacity, and that by
is signature on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESSmy band and official seal.
//
Name: On/yv /l• EGL/,/
DONNA M. BLS
Canrnhdon i 1195665
i.
Mver*10 County
db'emn-BouSep5,MM
[SEAL]
2000-420074
1os740M.1004100 33 IIIIIIIIIIIIIIIII IIIIIIIIIII IIIIIIIIIiI III IIIII IIII IIII 10J25/32 o08 80F
11.27 Partial Reconvevances.
Upon thirty (30) days' prior written request by Trustor to Beneficiary requesting that a
Unit (as defined in the Affordable Housing Agreement) or any portion of the Land be reconveyed
in connection with the sale of a Unit (as provided in the Affordable Housing Agreement),
Beneficiary shall cause such Unit to be released from the lien of this Deed of Trust by depositing
a request for the partial reconveyance into an escrow opened by or for Trustor in connection with
the sale of each Unit, and the principal amount of the Developer Note shall be reduced as
provided therein.
NOTICE: THIS DEED OF TRUST CONTAINS A SUBORDINATION CLAUSE
WHICH MAY RESULT IN YOUR SECURITY INTEREST IN THE PROPERTY
BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME
OTHER OR LATER SECURITY INSTRUMENT.
In Witness Whereof, Trustor has executed this Deed of Trust as of the day and year first
above written.
I 11-3to] ItA
DC & TC, LLC, a California limited liability
company
am
Name: Michael J. Shovlin
Its: Managigp Member
BENEFICIARY:
LA QUINTA REDEVELOPMENT AGENCY,
a public body corporate and politic
By: Y�—J & "L—
/—
Name: /- Thomas P. Genovese
Its: Executive Director
IIIIII IIIIII IIII 111111 HEIIII IIIII1I III IIIII IIII IIII 10 2800 3 00 63506R
STATE OF CALIFORNIA )
ss.
COUNTY O ✓�S/AFL )
n ,f/;�I)d od / 0C)0 D 6 , before me, a notary public, personally appeared
, personally known to me (or'�me
4the h2s s- of i F etsFy @vidcngco to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/sjvt executed the same in his/;&r authorized capacity,
and that by hisVr signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
and official
j OM"dHU HENSLET
12744
�alslon # 127M58
NOW P"C - California
Idveaide County
@WCoryrn.E,q*esAug19.20D4
[SEAL]
9394/015610-0002 6055.03 a0724/00 3 11111111111111111111111111111111111111111111111111111111 19/25/202096 4b �0 3SB0R
mmvow_lm
LEGAL DESCRIPTION
LOTS 1 THROUGH 12, 19, 41 THROUGH 86, AND LETTERED LOTS A, B, D, E, AND H
THROUGH R, INCLUSIVE, OF TRACT NO. 28601-1, AS SHOWN BY MAP ON FILE IN
BOOK 278, PAGES 86 THROUGH 90 OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
,oSaoozaooaioo 32 11111111111 iei00352ea35eee
PROMISSORY NOTE
Note Amount: $ 4,627,172.00
La Quinta, California
DATE: (- tcher /3 axc)
On October of � , 2010 (the "Maturity Date"), for money advanced and value received,
the undersigned (the "Promisor"), promises to pay to the La Quinta Redevelopment Agency (the
"Holder"), or to order at 78-495 Calle Tampico, La Quinta, California 92253, or any other place
designated in a writing submitted by Holder to Promisor, the principal sum of FOUR MILLION
SIX HUNDRED TWENTY-SEVEN THOUSAND ONE HUNDRED SEVENTY-TWO
DOLLARS AND NO CENTS ($4,627,172.00), with no interest on the principal amount;
provided, however, that the payment of the principal sum shall be waived and the obligation
deemed for all purposes fully satisfied upon performance by Promisor of considerations and
covenants provided in the Affordable Housing Agreement executed by and between the Promisor
and the Holder's predecessor -in -interest (the "Affordable Housing Agreement"), or upon
termination of the Affordable Housing Agreement under its terms. In addition, pursuant to
Section 201(3) of the Affordable Housing Agreement, the principal amount of this Developer
Promissory Note shall be automatically reduced by one -fifty-ninth (1/59) of the face amount of
this Developer Promissory Note upon the close of each escrow for a Unit (as defined in the
Affordable Housing Agreement).
