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2007 11 06 RDA64 4 4 adja Redevelopment Agency agendas are available on the City' web page @ www.la-quinta.org REDEVELOPMENT AGENCY AGENDA CITY COUNCIL CHAMBERS 78-495 Calle Tampico La Quinta, California 92253 Regular Meeting TUESDAY, NOVEMBER 6, 2007 3:00 P.M. Closed Session / 4:00 P.M. Open Session Beginning Resolution No. RA 2007-016 CALL TO ORDER Roll Call: Agency Board Members: Adolph, Henderson, Kirk, Sniff, and Chairman Osborne PUBLIC COMMENT At this time, members of the public may address the Redevelopment Agency on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. CLOSED SESSION NOTE: Time permitting the Redevelopment Agency Board may conduct Closed Session discussions during the dinner recess. In addition, persons identified as negotiating parties are not invited into the Closed Session meeting when acquisition of real property is considered. 1. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, DOUGLAS R. EVANS, PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY LOCATED SOUTHWEST OF THE INTERSECTION OF HIGHWAY 111 AND LA QUINTA CENTRE DRIVE. PROPERTY OWNER/NEGOTIATOR: TORRE NISSAN, GEORGE VELARDE. Redevelopment Agency Agenda 1 November 6, 2007 2. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, DOUGLAS R. EVANS, PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY REGARDING ENA NEGOTIATIONS WITH CVHC FOR PROPERTY LOCATED AT THE NORTHWEST CORNER OF DUNE PALMS ROAD AND AVENUE 48. PROPERTY OWNER/NEGOTIATOR: COACHELLA VALLEY HOUSING COALITION, JOHN AGUILAR. 3. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, DOUGLAS R. EVANS, PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY IDENTIFIED AS APN 600-020- 004, AND -005. PROPERTY OWNERS/NEGOTIATORS: DESERT EUROPEAN MOTOR CARS INC., JERRY JOHNSON AND SHOVLIN COMPANIES, MICHAEL SHOVLIN. RECESS TO CLOSED SESSION RECONVENE AT 4:00 P.M. 4:00 P.M. PUBLIC COMMENT At this time members of the public may address the Redevelopment Agency on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. CONFIRMATION OF AGENDA APPROVAL OF MINUTES 1. APPROVAL OF MINUTES OF OCTOBER 2, 2007. 2. APPROVAL OF SPECIAL MEETING MINUTES OF OCTOBER 12, 2007. 3. APPROVAL OF MINUTES OF OCTOBER 16, 2007. 4. APPROVAL OF SPECIAL MEETING MINUTES OF OCTOBER 23, 2007. Redevelopment Agency Agenda 2 November 6, 2007.4 002 CONSENT CALENDAR NOTE: Consent Calendar items are considered to be routine in nature and will be approved by one motion. 1. APPROVAL OF DEMAND REGISTER DATED NOVEMBER 6, 2007. 2. APPROVAL OF AN AMENDMENT TO THE EXCLUSIVE NEGOTIATION AGREEMENT BY AND BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY AND DESERT CITIES DEVELOPMENT, INC. FOR PROPERTY LOCATED NEAR HIGHWAY 111 AND DUNE PALMS ROAD. 3. ADOPTION OF A RESOLUTION FOR PARCEL 4 OF PARCEL MAP 33588 MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445(a), AND AUTHORIZING 1) A GRANT DEED FOR CONVEYANCE OF A WELL SITE TO THE COACHELLA VALLEY WATER DISTRICT (CVWD); 2) A GRANT OF EASEMENT FOR WATER AND SANITARY SEWER TO CVWD; 3) APPROVAL OF A DOMESTIC WATER AND SANITARY SEWER INSTALLATION AGREEMENT, AND 4) ACCEPTANCE OF A QUIT CLAIM DEED FROM CVWD FOR EXISTING EASEMENTS. 4. APPROVAL OF A SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT BY AND BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY AND COACHELLA VALLEY HOUSING COALITION FOR PROPERTY LOCATED AT THE NORTHWEST CORNER OF AVENUE 48 AND DUNE PALMS ROAD. BUSINESS SESSION - NONE STUDY SESSION — NONE CHAIR AND BOARD MEMBERS' ITEMS — NONE PUBLIC HEARINGS — NONE ADJOURNMENT The next regular meeting of the Redevelopment Agency will be held on November 20, 2007, commencing with closed session at 3:00 p.m. and open session at 4:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253. Redevelopment Agency Agenda 3 November 6, 2007 4 003 DECLARATION OF POSTING I, Veronica Montecino, City Clerk of the City of La Quinta, do hereby declare that the foregoing agenda for the La Quinta Redevelopment Agency meeting of November 6, 2007, was posted on the outside entry to the Council Chamber at 78- 495 Calle Tampico and on the bulletin boards at 51-321 Avenida Bermudas and 78-630 Highway 111, on November 2, 2007. DATED: ovember 2, 2007 VERONICA J. M TECINO, City Clerk City of La Quin'ta, California Redevelopment Agency Agenda 4 November 6, 2007 �f- COUNCIL/RDA MEETING DATE: November 06, 2007 ITEM TITLE: Demand Register Dated November 06, 2007 RECOMMENDATION: It is recommended the Redevelopment Agency Board: Receive and File the Demand Register Dated November 06, 2007 of which $5,553,986.02 represents Redevelopment Agency Expenditures AGENDA CATEGORY: BUSINESS SESSION CONSENT CALENDAR STUDY SESSION PUBLIC HEARING PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA ' 00l COUNCIL/RDA MEETING DATE: November 6, 2007 ITEM TITLE: Approval of an Amendment to the Exclusive Negotiation Agreement by and Between the La Quinta Redevelopment Agency and Desert Cities Development, Inc., for Property Located Near Highway 111 and Dune Palms Road RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: 4- STUDY SESSION: PUBLIC HEARING: Approve Amendment No. 1 to the Exclusive Negotiation Agreement between the La Quinta Redevelopment Desert Cities Development, Inc., and authorize the Executive Director to execute the amendment. FISCAL IMPLICATIONS: None for this action. BACKGROUND AND OVERVIEW: On March 6, 2007, the Agency Board approved an Exclusive Negotiation Agreement ("ENA") with Desert Cities Development, Inc. for the purpose of developing approximately 220 units of multi -family housing with rents affordable to low and very low-income households. The project is located on approximately 10 acres of Agency - owned property near Dune Palms Road and Highway 1 1 1. The original ENA duration was 120 days, with 60 days allotted for site planning, program and budget development, and defining financial responsibilities; the second 60 day period was allocated for negotiating and drafting a Disposition and Development Agreement. The Executive Director had authority under the ENA to grant a 120-day extension, which was granted in July 2007, extending the exclusive negotiation period to November 2007. Because of complexities involving environmental studies and CEQA certification, staff expects the negotiation period will continue until August 2008. The attached Amendment No. 1 (Attachment 1) extends the ENA until August 2008, with authority given to the Executive Director to further extend the ENA another six months, should it be deemed necessary due to the duration of the CEQA process. 0. ©H FINDINGS AND ALTERNATIVES: The alternatives available to the Agency Board include: 1. Approve Amendment No. 1 to the Exclusive Negotiation Agreement between the La Quinta Redevelopment Desert Cities Development, Inc. and authorize the Executive Director to execute the amendment; or 2. Do not approve Amendment No. 1 to the Exclusive Negotiation Agreement between the La Quinta Redevelopment Desert Cities Development, Inc. and authorize the Executive Director to execute the amendment; or 3. Provide staff with alternative direction. Respectfully submitted, Douglas R. Evans, Assistant City Man ger — Development Services Approved for submission by: Thomas P. Genovese, Executive Director Attachment: 1. ENA Amendment No. 1 2 007 ATTACHMENT 1 AMENDMENT NO. 1 TO EXCLUSIVE NEGOTIATION AGREEMENT THIS AMENDMENT NO. 1 TO EXCLUSIVE NEGOTIATION AGREEMENT ("Amendment No. 1") is made and entered into as of November 6, 2007 by and between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and DESERT CITIES DEVELOPMENT, INC., a California corporation ("Developer"). RECITALS: A. On or about March 19, 2007, the Agency and Developer entered into that certain Exclusive Negotiation Agreement (the "ENA"), pursuant to which Agency and Developer agreed to initiate exclusive negotiations for up to one hundred twenty (120) days concerning the possible sale by Agency to Developer of certain real property owned in fee by the Agency for the Developer's subsequent development thereon of a multifamily affordable rental housing project, all as more fully described in the ENA. B. Pursuant to authority granted in the ENA, the Agency's Executive Director has extended the "Negotiation Period" (as that term is defined in the ENA) for one hundred twenty (120) days, until November 19, 2007. C. As a result of complexities involving environmental studies and CEQA certification, the parties now wish to further extend the Negotiation Period until August 19, 2008 and to provide the Agency's Executive Director with authority to grant up to an additional six (6) month extension if the Executive Director determines that such additional time is warranted to conclude the environmental review process. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The ENA is hereby amended to extend the Negotiation Period until August 19, 2008. The Agency's Executive Director is hereby authorized to grant up to an additional six (6) month extension to the Negotiation Period if the Executive Director determines, in his or her reasonable discretion, that such additional time is warranted to conclude the environmental review process required for the Project" (as that term is defined in the ENA). 2. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the ENA shall remain in full force and effect. 3. In the event of any action between Agency and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 882/015610-0084 .679900 01 al 1/02/07 4. This Amendment No. 1 shall be construed according to its fair meaning and as if prepared by both parties hereto. 5. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 1. Service of process on Agency shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 6. Time is of the essence of this Amendment No. 1 and of each and every term and provision hereof. 7. This Amendment No. 1 may be executed in counterparts, each of which, when this Amendment No. 1 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. [End — Signature Page Follows] 00a 882/015610-0084 679900.01 all/02/07 IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. I to be effective as of the day and year first written above. PWIYA "Developer" DESERT CITIES DEVELOPMENT, INC., a California corporation Its: "Agency" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Date: 2007 By: Agency Executive Director ATTEST: Veronica J. Montecino, Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP M. Katherine Jenson, Agency Counsel 019 882/015610-0084 679900 01 al 1/02/07 L/lf� a •� y OFT COUNCIL/RDA MEETING DATE: November 6, 2007 ITEM TITLE: Adoption of a Resolution of the Redevelopment Agency For Parcel 4 of Parcel Map 33588 Making Certain Findings Pursuant to Health and Safety Code Section 33445(a) and Authorizing: 1) A Grant Deed for Conveyance of a Well Site to the Coachella Valley Water District (CVWD), 2) A Grant of Easement for Water & Sanitary Sewer to CVWD, 3) Approval of a Domestic Water and Sanitary Sewer Installation Agreement and 4) Acceptance of a Quit Claim Deed from CVWD for existing easements RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: #, :11to) 1]I&III*.1(130 PUBLIC HEARING: Adopt a Resolution of the Redevelopment Agency (the "Agency") for Parcel 4 of Parcel Map 33588 making certain findings pursuant to Health and Safety Code Section 33445(a) and authorizing the Executive Director to execute: 1) a Grant Deed for conveyance of a well site to the Coachella Valley Water District (CVWD), 2) a Grant of Easement for water and sanitary sewer to CVWD, 3) a Domestic Water and Sanitary Sewer Installation Agreement, 4) Acceptance of a Quit Claim Deed from CVWD for existing easements, and reimbursing the Project Area 2 Low and Moderate Income Housing Fund the amount of $352,687 from the SilverRock Infrastructure Capital Improvement Project account. FISCAL IMPLICATIONS: In June, 2004, the Agency purchased a 14.81 acre housing site at the corner of Dune Palms and Ave 481h for $8,845,000 or $13.71 per square foot. CVWD has requested a 0.523 acre well site on this parcel as part of the SilverRock Project. The cost of the well site was $312,352 based upon the June, 2004 pro rata purchase price. Additionally, $40,335 in interest has been applied from July, 2004 to October, 2007 to the land cost for a total amount due of $352,687. The SilverRock Infrastructure Capital Improvement Project has adequate funding to purchase this site which will reimburse the Project Area 2 Low and Moderate Income Housing Fund in the amount of $352,687. BACKGROUND AND OVERVIEW: On June 18, 2002, the Agency purchased the 14.81 acre parcel (Parcel 4 on Attachment 1) located northwest of the Dune Palms Road/Avenue 48 intersection for an affordable housing development. On May 3, 2005, the La Quinta Redevelopment Agency approved the Domestic Water and Sanitary Sewer Installation and Irrigation Service Agreement for the SilverRock Resort. The Agreement required that the Redevelopment Agency dedicate on -site and off -site well sites for the development. Item No. 1 proposes to partially fulfill the Redevelopment Agency's obligation of the SilverRock Resort Agreement. A portion of site located on the northwest corner of Dune Palms Road/Avenue 48 has been identified as being appropriate for one of the off -site wells. Parcel Map No. 33588 was approved at a Director's Hearing on April 13, 2005. It created 4 lots. The land use for Parcels 1 through 3 was designated as "Commercial." Parcel 4 was designated as "Future Development," and is now being developed for affordable housing. The City Council and the Agency have previously approved an Affordable Housing Agreement with the Coachella Valley Housing Coalition (CVHC) for the site, and the City Council has issued Site Development Permit 2006-857 for a 218-Unit Apartment Complex at that location. Provisions for the SilverRock Resort Well Site on Parcel 4 were incorporated in the aforementioned Site Development Permit approval. In order to proceed with development of the affordable housing, CVWD requires that the well site parcel as well as water and sewer easements be granted to CVWD (Attachments 2 & 3) and that the Redevelopment Agency enter into a Domestic Water and Sanitary Sewer Installation Agreement (Attachment 4) for said improvements. Because the title to the property has not yet passed to CVHC, CVHC is requesting that the Agency take these steps in order to expedite the construction of the 218-Unit project. In Amendment to the Housing Agreement between the parties, the Agency and CVHC have made arrangements for CVCH to be responsible for carrying out the obligations of the Domestic Water and Sanitary Sewer Installation Agreement. CVWD currently holds certain easements over Parcel 4. CVWD has determined that they have no facilities in said easements and that the easements are no longer needed by CVWD. Acceptance of the Quit Claim Deed (Attachment 5) will remise, release and forever quitclaim the easements from CVWD to the Agency. 012 FINDINGS AND ALTERNATIVES: The alternatives available to the Agency include: 1. Adopt a Resolution of the Redevelopment Agency (the "Agency") for Parcel 4 of Parcel Map 33588 making certain findings pursuant to Health and Safety Code Section 33445(a) and authorizing the Executive Director to execute: 1) a Grant Deed for conveyance of a well site to the Coachella Valley Water District (CVWD), 2) a Grant of Easement for water and sanitary sewer to CVWD, 3) a Domestic Water and Sanitary Sewer Installation Agreement, 4) Acceptance of a Quit Claim Deed from CVWD for existing easements, and reimbursing the Project Area 2 Low and Moderate Income Housing Fund the amount of $352,687 from the SilverRock Infrastructure Capital Improvement Project account; 2. Do not approve the proposed resolution. 3. Provide staff with alternative direction. Respectfully submitted, imothy ona s n, P.E. or s Public WDir for/City Engineer Approved for submission A ZT Z 0& � Thomas P. Genovese, Executive Director Attachments: 1. Parcel 4 of Parcel Map No. 33588 2. Grant Deed for Well Site 3. Grant of Easement for Water and Sanitary Sewer 4. Domestic Water and Sanitary Sewer Installation Agreement 5. Quit Claim Deed for CVWD Easements 013 RESOLUTION NO. RA 2007- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LA QUINTA, CALIFORNIA FOR PARCEL 4 OF PARCEL MAP 33588 MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445(a) AND AUTHORIZING 1) A GRANT DEED FOR CONVEYANCE OF A WELL SITE TO THE COACHELLA VALLEY WATER DISTRICT (CVWD), 2) A GRANT OF EASEMENT FOR WATER & SANITARY SEWER TO CVWD, AND 3) A DOMESTIC WATER AND SANITARY SEWER INSTALLATION AGREEMENT, AND 4) ACCEPTING A QUIT CLAIM DEED FROM CVWD FOR EXISTING EASEMENTS WHEREAS, the Redevelopment Agency (the Agency) purchased a 14.81 acre parcel of land located northwest of the Dune Palms Road/Avenue 48 intersection for affordable housing development and a SilverRock Resort well site. WHEREAS, the City Council and the Agency approved an Affordable Housing Agreement and Site Development Permit 2006-857 for a 218-Unit Apartment Complex with the Coachella Valley Housing Coalition on Parcel 4 of Parcel Map No. 33588 where the Coachella Valley Water District (CVWD) Well Site is located (Item No. 1) and the Conveyance would partially satisfy an obligation of the Agency for the SilverRock Resort Domestic Water and Sanitation System Irrigation Service Agreement; and WHEREAS, the Grant of Easement (Item No. 2) and Domestic Water and Sanitary Sewer Installation Agreement (Item No. 3) will allow for the construction and grant easements for necessary improvements over, under and within the parcel; and WHEREAS, the Quit Claim Deed from CVWD (Item No. 4) will remove existing easements where no District facilities presently exist and easements are no longer required by CVWD; and WHEREAS, Section 33445 of the Community Redevelopment Law provides that with the consent of the City Council, the Agency may pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvement which is publicly owned either within or without of the Project Area if the City Council determines that the buildings, facilities, structures, or other improvements are of benefit to the project or the immediate neighborhood in which the project is located, that no