Catellus/SF Promisory Note 98SINGLE FAMILY DEVELOPMENT
PROMISSORY NOTE
FORM OF DEVELOPER PROMISSORY NOTE SECURED BY DEED OF TRUST
$6,713,416.00
La Quinta, California
October 6, 1998
On October 6,2008 (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 $6,713,416, 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, dated the same date as this Developer Note and executed
concurrently herewith (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 -eighty-sixth (1/86) of the face amount of this Developer Promissory Note upon the
close of each escrow for a Restricted 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.
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;
(b) an Event of Default (as defined in the Deed of Trust) occurs; or
CAMy Documents\WPDOCS\CatAHA-SFR-Final.wpd 53
(c) 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 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
CAMy Documents\WPDOCS\CatAHA-SFR-Final.wpd 54
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, 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.
CATELLUS RESIDENTIAL GROUP, INC.,
a California corporation
By�< ;�� --
Its:
CAMy Documents\WPDOCS\CatAHA-SFR-Final.wpd 55
FORM OF SA PROMISSORY NOTE SECURED BY DEED OF TRUST
$ 2,889,260
La Quinta, California
October 6, 1998
On October 6,2008 (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 $ 2, 889.260 , 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 after a time period of forty (40)
years and upon performance by Promisor of considerations and covenants provided in the Affordable
Housing Agreement for Senior Apartments executed by and between the Promisor and the Holder,
dated the same date as this Developer Note and executed concurrently herewith (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 -eighty-sixth (1/44 of the
face amount of this Developer Promissory Note upon the close of each escrow for a Restricted 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.
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;
(b) an Event of Default (as defined in the Deed of Trust) occurs; or
(c) 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 Agreement) provides for the
CAMy Documents\WPDOCS\Cat-AFA-SenApt.wpd 49
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 consentto 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, 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
CAMy Documents\WPDOCS\Cat-AFA-SenApt.wpd 50
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.
CATELLUS RESIDENTIAL GROUP, INC.,
a California corporation
By:
Its: PATRICK B. PATTERSON
CHIEF FINANCIAL OFFICER
CAMy Documents\WPDOCS\Cat-AFA-SenApt.wpd 51
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
ss.
County of
before me, Z
Name and Title of Officer (e.g., "Jane Doe, Notary Public")
personally appeared
REBECCA J. BIAKE
Commission # 1167018 Z
< Notary Public - California >
Orange County
Pity Comm. Expires Jon 1, 2002
j�personally known to me
is o sa i
to be the person(s) whose name(s) is 0:1
subscribed to the within instrument and
acknowledged to me that&i /,-,hT/tAq executed
the same in hi r/t9 authorized
capacity(ies), an that by Cam' W/tbe*r
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
WITISIESS my hand and official seal.
/ (X�
Place Notary Seal Above r6re of NdRFy ublic
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and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
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❑ Corporate Officer — Title(s):
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0 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827