Principal and interest payable under this Developer Promissory Note, if any, shall be paid
in lawful money of the United States of America. There shall be no prepayment of this
Developer Promissory Note permitted.
This Developer Promissory Note is secured by, among other things, the Deed of Trust
and Security Agreement with Assignment of Rents and Agreements dated the same date as this
Developer Promissory Note, executed by Promisor, as truster, in favor of Holder, as beneficiary
(the "Deed of Trust"), and encumbering the fee interest in the real property described in the Deed
of Trust (the "Land"). The Holder will be entitled to the benefits of the security provided by the
Deed of Trust and will have the right to enforce the covenants and agreements of Promisor
contained in the Deed of Trust and the Affordable Housing Agreement.
If:
(a) Promisor fails to pay when due any sums payable under this Developer
Promissory Note;
(a) an Event of Default (as defined in the Deed of Trust) occurs; or
(a) a default under the Affordable Housing Agreement occurs which is not
cured within the applicable cure period set forth therein;
then Holder, at its sole option, shall have the right to declare all sums owing under this
Developer Promissory Note immediately due and payable. However, if any document related to
this Developer Promissory Note (including, but not limited to, the Affordable Housing
394/015610-0026
105695.03 a10/13/00
Agreement) provides for the automatic acceleration of payment of sums owing under this
Developer Promissory Note, all sums owing shall be automatically due in accordance with the
terms of that document.
Promisor shall pay to Holder all sums owing under this Developer Promissory Note, if
not waived, without deduction, offset, or counterclaim of any kind. The advance of money
evidenced by this Developer Promissory Note and secured by the Deed of Trust shall in no
manner make Holder the partner or joint venturer of Promisor.
If any attorney is engaged by Holder to enforce or construe any provision of this
Developer Promissory Note, the Deed of Trust, the Affordable Housing Agreement or any other
Security Documents (as defined in the Deed of Trust) or as a consequence of any Event of
Default, with or without the filing of any legal action or proceeding, then Promisor shall
immediately pay to Holder on demand all reasonable attorney fees and other costs incurred by
Holder, together with interest.
No previous waiver or failure or delay by Holder in acting with respect to the terms of
this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement shall
constitute a waiver of any breach, default, or failure of condition under this Developer
Promissory Note, the Deed of Trust or the Affordable Housing Agreement. A waiver of any
term of this Developer Promissory Note, the Deed of Trust or the Affordable Housing
Agreement must be made in writing and shall be limited to the express written terms of the
waiver. If there are any inconsistencies between the terms of this Developer Promissory Note
and the terms of the Deed of Trust or the Affordable Housing Agreement, the terms of this
Developer Promissory Note shall prevail.
All notice required or permitted in connection with this Developer Promissory Note shall
be in writing and shall be given at the place and in the manner provided in the Deed of Trust for
the giving of notices.
If this Developer Promissory Note is executed by more than one person or entity as
Promisor, the obligations of each person or entity shall be joint and several. No person or entity
shall be a mere accommodation maker, but each shall be primarily and directly liable. Promisor
waives presentment; demand; notice of dishonor; notice of default or delinquency; notice of
acceleration; notice of protest and nonpayment; notice of costs, expenses, or losses and interest;
notice of interest on interest and late charges; and diligence in taking any action to collect any
sums owing under this Developer Promissory Note or in proceeding against any of the rights or
interests to properties securing payment of this Developer Promissory Note. Time is of the
essence with respect to every provision of this Developer Promissory Note. This Developer
Promissory Note shall be construed and enforced in accordance with the laws of the State of
California, except to the extent that Federal law preempts state law, and all persons and entities
in any manner obligated under this Developer Promissory Note consent to the jurisdiction of any
Federal or State Court within California having proper venue and also consent to service of
process by any means authorized by California or Federal law.