other reasonable 4.:i 1 / Resolution RA 2007- Parcel 4 of Parcel Map No. 33588 Adopted: November 6, 2007 Page 2 means of financing the buildings, facilities, structures or other improvements are available to the community and that the payment of funds for the acquisition of land or the cost of buildings, facilities, structures, or other improvements will assist in the elimination of one or more blighting conditions inside the Project Area; and WHEREAS, it would be in the best interest of the public 1) to accept the Grant Deed for a CVWD Well Site, 2) grant the Grant of Easement for Water and Sanitary Sewer to CVWD, enter into the Domestic Water and Sanitary Sewer Installation Agreement, and 4) accept the Quit Claim Deed that would remise, release and forever quitclaim rights -of -way no longer by required by CVWD. NOW, THEREFORE, BE IT RESOLVED, by the La Quinta Redevelopment Agency as follows: SECTION 1. The above recitals are true and correct and are adopted as the findings of the Agency Board. as follows: SECTION 2. The Redevelopment Agency does herby find and determine a. That the Agency's authorization of the Grant Deed for the Well Site, Grant of Easement for Water and Sewer Easements and the Domestic Water and Sanitary Sewer Installation Agreement will benefit the project area. b. That CVWD doe not have funding necessary for purchase of property to facilitate the well site. C. That the Agency's authorization of the Grant Deed for the Well Site to CVWD fulfills obligation for Off -Site Well Sites Domestic Water and Sanitation System Installation and Irrigation Service Agreement for the SilverRock Resort. SECTION 3. The Agency hereby approves the execution of all aforementioned items subject to minor revisions as approved by the City Attorney, and authorizes the Executive Director to execute the Grant Deed, Grant of Easement, Domestic Water and Sanitary Sewer Installation Agreement and accepts the Quit Claim Deed. SECTION 4. The Agency Secretary shall certify to the adoption of this t 015 Resolution RA 2007- Parcel 4 of Parcel Map No. 33588 Adopted: November 6, 2007 Page 3 Resolution in the manner required bylaw. PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta Redevelopment Agency held on this 6th day of November, 2007, by the following vote: AYES: NOES: ABSENT: ABSTAIN: LEE OSBORNE, Chairperson La Quinta Redevelopment Agency ATTEST: VERONICA J. MONTECINO, CMC, Agency Secretary La Quinta Redevelopment Agency APPROVED AS TO FORM: M. KATHERINE JENSON, Agency Counsel La Quinta Redevelopment Agency 016 0 SON 017 No Recording Fee Required Per Government Code Section 27383 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: COACHELLA VALLEY WATER DISTRICT Post Office Box 1058 Coachella, California 92236 APN 600-020-030 (Space above this line for Recorder's Use) GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LA QUINTA REDEVELOPMENT AGENCY a public body, corporate and politic ATTACHMENT 2 do es hereby grant to COACHELLA VALLEY WATER DISTRICT, a public agency of the State of California that certain real property in the County of Riverside State of California, described as follows: PARCEL A AS DESCRIBED IN EXHIBIT "A" AND SHOWN ON EXHIBIT "B", ATTACHED HERETO AND BY REFERENCE MADE A PART HEREOF. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic a Thomas P. Genovese, Executive Director Doc. No. CV WD — 581 (Rev. 2/98) 018 ACKNOWLEDGMENT State of Californ County of '7t—/ On,P �� before me, �CK'i��LL/�/&,,Slk-✓ . /Vd% � (here insert name a title of personally e— personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/afe subscribed to the within instrument and acknowledged to me that he/skeftey executed the same in hisA%9Ytli& authorized capacity(ies), and that by his/I er/kheh signature(s) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. WITNESS my hand and official seal. ""-' �' ,r «ENw F1EML.EY Yun8rdon a l�k9rfliSt-Public ti t;�Btortda Signaturez� aroe (Seal) 019 EXHIBIT "A" CM.W.D. WELLSITE LEGAL DESCRIPTION PARCEL A: IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 33588, AS SHOWN BY MAP ON FILE IN BOOK 214, AT PAGES 24 THROUGH 27, INCLUSIVE, OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS, BEING IN THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 29, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF AVENUE 48 AND DUNE PALMS ROAD AS SHOWN ON SAID PARCEL MAP NO. 33588; THENCE NORTH 00013'56" WEST ALONG SAID CENTERLINE OF DUNE PALMS ROAD A DISTANCE OF 1,126.96 FEET TO THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID PARCEL 4 OF PARCEL MAP NO. 33588; THENCE SOUTH 90000'00" WEST ALONG SAID EASTERLY PROLONGATION A DISTANCE OF 55.00 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 4 AND THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EASTERLY PROLONGATION SOUTH 00013'56" EAST ALONG THE EASTERLY LINE OF SAID PARCEL 4, ALSO BEING THE WESTERLY RIGHT-OF-WAY LINE OF SAID DUNE PALMS ROAD, A DISTANCE OF 194.71 FEET; THENCE LEAVING SAID EASTERLY LINE OF PARCEL 4 SOUTH 89046'04" WEST A DISTANCE OF 38.03 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 42.67 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 19029'03", AN ARC DISTANCE OF 14.51 FEET TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 89.67 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 19015'07" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 5704121", AN ARC DISTANCE OF 90.28 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 465.33 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 76056'28" EAST; Page I of 2 1• 020 THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 17001'14", AN ARC DISTANCE OF 138.23 FEET TO A POINT ON SAID NORTHERLY LINE OF PARCEL 4 OF PARCEL MAP NO. 33588; THENCE NORTH 90000'00" EAST ALONG SAID NORTHERLY LINE A DISTANCE OF 159.89 FEET TO THE TRUE POINT OF BEGINNING. SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. CONTAINING 22,777 SQUARE FEET OR 0.523 ACRES, MORE OR LESS. Page 2 of 2 \o�pL LA/y�s �pj5 ��NV D. Mq0 G�L O 2 U°� m a .�J�eyr�•/i( i Exp.\D9/30/08 i OF +. (021 N'LY LINE PARCEL 4 N 59'55'14" EXHIBIT "B" C.V.W.D. WELLSITE PORTION SW 1/4 SEC. 29, T.5 S., R.7 E., S.B.M. i I� EX. 20' LANDSCAPE - ESMT. PER PM 33588 PARCEL A 0.523 AC. (CVWD WELLSITT) E'LY LINE - PARCEL 4 CURVE DATA NO. DELTA RADIUS LENGTH TANGENT Cl 19'29'03" 42.67' 14.51' 7.33' C2 57'41'21" 89.67' 90.28' 49.39' C3 17'01'14" 465.33' 138.23' 69.63' LINE DATA NO. BEARING I LENGTH L1 IS 90'00'00" W 155.W L2 13 89'46'04" W 38.03' NE COR. PAR. 4 L1 I G n o cl) w Q a o I Lu z rn� N r 55'--1 I�1" = 60 W P.C.C. S. 1 /4 COR. SEC. 29 AVENUE 48 IDMSA CONSULTING, INC. f MA^�mmINC mRo, SMITH & AssociATcs, IN 1'f.mm■ CND. EmumEamo ■ LADD SimwD o 342W BoB HOPE DRNa • RANCHO MmAOE ■ CA 92270 TDLEpuoNE (760) 320-98H ■ FAx (760) 323-7893 I.N. 1785 SHEET 1 OF 1 ' (1 022 No Recording Fees Required Per Government Code Section 27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: COACHELLA VALLEY WATER DISTRICT Post Office Box 1058 Coachella, California 92236 APN 600-020-030 (Space above this line is for Recorders use) GRANT OF EASEMENT/PIPELINE FOR VALUABLE CONSIDERATION the receipt of which is herebv acknowledeed LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ATTACHMENT 3 do es hereby grant to the COACHELLA VALLEY WATER DISTRICT, a public agency of the State of California, and its successors and assigns, an easement to build and maintain an underground pipeline, and necessary devices and appurtenances, over, under, along and across that certain real property in the County of Riverside State of California, described as follows: Parcels "A" "B" "C" "D" and "E" as described in Exhibit "A" and shown on Exhibit "B" attached hereto and by reference made a part hereof. Said pipeline and every part thereof shall, where it crosses Grantor's land, be confined to lands hereinabove-described, and shall be so laid that not less than thirty inches of earth, measured from the outside of the pipe collar to the ground surface, shall cover said pipeline, except fixtures and appurtenances used or useful in the operation of said pipeline, which said fixtures and appurtenances may be any distance either below or above ground surface. The Grant of Easement herein contained shall include the right to enter said premises, to survey, construct, reconstruct, lay, relay, maintain, operate, control, use and remove said pipeline, its fixtures, appurtenances, and to remove objects interfering with the construction, operation and maintenance thereof. The Grantor reserves the right to cultivate, occupy and use said premises for any purpose not inconsistent with the rights and privileges above granted and which will not interfere with or endanger said pipeline, its fixtures and appurtenances or the use thereof. The District shall use due care in the construction, operation and maintenance of said pipeline, its fixtures and appurtenances. Date GRANTOR(S): LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Lo Thomas P. Genovese, Executive Director Date By Post Office Box 1504 (mailing address) La Quinta, California 92247 (city) (state) (zip code) Doc. No. CVWD-580 +f-11 023 (Rev. 4/04) ACKNOWLEDGMENT State of California County of On before me, (here insert name and title of the officer) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) 024 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 33588, AS SHOWN BY MAP ON FILE IN BOOK 214, AT PAGES 24 THROUGH 27, INCLUSIVE, OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS, BEING IN THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL "A": COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 29, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF AVENUE 48 AND DUNE PALMS ROAD AS SHOWN ON SAID PARCEL MAP NO. 33588; THENCE NORTH 00013'58" WEST ALONG SAID CENTERLINE OF DUNE PALMS ROAD A DISTANCE OF 753.50 FEET; THENCE LEAVING SAID CENTERLINE OF DUNE PALMS ROAD SOUTH 89046'02" WEST A DISTANCE OF 55.00 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 4 AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 00013'58" EAST ALONG SAID EASTERLY LINE A DISTANCE OF 33.00 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 89046'02" WEST A DISTANCE OF 192.08 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 33.