Promisor shall not be personally liable for the payment of the indebtedness or any
obligations evidenced by this Developer Promissory Note or the Affordable Housing Agreement,
394/015610-0026
105695.02 a10/04/00 -2-
and any judgment or decree in any action brought to enforce the obligation of Promisor to pay
the indebtedness shall be enforceable against Promisor and the partners of the Promisor, if any,
only to the extent of Promisor's interest in the Land and any other collateral pledged,
encumbered, or otherwise covered by the Deed of Trust. Any judgment or decree shall not be
subject to execution, or be a lien, on the assets of Promisor and the partners of the Promisor, if
any, other than Promisor's interest in the Land and any other collateral pledged, encumbered, or
otherwise covered by the Deed of Trust.
Nothing in the preceding paragraph shall affect or limit the rights of Holder to enforce
any of Holder's rights or remedies with respect to any portion of the Land or any other collateral
pledged, encumbered, or otherwise covered by the Deed of Trust.
"Promisor"
DC & TC, LLC, a California limited liability
company
By:
Name: MIGNAXL ✓ S U✓Lii✓
Its:
394/015610-0026
1056995.02 a]0/"00 _3_
FIRST IMPLEMENTATION AGREEMENT REGARDING PROPERTY TAX PAYMENTS
This First Implementation Agreement Regarding �Ppperty Tax Payments
("Implementation Agreement") is entered into this,24 'day of October, 20000,
between The La Quinta Redevelopment Agency ("Seller" or "Agency") and DC &TC,
LLC ("Buyer" or "Developer").
RECITALS:
A. Agency and Developer are parties to that Affordable Housing Agreement dated
September 19, 2000 and modified by that certain "Assignment "Assumption
Agreement And Amendment to Affordable Housing Agreement dated September
19, 2000 (collectively "Agreement").
B. Said Agreement provides for total Agency Assistance, as defined in said
Agreement, of $4,627,172, of which $115,248 is allocated for Additional Cost
Reimbursement. Said Additional Cost Reimbursement is allocated for costs
incurred for fees incurred by Developer for utility connection charges, water
meter fees, capacity fees, or other utility charges acceptable to the Agency.
C. Agency and Developer wish to close the Acquisition Escrow (as defined in the
Agreement) which is escrow number 70526-LK with First American Title
Company of Riverside, California ("Escrow Agent"). Escrow Agent has
informed Agency and Developer that the first half property tax payments for
fiscal year 2000-2001 in the amount of $12,020.91 would ordinarily be
prorated between the Buyer and the Seller. The pro -ration of this property tax
expense as of October 20,2000 would be $4,741.58 allocated to the Buyer and
$7,279.33 allocated to the Seller. The Buyer's share of this expense would be
reduced and the Seller's share would be increased by $66.78 for each day past
October 20, 2000.
D. Agency represents that it is exempt from the obligation to make property tax
payments on properties it owns, including the subject property. Property taxes
may currently be accruing on the Property due to delay on the part of the
Riverside County Tax Assessor in processing the Agency's acquisition of the
Property in July 2000.
Therefore, in light of the foregoing, the parties hereby agree as follows:
1. As instructions to Escrow Agent by the parties, Escrow Agent is to prorate the
property tax obligation between the parties using the figures outlined above and
close the escrow.
2. Agency and Developer agree that the funds Agency expends for its pro-rata
share of property taxes in this escrow will be debited from the $115,248
Additional Cost Reimbursement described above. Upon Developer's receipt of
the expected refund on the Agency's share of the property tax payments (the
"Refund Amount"), Developer shall retain the Refund Amount and apply it to the
costs anticipated therefore in the Agreement. In the event the refund is made
C\My Documents\WPDOCS\DCTC-ImpAgrmt-Tax I.wpd
by the County of Riverside to the Agency, then the Agency shall promptly pay
the Refund Amount over to the Developer. Agency and Developer shall provide
written notice to the other of any communications received from the County of
Riverside (including but not limited to the Tax Collector and Tax Assessor)
concerning the foregoing described refund.
3. Should the refund not be made by the County of Riverside to either Agency or
Developer by June 30, 2001, then Agency shall, automatically and without
further action required, re -adjust the Additional Assistance by crediting back the
Refund Amount and shall pay it to Developer in accordance with the
Agreement.
4. This Implementation Agreement does not modify the terms of the Agreement
but rather falls within the authority of the Agency's Executive Director or
delegated representative as contemplated under section 606 of the Agreement.
5. All other terms and conditions of the Agreement, shall remain in full force and
effect.
BUYER / DEVELOPER
DC & T�C, LLC.
By:
Michael J. S ovlin
Managing Member
Date: �' P �/ �Z)
SELLER / AGENCY
LA Q�UINTA REDEVELOPMENT AGENCY
By: /62c'Yv�et�! /(��
Thomas Genovese
Executive Director
CAMy Documents\WPDOCS\DCTC-ImpAgrmt-Ta l.wpd
SECOND IMPLEMENTATION AGREEMENT REGARDING CITY FEE PAYMENTS
This Second Implementation Agreement Regarding City Fee Payments (" Second
Implementation Agreement') is entered into this day of June, 2001, by and
between the La Quinta Redevelopment Agency ("Agency") and DC & TC, LLC
("Developer").
RECITALS:
A. Agency and Developer are parties to that certain "Affordable Housing
Agreement," dated September 19, 2000, and modified by that certain "Assignment
and Assumption Agreement and Amendment to Affordable Housing Agreement," dated
September 19, 2000, and clarified by that certain "First Implementation Agreement
Regarding Property Tax Payments," dated October 24, 2000 (collectively, the
"Agreement').
B. The Agreement provides for total Agency Assistance (as that term is
defined in the Agreement) of $4,627,172, of which $115,248 is allocated as
Additional Cost Reimbursement (as that term is defined in the Agreement). The
Additional Cost Reimbursement is allocated for costs incurred by Developer for utility
connection charges, water meter fees, capacity fees, or other utility charges
acceptable to the Agency.
C. Agency and Developer wish to clarify that the Additional Cost
Reimbursement amount shall also be applicable to any costs Developer may incur for
development -related fees for the SFR development (as that term is defined in the
Agreement) imposed by the City of La Quinta, including but not limited to building
permit fees, plan check fees, and inspection fees.
AGREEMENT:
NOW THEREFORE, in consideration of the foregoing Recitals and the covenants
hereinafter set forth, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Agreement shall be clarified as follows:
1. The $115,248 of Agency Assistance allocated for Additional Cost
Reimbursement may also be used to reimburse Developer for costs incurred by
the Developer for City -imposed development fees related to the SFR
development (as defined the Agreement), including but not limited to building
permit fees, plan check fees, and inspection fees.
G:\W PDOCS\AHADCTC2lmplam.doc
2. The parties agree that the Agency may, at its discretion, account for such
Developer -related charges as may be permitted by the Agreement as modified
by this Second Implementation Agreement to be paid or reimbursed from the
Additional Cost Reimbursement through bookkeeping adjustments, debiting, and
crediting appropriate accounts, rather than by issuing checks.
3. This Second Implementation Agreement does not modify the terms of the
Agreement but is a clarification that falls within the authority of the Agency's
Executive Director or delegated representative as contemplated under Section
606 of the Agreement.
4. Except for the clarification set forth hereinabove, all terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and entered into this
Second Implementation Agreement as of the date first above written.
"DEVELOPER"
DC & TC, LLC.