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 82013'31", AN ARC DISTANCE OF 47.36 FEET; . THENCE TANGENT TO SAID CURVE SOUTH 07032'31" WEST A DISTANCE OF 39.80 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 33.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90-00-00", AN ARC DISTANCE OF 51.84 FEET; THENCE TANGENT TO SAID CURVE SOUTH 82027'29" EAST A DISTANCE OF 50.48 FEET; THENCE SOUTH 06005'00" WEST A DISTANCE OF 12.98 FEET; PAGE 1 OF 15 025 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE SOUTH 85013'58" EAST A DISTANCE OF 83.58 FEET; THENCE SOUTH 42043'58" EAST A DISTANCE OF 28.98 FEET; THENCE SOUTH 00013'58" EAST A DISTANCE OF 79.98 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 11.00 FEET; THENCE SOUTH 00013'58" EAST A DISTANCE OF 27.00 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 39.50 FEET TO A POINT ON SAID EASTERLY LINE OF SAID PARCEL 4; THENCE SOUTH 00013'58" EAST ALONG SAID EASTERLY LINE A DISTANCE OF 26.00 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 89046'02" WEST A DISTANCE OF 39.50 FEET; THENCE SOUTH 00013'58" EAST A DISTANCE OF 110.46 FEET; THENCE SOUTH 44046'02" WEST A DISTANCE OF 41.07 FEET; THENCE SOUTH 89046'02" WEST A DISTANCE OF 88.87 FEET; THENCE SOUTH 77038'21" WEST A DISTANCE OF 46.29 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 220.12 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 12044'48" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 06-02-18", AN ARC DISTANCE OF 23.20 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 420.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 18047'12" EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 15°47'26", AN ARC DISTANCE OF 115.75 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 380.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 02059'46" EAST; PAGE 2 OF 15 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 07°27'17", AN ARC DISTANCE OF 49.44 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 420.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 10027'03" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 02°22'05", AN ARC DISTANCE OF 17.36 FEET; THENCE NON -TANGENT TO SAID CURVE NORTH 88037'06" WEST A DISTANCE OF 20.03 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "B"; THENCE NORTH 25036'58" WEST A DISTANCE OF 37.89 FEET; THENCE NORTH 83027'48" EAST A DISTANCE OF 44.59 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 418.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 10046'41" EAST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 07046-55", AN ARC DISTANCE OF 56.77 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 382.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 02059'46" WEST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05012'05", AN ARC DISTANCE OF 34.68 FEET; THENCE NON -TANGENT TO SAID NORTH 08011'51" WEST A DISTANCE OF 5.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 377.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 08011'51" WEST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 00°54'12", AN ARC DISTANCE OF 5.94 FEET; THENCE RADIAL TO SAID CURVE SOUTH 09006'03" EAST A DISTANCE OF 5.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 382.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 09006'03" WEST; PAGE 3 OF 15 027 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 09°41'09", AN ARC DISTANCE OF 64.58 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 258.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 18047'12" EAST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 17029'19", AN ARC DISTANCE OF 78.75 FEET; THENCE RADIAL TO SAID CURVE SOUTH 01017'53" EAST A DISTANCE OF 2.46 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 78.37 FEET; THENCE NORTH 44046'02" EAST A DISTANCE OF 15.39 FEET; THENCE NORTH 00013'58" WEST A DISTANCE OF 91.62 FEET; THENCE SOUTH 89046'02" WEST A DISTANCE OF 11.50 FEET; THENCE NORTH 00013'58" WEST A DISTANCE OF 47.00 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 11.50 FEET; THENCE NORTH 00013'58" WEST A DISTANCE OF 84.20 FEET; THENCE NORTH 42043'58" WEST A DISTANCE OF 3.06 FEET; THENCE NORTH 85013'58" WEST A DISTANCE OF 84.60 FEET; THENCE NORTH 82027'29" WEST A DISTANCE OF 50.96 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 73.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90000'00", AN ARC DISTANCE OF 114.67 FEET; THENCE RADIAL TO SAID CURVE SOUTH 82026'54" EAST A DISTANCE OF 3.00 FEET; THENCE NORTH 07032'31" EAST A DISTANCE OF 39.81 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 70.00 FEET; PAGE 4 OF 15 028 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 82°13'31", AN ARC DISTANCE OF 100.46 FEET; THENCE RADIAL TO SAID CURVE NORTH 00013'58" WEST A DISTANCE OF 3.00 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 121.58 FEET; THENCE SOUTH 77030'30" EAST A DISTANCE OF 31.78 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "A"; THENCE NORTH 89046'02" EAST A DISTANCE OF 39.50 FEET TO THE TRUE POINT OF BEGINNING. SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY OF RECORD. CONTAINING 41,401 SQUARE FEET OR 0.950 ACRES, MORE OR LESS. PARCEL "B": BEGINNING AT AFOREMENTIONED POINT "A"; THENCE NORTH 77030'30" WEST A DISTANCE OF 31.78 FEET; THENCE NORTH 00013'58" WEST A DISTANCE OF 83.78 FEET; THENCE SOUTH 89046'02" WEST A DISTANCE OF 7.00 FEET; THENCE NORTH 00013'58" WEST A DISTANCE OF 10.00 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 7.00 FEET; THENCE NORTH 00013'58" WEST A DISTANCE OF 43.61 FEET; THENCE NORTH 45013'58" WEST A DISTANCE OF 83.15 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 124.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 59°21'35" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 17034'53", AN ARC DISTANCE OF 38.05 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 431.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 76056'28" WEST; PAGE 5 OF 15 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 09050'40", AN ARC DISTANCE OF 74.05 FEET TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 36.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 67°05'48" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°32'28", AN ARC DISTANCE OF 56.89 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1,478.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 61056'47" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 25-17-13", AN ARC DISTANCE OF 652.30 FEET; THENCE TANGENT TO SAID CURVE SOUTH 02046'00" WEST A DISTANCE OF 170.14 FEET; THENCE SOUTH 83027'48" WEST A DISTANCE OF 44.59 FEET; THENCE NORTH 02046'00" EAST A DISTANCE OF 177.35 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1,522.00 FEET; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 03051'41", AN ARC DISTANCE OF 102.57 FEET; THENCE NON -TANGENT TO SAID CURVE NORTH 07000'16" EAST A DISTANCE OF 20.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1,522.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 82037'08" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 07-54-17", AN ARC DISTANCE OF 209.98 FEET; THENCE NON -TANGENT TO SAID CURVE NORTH 15039'44" EAST A DISTANCE OF 20.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1,522.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 73057'41" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 09033'46", AN ARC DISTANCE OF 254.02 FEET; PAGE 6 OF 15 030 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE NON -TANGENT TO SAID CURVE NORTH 23027'30" EAST A DISTANCE OF 37.14 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "C"; THENCE NORTH 32033" 1" EAST A DISTANCE OF 21.02 FEET; THENCE SOUTH 57026'49" EAST A DISTANCE OF 15.87 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 58.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 47057'27" WEST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 115003-15", AN ARC DISTANCE OF 116.47 FEET TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 453.