By:
MICHAEL J. SHOVLIN, Managing Member
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
By
THOMAS GENOVESE, Executive Director
ATTEST:
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
M. KATHERINE JENS N, Legal Counsel for
La Quinta Redevelopment Agency
G AWPDOCS\AHADCTC2lmplam.doc
PROMISSORY NOTE
Note Amount: $ 4,627,172.00
La Quinta, California
DATE: (ter'_ f"a h-e r / 3
11
On October -; , 2010 (the "Maturity Date"), for money advanced and value received,
the undersigned (the "Promisor"), promises to pay to the La Quinta Redevelopment Agency (the
"Holder"), or to order at 78-495 Calle Tampico, La Quinta, California 92253, or any other place
designated in a writing submitted by Holder to Promisor, the principal sum of FOUR MILLION
SIX HUNDRED TWENTY-SEVEN THOUSAND ONE HUNDRED SEVENTY-TWO
DOLLARS AND NO CENTS ($4,627,172.00), with no interest on the principal amount;
provided, however, that the payment of the principal sum shall be waived and the obligation
deemed for all purposes fully satisfied upon performance by Promisor of considerations and
covenants provided in the Affordable Housing Agreement executed by and between the Promisor
and the Holder's predecessor -in -interest (the "Affordable Housing Agreement'), or upon
termination of the Affordable Housing Agreement under its terms. In addition, pursuant to
Section 201(3) of the Affordable Housing Agreement, the principal amount of this Developer
Promissory Note shall be automatically reduced by one -fifty-ninth (1/59) of the face amount of
this Developer Promissory Note upon the close of each escrow for a Unit (as defined in the
Affordable Housing Agreement).
Principal and interest payable under this Developer Promissory Note, if any, shall be paid
in lawful money of the United States of America. There shall be no prepayment of this
Developer Promissory Note permitted.
This Developer Promissory Note is secured by, among other things, the Deed of Trust
and Security Agreement with Assignment of Rents and Agreements dated the same date as this
Developer Promissory Note, executed by Promisor, as trustor, in favor of Holder, as beneficiary
(the "Deed of Trust"), and encumbering the fee interest in the real property described in the Deed
of Trust (the "Land"). The Holder will be entitled to the benefits of the security provided by the
Deed of Trust and will have the right to enforce the covenants and agreements of Promisor
contained in the Deed of Trust and the Affordable Housing Agreement.
If:
(a) Promisor fails to pay when due any sums payable under this Developer
Promissory Note;
(a) an Event of Default (as defined in the Deed of Trust) occurs; or
(a) a default under the Affordable Housing Agreement occurs which is not
cured within the applicable cure period set forth therein;
then Holder, at its sole option, shall have the right to declare all sums owing under this
Developer Promissory Note immediately due and payable. However, if any document related to
this Developer Promissory Note (including, but not limited to, the Affordable Housing
394/015610-0026
105695.03 a10/13/00
Agreement) provides for the automatic acceleration of payment of sums owing under this
Developer Promissory Note, all sums owing shall be automatically due in accordance with the
terms of that document.
Promisor shall pay to Holder all sums owing under this Developer Promissory Note, if
not waived, without deduction, offset, or counterclaim of any kind. The advance of money
evidenced by this Developer Promissory Note and secured by the Deed of Trust shall in no
manner make Holder the partner or joint venturer of Promisor.
If any attorney is engaged by Holder to enforce or construe any provision of this
Developer Promissory Note, the Deed of Trust, the Affordable Housing Agreement or any other
Security Documents (as defined in the Deed of Trust) or as a consequence of any Event of
Default, with or without the filing of any legal action or proceeding, then Promisor shall
immediately pay to Holder on demand all reasonable attorney fees and other costs incurred by
Holder, together with interest.
No previous waiver or failure or delay by Holder in acting with respect to the terms of
this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement shall
constitute a waiver of any breach, default, or failure of condition under this Developer
Promissory Note, the Deed of Trust or the Affordable Housing Agreement. A waiver of any
term of this Developer Promissory Note, the Deed of Trust or the Affordable Housing
Agreement must be made in writing and shall be limited to the express written terms of the
waiver. If there are any inconsistencies between the terms of this Developer Promissory Note
and the terms of the Deed of Trust or the Affordable Housing Agreement, the terms of this
Developer Promissory Note shall prevail.