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 67005'48" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 09°50'40", AN ARC DISTANCE OF 77.83 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 102.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 76056'28" EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 21009" 8", AN ARC DISTANCE OF 37.66 FEET; THENCE NON -TANGENT TO SAID CURVE NORTH 55047'10" EAST A DISTANCE OF 9.00 FEET; THENCE SOUTH 45015'33" EAST A DISTANCE OF 12.00 FEET; THENCE SOUTH 44044'27" WEST A DISTANCE OF 8.72 FEET; THENCE SOUTH 45013'58" EAST A DISTANCE OF 65.96 FEET; THENCE SOUTH 00013'58" EAST A DISTANCE OF 39.90 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 11.00 FEET; THENCE SOUTH 00013'58" EAST A DISTANCE OF 112.78 FEET TO THE POINT OF BEGINNING. SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY OF RECORD. PAGE 7 OF 15 I..; 031 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT CONTAINING 46,917 SQUARE FEET OR 1.077 ACRES, MORE OR LESS. PARCEL "C": BEGINNING AT AFOREMENTION POINT "C"; THENCE SOUTH 23027'30" WEST A DISTANCE OF 37.14 FEET; THENCE NORTH 73009'08" WEST A DISTANCE OF 33.56 FEET; THENCE NORTH 17032'23" EAST A DISTANCE OF 12.64 FEET; THENCE NORTH 72027'37" WEST A DISTANCE OF 11.07 FEET; THENCE NORTH 83042'37" WEST A DISTANCE OF 18.73 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 403.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 03043'34", AN ARC DISTANCE OF 26.21 FEET; THENCE TANGENT TO SAID CURVE NORTH 87026'11" WEST A DISTANCE OF 191.47 FEET; THENCE SOUTH 46016'12" WEST A DISTANCE OF 24.30 FEET; THENCE SOUTH 00013'48" EAST A DISTANCE OF 59.19 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 487.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05°43'55", AN ARC DISTANCE OF 48.72 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 513.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 84°02'17" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05-43-55", AN ARC DISTANCE OF 51.32 FEET; THENCE TANGENT TO SAID CURVE SOUTH 00013'48" EAST A DISTANCE OF 51.83 FEET; PAGE 8 OF 15 4., 032 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE SOUTH 45000'00" EAST A DISTANCE OF 20.03 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 423.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 00033'50" EAST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 04°19'24", AN ARC DISTANCE OF 31.92 FEET; THENCE TANGENT TO SAID CURVE SOUTH 85006'46" EAST A DISTANCE OF 16.07 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 423.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 09°45'59", AN ARC DISTANCE OF 72.10 FEET; THENCE NON -TANGENT TO SAID CURVE NORTH 15027'59" EAST A DISTANCE OF 5.10 FEET; THENCE SOUTH 74005'21" EAST A DISTANCE OF 12.00 FEET; THENCE SOUTH 15027'59" WEST A DISTANCE OF 5.00 FEET; THENCE SOUTH 74005'21" EAST A DISTANCE OF 53.89 FEET; THENCE SOUTH 15°39'44" WEST A DISTANCE OF 20.00 FEET; THENCE NORTH 74005'21" WEST A DISTANCE OF 56.70 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 403.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 11001'25", AN ARC DISTANCE OF 77.54 FEET; THENCE TANGENT TO SAID CURVE NORTH 85006'46" WEST A DISTANCE OF 16.07 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 403.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05-28-23", AN ARC DISTANCE OF 38.50 FEET; THENCE NON -TANGENT TO SAID CURVE NORTH 45000'00" WEST A DISTANCE OF 36.55 FEET; PAGE 9 OF 15 033 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE NORTH 00°13'48" WEST A DISTANCE OF 60.07 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 493.00 FEET; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05°47'01", AN ARC DISTANCE OF 49.76 FEET; THENCE NON -TANGENT TO SAID CURVE SOUTH 84045'59" WEST A DISTANCE OF 11.04 FEET; THENCE NORTH 05014'01" WEST A DISTANCE OF 12.00 FEET; THENCE NORTH 84045'59" EAST A DISTANCE OF 11.04 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 507.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 85°26'40" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 04019'32", AN ARC DISTANCE OF 38.28 FEET; THENCE TANGENT TO SAID CURVE NORTH 00013'48" WEST A DISTANCE OF 67.78 FEET; THENCE NORTH 46016'12" EAST A DISTANCE OF 41.44 FEET; THENCE SOUTH 87026'11" EAST A DISTANCE OF 100.36 FEET; THENCE NORTH 02033'49" EAST A DISTANCE OF 5.00 FEET; THENCE SOUTH 87026'11" EAST A DISTANCE OF 12.00 FEET; THENCE SOUTH 02033'49" WEST A DISTANCE OF 5.00 FEET; THENCE SOUTH 87026'11" EAST A DISTANCE OF 87.66 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 423.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 03°43'34", AN ARC DISTANCE OF 27.51 FEET; THENCE TANGENT TO SAID CURVE SOUTH 83042'37" EAST A DISTANCE OF 20.70 FEET; THENCE SOUTH 72027'37" EAST A DISTANCE OF 32.33 FEET; THENCE NORTH 17032'23" EAST A DISTANCE OF 4.71 FEET; PAGE 10 OF 15 3 J. 4 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE SOUTH 72027'37" EAST A DISTANCE OF 18.10 FEET TO THE POINT OF BEGINNING. SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY OF RECORD. CONTAINING 15,927 SQUARE FEET OR 0.366 ACRES, MORE OR LESS. PARCEL "D": BEGINNING AFOREMENTIONED POINT "B"; THENCE SOUTH 89046'02" WEST A DISTANCE OF 107.72 FEET; THENCE NORTH 00013'58" WEST A DISTANCE OF 11.00 FEET; THENCE SOUTH 89046'02" WEST A DISTANCE OF 42.17 FEET; THENCE SOUTH 44046" 2" WEST A DISTANCE OF 14.56 FEET; THENCE NORTH 46013'33" WEST A DISTANCE OF 14.00 FEET; THENCE NORTH 44046'12" EAST A DISTANCE OF 4.22 FEET; THENCE NORTH 00013'48" WEST A DISTANCE OF 38.71 FEET; THENCE SOUTH 89046" 2" WEST A DISTANCE OF 11.68 FEET; THENCE NORTH 00013'48" WEST A DISTANCE OF 12.00 FEET; THENCE NORTH 89046" 2" EAST A DISTANCE OF 10.69 FEET; THENCE NORTH 22016'12" EAST A DISTANCE OF 49.48 FEET; THENCE NORTH 00013'48" WEST A DISTANCE OF 17.31 FEET; THENCE SOUTH 89046'12" WEST A DISTANCE OF 13.28 FEET; THENCE NORTH 00013'48" WEST A DISTANCE OF 16.00 FEET; THENCE NORTH 89046'12" EAST A DISTANCE OF 13.28 FEET; THENCE NORTH 00013'48" WEST A DISTANCE OF 167.71 FEET; THENCE SOUTH 89046'12" WEST A DISTANCE OF 11.00 FEET; PAGE 11 OF 15 035 ,; EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE NORTH 00013'48" WEST A DISTANCE OF 12.00 FEET; THENCE NORTH 89046'12" EAST A DISTANCE OF 11.00 FEET; THENCE NORTH 00013'48" WEST A DISTANCE OF 153.33 FEET; THENCE NORTH 89046'12" EAST A DISTANCE OF 20.00 FEET; THENCE SOUTH 00013'48" EAST A DISTANCE OF 141.83 FEET; THENCE NORTH 89046'12" EAST A DISTANCE OF 33.98 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 403.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 03037-46", AN ARC DISTANCE OF 25.53 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 423.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 03051'34" WEST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10-03-56", AN ARC DISTANCE OF 74.31 FEET; THENCE NON -TANGENT TO SAID CURVE SOUTH 07000'16" WEST A DISTANCE OF 20.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 403.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 06009-59" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10001-34", AN ARC DISTANCE OF 70.52 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 423.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 03051'34" WEST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 03°37'46", AN ARC DISTANCE OF 26.80 FEET; THENCE SOUTH 89046'12" WEST A DISTANCE OF 33.98 FEET; THENCE SOUTH 00013'48" EAST A DISTANCE OF 208.51 FEET; THENCE SOUTH 22016'12" WEST A DISTANCE OF 46.89 FEET; THENCE SOUTH 00013'48" EAST A DISTANCE OF 24.79 FEET; PAGE 12 OF 15 036 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE SOUTH 45013'48" EAST A DISTANCE OF 9.55 FEET; THENCE NORTH 89046'02" EAST A DISTANCE OF 108.03 FEET; THENCE NORTH 78031'02" EAST A DISTANCE OF 16.57 FEET; THENCE SOUTH 25036'58" EAST A DISTANCE OF 37.89 FEET TO THE POINT OF BEGINNING. SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY OF RECORD. CONTAINING 16,577 SQUARE FEET OR 0.381 ACRES, MORE OR LESS. PARCEL "E": BEGINNING AT AFOREMENTIONED POINT "B"; THENCE SOUTH 88037'06" EAST A DISTANCE OF 20.03 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 403.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 88009'59" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 0,5055'33", AN ARC DISTANCE OF 41.68 FEET; THENCE TANGENT TO SAID CURVE SOUTH 07045'34" EAST A DISTANCE OF 56.87 FEET; THENCE NORTH 82014'26" EAST A DISTANCE OF 7.00 FEET; THENCE SOUTH 07045'34" EAST A DISTANCE OF 12.00 FEET; THENCE SOUTH 82014'26" WEST A DISTANCE OF 6.96 FEET; THENCE SOUTH 09006'34" EAST A DISTANCE OF 12.30 FEET; THENCE SOUTH 87051'34" EAST A DISTANCE OF 26.87 FEET; THENCE SOUTH 76036'34" EAST A DISTANCE OF 8.21 FEET; THENCE SOUTH 87051'34" EAST A DISTANCE OF 48.56 FEET; THENCE NORTH 81 °23'26" EAST A DISTANCE OF 10.88 FEET; PAGE 13 OF 15 037 EXHIBIT " A" CVWD WATER AND SEWER EASEMENT THENCE NORTH 11010'43" WEST A DISTANCE OF 6.03 FEET; THENCE NORTH 78059" 9" EAST A DISTANCE OF 15.19 FEET; THENCE SOUTH 09033'52" EAST A DISTANCE OF 6.66 FEET; THENCE NORTH 81023'26" EAST DISTANCE OF 16.37 FEET; THENCE SOUTH 89019'36" EAST A DISTANCE OF 76.60 FEET; THENCE NORTH 45040'24" EAST A DISTANCE OF 13.03 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 403.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 89°50'25" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05047'53", AN ARC DISTANCE OF 40.78 FEET; THENCE TANGENT TO SAID CURVE NORTH 05057'28" WEST A DISTANCE OF 83.86 FEET; THENCE SOUTH 84002'32" WEST A DISTANCE OF 10.50 FEET; THENCE NORTH 05057'28" WEST A DISTANCE OF 25.88 FEET; THENCE NORTH 77038'21" EAST A DISTANCE OF 46.29 FEET; THENCE SOUTH 05057'28" EAST A DISTANCE OF 59.74 FEET; THENCE NORTH 84002'32" EAST A DISTANCE OF 4.50 FEET; THENCE SOUTH 05057'28" EAST A DISTANCE OF 12.00 FEET; THENCE SOUTH 84002'32" WEST A DISTANCE OF 20.00 FEET; THENCE SOUTH 05057'28" EAST A DISTANCE OF 43.17 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 423.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 06-57'17", AN ARC DISTANCE OF 51.34 FEET; THENCE NON -TANGENT TO SAID CURVE SOUTH 45040'24" WEST A DISTANCE OF 29.65 FEET; PAGE 14OF 15 , 038 EXHIBIT "A" CVWD WATER AND SEWER EASEMENT THENCE NORTH 89019'36" WEST A DISTANCE OF 83.26 FEET; THENCE SOUTH 81023'26" WEST A DISTANCE OF 42.52 FEET; THENCE NORTH 87051'34" WEST A DISTANCE OF 52.41 FEET; THENCE NORTH 76036'34" WEST A DISTANCE OF 8.21 FEET; THENCE NORTH 87051'34" WEST A DISTANCE OF 24.08 FEET; THENCE SOUTH 00040'06" WEST A DISTANCE OF 44.86 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 4; THENCE NORTH 89019'24" WEST ALONG SAID SOUTHERLY LINE A DISTANCE OF 20.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE NORTH 00040'06" EAST A DISTANCE OF 37.02 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 423.00 FEET; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 01 °28'20", AN ARC DISTANCE OF 10.87 FEET; THENCE TANGENT TO SAID CURVE NORTH 02008'26" EAST A DISTANCE OF 11.09 FEET; THENCE NORTH 09006'34" WEST A DISTANCE OF 16.74 FEET; THENCE NORTH 07045'34" WEST A DISTANCE OF 67.44 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 423.00 FEET; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 06°04'41", AN ARC DISTANCE OF 44.87 FEET TO THE POINT OF BEGINNING. SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY OF RECORD. —� CONTAINING 13,080 SQUARE FEET 0 LAlyp OR 0.300 ACRES, MORE OR LESS. o`O v MqG C Exp. 00/30/081 1 9 �OF CALF PAGE 15 OF 15 in 039 EXHIBIT °B" N'LY LINE PARCEL 4 WATER AND SEWER EASEMENT —� II PAR. •C• lb �, 55' COO elv ` o .l l al S 69'46'02" W 55.00' m PAR. 'A' o e al PARCEL 4 II II a it J QP�Q �o til = IL I In a QPe �O 3 J'I h IMI '0 3IzI PAR. •E• W 55' I I P.o.C. S'LY LINE COR/4 PARCEL 4 I SEC. 29 1 _AVENUE 48 - L— = 1 " = 150' INDEX SHEET MSA CONSULTING, INC. MAmmo, SMrrH & AssociATEs, INc PLANmza ■ Crim Emaam¢ra u LAN]) SURVEYING ID 34200 BoE Hors DRM ■ RUxcao MIuoE ■ CA 92270 1'ELErxoxE (760) 320.98U ■ FAx (760) 323.7893 J.N. 1786 SHEET 1 OF 7 4' 04�J N 4T57'27" W 1EXHIBIT °B° Pr.•c; WATER .AND SEWER EASEMENT 4.74 v C N 6T05'48" E I 14 1 (R) PCC o / I{ a h�� ,a c, E'LY LINE co ` ph QV ,L.t' PARCEL 4 55' N 76'56'28" E j = N 7656'28" E (R) PRC � SEE SHEETS 8 (R) PRG AND 7 FOR LINE PARCEL 'B° o' t� AND CURVE DATA 46,917 SQ. FT. d L79 1.077 AC. Q I N 59'21'35" E ��� O co � I L82 d L130 L w ( `� r Q P�Q `�O • i N Do z P NQ Q L19 w 31' •®_ W co W 0 I (n o A' PT. ' P.O.B. T.P.O.B. Liz (R) 89'46'02" E 121.58' L12g P83 " PAR. "A" 1" = 60, 9 PARCEL °A' L19 8T462" W 41,401 SQ. FT. 55.00' 0.950 AC. (R) - INDICATES RADIAL BEARING $ S 89'46'02' W 192.08 luo) � rl 31 ° N PARCEL 4 55' T L15 ' PAR. MAP NO. 33588 M P.M.B 214/24-27 o P.O.C. z S. 1/4 COR. SEC. 29 10 L100 L99 AVENUE 48 MSA CONSULTING, INC. IYiAINIE@O. $MTIII k ASSOCIA7'S INC PhL4jK • . S etxs+& A s m bbavexwo L 13 34=0 Eoe Roes Dues • B.�soso Ms = • CA 92270 7893 SEE SHEET 5 L12 J,N. 7g6'�0�"'W PSHEET 2}OF 7 .n 04t 1 II UI F 20' EXHIBIT "B" WATER AND SEWER EASEMENT L69-\ /--L133 I �. vi co i I w 191.47• O N PARCEL •C• 15,927 SQ. FT. 0.366 AC. t'17" E B PRC G�V yy�j0 e• PARCEL 4 PAR. MAP NO. 33588 P.M.B 214/24-27 L85 44' P.O.B. PAR. "C" (R) - INDICATES RADIAL BEARING 1 1'• = 60, PARCEL •D• 16,�5381SQC FT. SEE SHEETS 6 3Lu too 00 a AND 7 FOR LINE t M^o S 82.377j 8" E 44• AND CURVE DATA o N N OY51.34" W MSA CONSULTING, INC. z (R) PRC Mnwmxo, SMt1a & ASSOCIAMS, INC 5 I L60 C20 i� C21 P'."w'm° • ch BN®N�INO • Lu Sutvaxwo ID34200 BM RM Da . Rio Mama . CA 922701 i SEE SHEET 4 J.N. 1786 ���1 •PSHEET 33 OF 7 042 L60 c20 SEE SHEET 3 I',3s C21 90 n EXHIBIT °E" CN } Lo C40 JJ I WATER AND SEWER EASEMENT L139 C41 L58 F20' N 03.51'34" 41 W 10 (R) PRC to _ rn cc 0 e 0 � z b 300 OD w �G0'o ix Q�pQ ryN o M R, 'e,' per. �0 Q Q . z o G��O, b� ti 44' V' Q�pQ n m v ,34 ti��\ 0 J cJ a - SEE SHEETS 6 QpQ W V' N AND 7 FOR LINE W U , ^ i o W AND CURVE DATA L56 J o�0) m Q L ' °o a 0, V N a o N 02'59'46" W z m (R) PRC L53I w tL) N o L105 L106 L4 C4 W L51I L J N 89.46'02" E 108.03' LL123 N 10.27'03" W J ���i (R) PRC in L49 �� W 1 (R 4 L125 C12 17 16�' uJ L45 S 89.46 02' W 107.72 L138 (0 N S 02'S9' E L47 PT. 0Bm (R) PRC P.0.8, PAR. PARCEL "'DPAR. "D" & I 8909'59" E (R) 16,577 SQ. FT. 0.381 AC. 20 PARCEL •E• a L24 13,080 SQ. FT. 0.300 AC. -®- L29 pQ`�' toL26 N J L42 J L28 per' �0 L117 Q Q C18 11 1" = 60' S'LY LINE a L140 (R) - INDICATES PARCEL 4 L1 RADIAL BEARING MSA CONSULTING, INC. AVENUE 48 'LoN Mwuamao, snares t AssocrA7ac IYc r�.uumo . Ctive. He�+eaawo . curo Sunvexmo ID 34M Hoe Yore Delve ■ RAN= bft u a CA 92270 — 7� (760) 320.9M . F" C760) 313-7W J.N. 1786 SHEET 4 OF 7 4.� 4 K, EXHIBIT vBv �9 SEE HEET 2 WATER AND SEWER EASEMENT ss' L12 20' SEE SHEETS 6 cI AND 7 FOR LINE I AND CURVE DATA PARCEL •A• J L82 41,401 SQ. FT. L128 (R) — INDICATES 0.950 AC. RADIAL BEARING °�' 8 "® �0 127 PSG \rlp 31' ill = 60' a p ro Lo M 00 0 �• w N L6 to n z O N Oa `fil C7 L7 �� a L4 LOtu 04 44'46 E S 89'46'02" ^0� W 88.87' Z 5 1126 (R) 15 �142 C p N 09'06'031. 'N a (R) o E'LY LINE I C16 18 47'12 E � PARCEL 4 L109 It S 0259146" E �R_420) PRC L39 W L110 W (R) PRC N 1847'p6" 011 PRC co 0� R (R�220) PARCEL •E• m 13,080 SQ. FT. 20, LV 0.300 AC. ti W co) N 89'50'25" E- N Q Q L32 (R) L34 L31 3 l33 L36 55' I L35 ,y 11 11 L114 C� ll o N S'LY LINE I PARCEL 4 INC. MSA CONSULTING, to AVENUE 48 to AVENUE MAn4meo, Sian[ a Assac2exes Ixc Pumm+O ■ Cn Hnoo+saemo V342M • L. Sutveru+o W4 K t CA 92270 •Pea (760) 3217893 3ma Hoes Dw • Pe _ _ _ _ 7t�eeam (7b0) 32fF98H — � J.N. 1786 SHEET 5 OF 7 A11 o 44 EXHIBIT "B" WATER AND SEWER EASEMENT CURVE DATA NO. DELTA RADIUS I LENGTH TANGENT C1 90'32'28" 36.00' 56.89' 36.34' C2 25'17'13" 1478.00' 652.30' 331.55' C3 O7 4CW 418.00 56.77' 28.43' C4 05'12'05" 382.00' 34.68' 17.35' C5 00754'12" 377.00' 5.94' 2.97' C6 09'41'09" 382.00' 64.58 32.37 C7 1T29'19" 258.00 78.75' 39.68 C8 90'OO O0" 73.00, 114.67' 73.00' C9 82'13'31" 70.00' 100.46' 61.09' C10 17'34'S3 124.00' 38.05' 19.18' C11 09'S0'40" 431.00' 74.05' 37.12' C12 02'22'05" 420.00' 17.36' 8.68' C13 O5'5533" 403.00' 41.68' 20.86' C14 05'47'53 403.00' 40.78' 20.41' C15 06'02'18" 220.12' 23.20' 11,61' C16 15'47'26" 220.00' 115.75' 58.247 C17 07'27'17" 380.00' 49.44' 24.76' C18 01'28'20" 423.00' 10.87'1 5.43' C19 06'04'41" 423.00' 44.87' 22.46' C20 03'37'4U 403.00' 25.53' 12.77' C21 1UO3'56" 423,00' 74.31' 37.25 C22 OT54'17 1522.00' 209.98' 105.16' C23 11*01'25" 403.00' 77.54' 38.89' C24 65'2W23" 403.00' 38.50' 19.26' C25 05'47 O1 ' 493.00' 49.76' 24.90' C26 04719'32" 507.00' 38.28' 19.15' C27 03'43'34" 423.00' 27.51' 13.76' C28 115-03-15" 58.00' 116.47' 91.14' C29 09'50 40" 453.00' 77.83' 39.01 C30 21*09'18" 102.00' 37.66' 19.05' C31 09'45'59" 423.00' 72.10' 36.14' C32 04'1924" 423.00' 31.92 15.97' C33 05'43'55 513.00' 51.32' 25.68' C34 05743'55" 887.00' 48.72' 24.38' C35 03743'34" 403.00' 26.21' 13.11' C36 09'33'46" 1522.00' 254.02 127.31' C37 90'00'00" 33.00' 51.84' 33.00' C38 8-21331" 33.00' 47.36' 28.80' C39 03'51'41" 1522.00' 102.57' 51.31' C40 10'01'34"1 403.00'1 70.52' 35.35' C41 03'37'46" 423.00' 26.80' 13,40' C42 O6'S7'17" 423.00' 51,34' 25.70' LINE DATA LENGTH N 89'19'24" W 20.00S 00'13'56" E 33.00' RBEARING S DO.1VW E 26.00' N OF11'51" W 5.00' S 09'06'03" E 5.00' S O1'17'53" E 2.46 L7 89'46'02" E 78.37' L8 N 4446.02- E 15.39' L9 S 89'46'02" W 11.50' L10 ' N 00'1358" W 47 0' L11 001358" W42 L12N42'43'58" W L13 85.1358" W 84.60 L14 N 8727'29 W 50.96' L15 S 8T 6'S4" E 3.00' L16 N 07-32-31" E 39.81' L17 N 00'13'S8" WTOO' 08 N 0 33'S8' W 83.78 L19 S 89'46'02" W 7.00' L20 N 0913'58" W 10.00' L21 N 00*13'58" W 43.61' L22 N 45'13'58 W 83.15' L23 S 07'45'34" E 56.87' L24 N 82'14'26" ETOO' L25 S OT45'34" E 12.00' L26 S 8T14'26" W 6.96' L27 S 09'06'34" E 12.30' L28 S ST51'34" E 26.87' L29 S 76'36'34" E 8.21' L30 S 8T51'34" E 48.56' L31 N 81'23'26" E 10.88' L32 N 11'10'43" W 6.03' L33 N 78'59'19" E 15.19' L34 S 09'33'S2" E 6.66' L35 N 81'23'26" E 16.37' L36 S 89' 19 36" E 76.60 L37 N 4640'24" E 13.03' L38 N 05'57'28" W 83.86' L39 S 84'02'32" W 10.50' L40 N 05'5728' W 25.88' L41 N 0940'06" E 37.02' L42 N 02'08'26" E 11.09' L43 N 09'06'34" W 16.74' L44 N OT45'34' W 67.44 L45 N 0913'58" W 11.00' L46 S 89'46'02" W 42.17' L47 S 44'46'12" W 14.56' L48 N 46'13'33" W 14.00' L49 N 44'46'12" E 4.22' L50 N 0913'48 W 38.71' MSA CONSULTING, INC. bLuNEaHo, SmrrH & A&%OMTL% Irr �10 rulumm • cry En • L m Sua-L 34200 Bm Bore Du • Pn o M3 Z • CA 92270 79� (760) 320-988 • Fn (760) 3237893 J.N. 1786 SHEET 6 QF 7 45 EXHIBIT "B" WATER AND SEWER EASEMENT LINE DATA BEARING LENGTH S 89-46 12" W 11.68' N00'13'48" W 12.00' RNO. N 89-46'12" E 10.69' N 22'16'12" E 49.48' N 00'1348" W 17.31' S 89*46'12" W 13.28' N 00'13'48" W 16.00' L58 S 89'46'12" W 11.00' L59 N 89'46'12" E 20. 