All notice required or permitted in connection with this Developer Promissory Note shall
be in writing and shall be given at the place and in the manner provided in the Deed of Trust for
the giving of notices.
If this Developer Promissory Note is executed by more than one person or entity as
Promisor, the obligations of each person or entity shall be joint and several. No person or entity
shall be a mere accommodation maker, but each shall be primarily and directly liable. Promisor
waives presentment; demand; notice of dishonor; notice of default or delinquency; notice of
acceleration; notice of protest and nonpayment; notice of costs, expenses, or losses and interest;
notice of interest on interest and late charges; and diligence in taking any action to collect any
sums owing under this Developer Promissory Note or in proceeding against any of the rights or
interests to properties securing payment of this Developer Promissory Note. Time is of the
essence with respect to every provision of this Developer Promissory Note. This Developer
Promissory Note shall be construed and enforced in accordance with the laws of the State of
California, except to the extent that Federal law preempts state law, and all persons and entities
in any manner obligated under this Developer Promissory Note consent to the jurisdiction of any
Federal or State Court within California having proper venue and also consent to service of
process by any means authorized by California or Federal law.
Promisor shall not be personally liable for the payment of the indebtedness or any
obligations evidenced by this Developer Promissory Note or the Affordable Housing Agreement,
394/015610-0026
105695.02 a10/04/00 -2-
and any judgment or decree in any action brought to enforce the obligation of Promisor to pay
the indebtedness shall be enforceable against Promisor and the partners of the Promisor, if any,
only to the extent of Promisor's interest in the Land and any other collateral pledged,
encumbered, or otherwise covered by the Deed of Trust. Any judgment or decree shall not be
subject to execution, or be a lien, on the assets of Promisor and the partners of the Promisor, if
any, other than Promisor's interest in the Land and any other collateral pledged, encumbered, or
otherwise covered by the Deed of Trust.
Nothing in the preceding paragraph shall affect or limit the rights of Holder to enforce
any of Holder's rights or remedies with respect to any portion of the Land or any other collateral
pledged, encumbered, or otherwise covered by the Deed of Trust.
"Promisor"
DC & TC, LLC, a California limited liability
company
Name: ,r1 Lt
Its:
394/015610-0026
105695.02 a10/04/00 3
'
First.American Title Compaig
3625 FOURTEEHTH STREL I, (P.O. BOX 986) • RIVERSIDE, CALIFORNIA 92501 • (909) 787-1700
Escrow No. 70526-LK
Reference: Lots 1-12,19,41-86/Tract 28601-1
La Quinta, CA
Seller
CLOSING STATEMENT
SELLER:
La Quinta Redevelopment Agency
'9 496 Calle Tampico
La Quinta, CA 92253
Consideration:
Total Consideration
Deposits:
Initial Deposit
Bv: La Quinta Redevelopment Agency
Dcpusit
By : La Quinta Redevelopment Agency
Adjustments:
Acquisition Asssistance
Prorations:
�'ount,Taxes
cit 12307.67 per 6 months
From 10/25/00 to 01/01/01
Title Charges:
Owner's Title Policy
Taxes Pd - 1st 1/2 2000-01
Docl.ment.ary Transfer Tax
Izecord Grant Deed
PCOR Fee
Escrow Fees:
Escrow Fee 1/2
Special Messenger Fee
Check Herewith
Totals
Closing Date:�C?_��}_�z -
Page 1
- - DEBITS - -
4,370,149.00
3,121.00
12,307.67
4,807.55
9.00
20.00
1,150.00
67.50
- - CREDITS - -
4, , 0, 1 ,(
$ 439.38
$ 4,392,071.10 $ 4,392,071.10
SAVE FOR INCOME TAX PURPOSES