0 00 L60 N 89'46'12" E 33.98' L61 N 74'05'21" W 56.70' L62 N 85'06'46" W 16.07' L63 N 45'00 00" W 36.55' L64 N 00113'48" W 60.07' L65 S 84-45*59" W 11.04' L66 N 05' 14 01 W 12.00' L67 N 00'13'48" W 67.78 L68 N 46' 16' 12" E 41.44' L69 N 02'33'49" E 5.00' L70 S 8T26'11" E 12.00' L71 S 83'42 37 E L72 S 72'27'37" E L73 N 17'32'23" E L74 S 72'27'37" E L75 N 32'33'11" E K21.02' L76 S 57'26'49" E L77 N 55*47'10" E L78 S 45 115 33" E L79 S 44'44'27" W 8.72 L80 S 45'13'58" E 65.96' L81 S 0913 58" E 39.90' L82 N 89'46'02" E 11.00' L83 N 89'46'02" E 39.50' L84 S 74'05 21" E 53.89' L85 S 15'27'59" W 5.00 L86 S 74'05'21" E 12.00' L87 N 15'27'59" E 5.10' L88 S 45'00'00" E 20.03' 1789 S 00-13 48" E 51.83 L90 IS 00'13'48" E 59.19' L91 S 46' 16' 12" W 24.30' L92 N 83'42'37" W 18.73' L93 I N 72'27'37' W 11.07' L94 I N 17'32'23" E 12.64' LAlyp T Op CAX* LINE DATA NO.U42'43'58"E ING LENGTH L95 8" W 33.56' L96 8" E 27.00' L97 8" E 79.98' L98 8" E 28.98' L99 58" E 83.58' L100 00" W 12.98' L101 29" E 50.48' L102 S OT32'31" W 39.80' L103 S 2T16'12" W 46.89' L104 S 0913'48" E 24.79' L105 S 45'13'48" E 9.55' L106 N 78'31'02" E 16.57' L107 S 44'46'02" W 41.07' L108 S 05'57'28" E 59.74' L109 N 84'02'32" E 4.50' L110 S 05'57'28" E 12.00' L111 S 84'02 32" W 20.00' L112 S O5'57'28" E 43.17' L113 S 45'40'24" W 29.65' L114 N 89'19 36" W 83.26' S 81'23'26" W 42.52' N 87'S1'34" W 52.41' N 87'S1'34 W 24.08' S 00'40'06" W 44.86' I S 7T30'30" E 31.78' N 23'27'30" E 37.14' S 15.39 44" W 20.00' NOT00'16" E 20.00' N 83'27'48" W 44.59' L124 I N 25'36'58" W 37.89' L125 1 N 88'37'06 W 20.03' L126 S 7738'21" W 46.29' L127 S 8946'02" W 39.50' L128 N 8976 62" E 11.50' L129 N 7T30'30" W 31.78' L130 N 89'46'02" E 7.00' L131 S 23*27*30" W 37.14' L132 N 8445'59" E 11.04' L133 S 02'33'49" W 5.00' L134 N 89*46'12" E 13.28' L135 N 89'46'12" E 11.00' L136 S 07-00'16" W 26.00' L137 S 25.36 58" E 37.89' L138 S 88'37'06" E 20.03' L139 S 89-46 12" W 33.98' L140 N 7636'34" W 8.21' L141 S 83'27'48" W 44.59' L142 1 N 7T38'21" E 46.29' IDMSA CONSULTING, INC. MAu meo, SmrrH & AssocuArns, Ixc P�.ruamm ■ C7 Ht • L. SuRtmo 342M BOB Hors Du • R. Me • CA 92270 1� (760) 320.98H • F� (760) 3237M J.N. 1786 SHEET 7 OF 7 A I TACHMENT 4 No Recording Fee Required Per Government Code Section 27383 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: COACHELLA VALLEY WATER DISTRICT Post Office Box 1058 Coachella, California 92236 (Space above this line for Recorder's Use) DOMESTIC WATER AND/OR SANITATION SYSTEM INSTALLATION AGREEMENT THIS AGREEMENT is made on this day of by and between the COACHELLA VALLEY WATER DISTRICT, a public agency of the State of California, with its headquarters at Coachella, California, hereinafter designated as "District" and LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic located 78-495 Calle Tampico, La Quints, CA 92253 at , hereinafter designated as "Subdivider." WHEREAS, Subdivider is developing a subdivision of the Southwest 1 Unit 4eblocated in quarter of Section 2 9 Township 5 South, Range 7 East San Bernardino Meridian, and has filed a Tentative Subdivision Map with the Planning Commission of the County/Cityof Riverside/La Quinta, which tentative subdivision has been designated as Tract No. 33588 , hereinafter designated "Subdivision" and described on Exhibit A and shown on Exhibit B; and WHEREAS, said Subdivision will require a water distribution system and/or sanitation system and domestic water service and/or sanitation service to each of said 1 Unit deM and WHEREAS, Subdivider is desirous of having District provide domestic water and/or sanitation service to said Subdivision and is willing to transfer to District the water distribution system and/or sanitation system necessary therefor after the construction thereof and District is willing to accept such transfer and to provide domestic water service and/or sanitation service to said Subdivision on the terms and conditions set forth herein. CVWD014A NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Subdivider will comply with District's "Regulations Governing Domestic Water Service," "Regulations Governing Sanitation Service," and "Instructions for Preparation of Improvement Plans for Domestic Water Systems and/or Sanitary Sewer Systems" as the same may be amended from time to time, the provisions of which are incorporated herein by reference. 2. The domestic water system and/or sanitation system to serve said Subdivision shall be constructed in accordance with District's "Standard Specifications for the Construction of Domestic Water Systems" and/or "Standard Specifications for the Construction of Sanitary Sewer Systems" and such specifications and construction plans prepared by Subdivider and which shall be approved by District prior to the presentation thereof to contractors for bidding purposes. The domestic water system shall include all pipelines, valves, service connections, fire hydrants, and appurtenances, excepting only the water meter to the individual lots. The sanitation system shall include manholes, pipelines, house laterals, pump stations, and appurtenances. 3. The Contractor employed by Subdivider to construct the domestic water system and/or sanitation system shall be licensed by the State of California for these types of construction and in addition shall be approved by District for such purpose. 4. The entire cost of the construction of the domestic water system and/or sanitation system shall be paid by Subdivider. The construction will be inspected by District inspection personnel to the end that the domestic water system and/or sanitation system facilities are constructed and installed pursuant to this agreement in accordance with the approved plans and specifications. This inspection is not for the purpose of determining installed footage of water or sewer pipeline or for compliance by the Contractor with safety requirements. 5. Prior to the release of the improvement plans for the domestic water system and/or sanitary sewer system Subdivider shall finish to District the following: a. Bill of Sale for conveyance of the domestic water system and/or sanitation system. b. Any and all Deed(s) of Easement or Grant Deed(s) to any rights -of -way or other real property interests necessary for the operation of the domestic water system and/or sanitation system or to comply with the requirements of District's Regulations Governing Domestic Water and/or Sanitation Service. c. Written petitions for die -annexation of its lands to be developed to those Improvement Districts of District which are applicable to the public services to be provided. .2_ lam';" M d. An irrevocable letter of credit or a certificate of deposit from a bank or savings and loan located and doing business in the State of California naming District as sole beneficiary with the exclusive right of withdrawal according to the following; in the amount of $2,000 or five percent of the amount of the construction contract(s), whichever sum is greater, as security for the purpose of guaranteeing the completion of construction as provided in paragraphs 6 and 7 herein. Said security shall provide that District has the absolute right five, days after the mailing of a written notification to Subdivider by certified mail at Subdividers address herein to draw all or a portion of the funds represented by the security as may be necessary to -complete construction, including administrative and all other project costs or to secure compliance with the provisions of Paragraphs 6 and 7. Said security, less draws, if any, will be returned to Subdivider upon acceptance of the domestic water system and/or sanitation system by District. 6. Prior to the installation of water meters or the acceptance of the domestic water system and/or sanitation system by District, whichever occurs first, Subdivider shall famish to District and/or comply with the following: a. Pay all Water System Backup Facilities Charges, Supplemental Imported Water Supply Charges and/or Sanitation Capacity Charges as may be applicable. b. As to any water well developed by Subdivider for golf course irrigation or other purposes in connection with said Subdivision, execute a separate well -metering agreement with District. Said agreement will be mailed to Subdivider by District. Section 31638.5 of Chapter 7, Part 6 of Division 12 of the WaterCodes states that: "It shall be unlawful to produce water [in excess of 25 acre feet per year].unless the well or other water producing facility producing such water shall have a water -measuring device [meter] affixed thereto which is capable of measuring and registering the accumulated amount of water produced." C. Upon execution of a well -drilling contract, for the golf course irrigation well as described in Subparagraph 6.b. above, notify District of intent to drill said well, the required meter size, and upon completion of the well shall install a meter and pump discharge manifold according to District specifications, at Subdivider's expense. In the event that the meter installation and pump discharge manifold is not completed according to District specifications and with District's approval, District shall have the right to direct that the entire discharge manifold assembly be reconstructed at Subdivider's expense. District, for Subdivider's convenience, will make available the meter and meter installation specifications upon request to District by Subdivider and/or well driller's authorized representative. -3- CV M-014A 049 (Rev. 3Afi) After completion of the meter installation District will, at District's expense, obtain a hydraulic pump test on the well for determining any meter correction factors. District employees and agents shall at reasonable times over lands owned by Subdivider on which said well is located, have the right of ingress and egress. District will own, operate, maintain, and replace said meter at District expense. District will read said meter at periodic intervals and make such readings available to Subdivider if so requested. Subdivider agrees that District may obtain copies of current and past electrical power consumption and well pump test data directly from the electrical utility serving the well or from any individual conducting said tests, without obtaining additional releases. - d. As to any domestic water well site(s) and/or sanitary sewer lift station site(s) provided by Subdivider: 1) Grading plans of the site(s) for District approval. After the grading plans have been approved by District, grade site(s) in accordance with approved plans. 2) Plans for perimeter walls and exterior landscaping for District approval. After the plans have been approved by District, construct the walls and landscaping in accordance with the approved plans. The design of the walls shall include consideration of noise attenuation to maintain exterior noise levels for residential development while the well or lift station is in operation. Said perimeter walls shall be installed prior to District providing service. 3) Provide electrical power of a voltage and wattage necessary for the well or lift station operation to the site(s). Plans for this installation shall be approved by the District prior to construction. 4) Plans for the acceptance of well site drainage and well discharge water from the well site(s) into the on -site drainage facilities for District approval. After the plans have been approved by District, construct and maintain the facilities necessary for the conveyance of these waters from the well site(s) in accordance with approved plans. Subdivider shall include these conditions in the Covenants, Conditions and Restrictions for said Subdivision. 5) Be responsible for the exterior landscaping at the site(s). A certified copy of the Covenants, Conditions and Restrictions for said Subdivision. As to any electrically or electronically operated security gate system installed by Subdivider and designed to be functional without an operator/guard, District shall have the right to install radio controls to operate said gate(s) at Subdivider's expense. Subdivider shall pay District the sum of $2,500 as the cost of said radio controls prior to the installation of water meters or the acceptance of the domestic 4 CVwnor4A 050 (Rn. 3A6) water system and/or sanitation system by District, whichever occurs first. District will operate, maintain, and replace said radio controls at District expense. 8. Prior to the acceptance of the domestic water system and/or sanitation system by District, Subdivider shall famish to District any and all requested documents, including but not limited to the following: a. A Declaration by Subdivider or its Contractor(s) that the Contractor(s), or any party who famished material in the construction of the -domestic water system and/or sanitation system, have been paid in full; - b. As -Built Drawings of the domestic water system and/or sanitation system. Acceptance by District of the domestic water system and/or sanitation system shall vest title thereto in District without any fiuther action on the part of Subdivider. C. A surety bond, irrevocable letter of credit or a certificate of deposit from a bank or savings and loan located and doing business in the State of California, naming District as sole beneficiary with the exclusive right of withdrawal according to the following; in the amount of $2,500 or ten percent of the amount of the construction contract(s), whichever sum is greater, to guarantee the performance of the installed domestic water system and/or sanitation system as against failures of any type, the period of said guarantee and said warranty shall be for one year from the date of the acceptance of the domestic water system and/or sanitation system by District. Said security, less any charges by District, shall be returned to Subdivider at end of one year. 9. Upon the request of Subdivider, District will famish to the appropriate departments of the appropriate City or County, the Department of Real Estate and/or Department of Corporation of the State of California, a letter from District indicating that financial arrangements have been made for the construction of the domestic water system and/or sanitation system for said Subdivision and District is willing to provide domestic water service and/or sanitation service to each and every lot therein, provided Subdivider has done all of the following: a. Complied with all provisions of this Agreement applicable at the time, b. Furnished District an irrevocable letter of credit or certificate of deposit from a bank or savings and loan located and doing business in the State of California in a form approved by District in the amount of $2,000 or five percent of the amount of the construction contract(s), whichever sum is greater, C. Furnished District with a copy of the Bond filed with the appropriate City or County, guaranteeing the construction of required Subdivision improvements, including the domestic water system and/or sanitation system provided for herein, and CVWD$14A 051 (Pe . 3/06) d. Paid to District any amount due under the Water System Backup Facilities Charge, Supplemental Imported Water Supply Charges and/or Sanitation Capacity Charge as maybe applicable, i.e., those in effect at the time payment is tendered to District. e. Initiated a Well Metering Agreement with District (if applicable). 10. District shall not be liable for the replacement of decorative concrete and other surface improvements, including but not limited to, alternative paving methods which District may be required to remove in the future to gain access to the domestic water and/or sanitary sewer pipelines and appurtenances. District shall not be responsible for seal coating, overlaying or otherwise resurfacing street improvements outside the immediate area of construction. Subdivider shall include these conditions in the Covenants, Conditions, and Restrictions for said Subdivision. It. District shall not be liable for the maintenance including but not limited to malicious damage and graffiti of the exterior walls and landscaping around the domestic water well site(s) and/or sanitary sewer lift station site(s) provided by Subdivider. Subdivider and its successors shall be responsible for the maintenance of these improvements. Subdivider shall include this condition in the Covenants, Conditions and Restrictions for said Subdivision. 12. District shall not be subject to the approval of Subdivider or Homeowners Association on any use, restrictions or conditions for any domestic water well site(s) and/or sanitary sewer lift station site(s) provided by Subdivider. Subdivider shall include an acknowledgement of these conditions in the Covenants, Conditions and Restrictions for said Subdivision. 13. Subdivider will provide notice to the purchaser of any homes within 300 feet of any District domestic water well site(s) and/or sanitary sewer lift station site(s) of the fact that District owns the property and its proposed and/or actual use and the activities that are involved during the construction and = operation of said domestic water well and/or sanitary sewer lift station, such as heavy equipment operation including drilling and maintenance derricks which may create noise and vibration. Subdivider shall include an acknowledgement of these conditions in the Covenants, Conditions and Restrictions for said Subdivision. 14. In the event that construction of the facilities which are the subject of this Agreement has not begun within 12 months of the date of this Agreement or, having been completed, said facilities have not been accepted by District within 24 months of said date, District shall have the right to declare this Agreement void. In the event District exercises said right, it shall have no further obligations under this Agreement. Any new or revised Agreement and any related domestic water and/or sanitary sewer plans shall reflect any new conditions in effect at that time. Costs, fees and charges due under said new or revised Agreement shall be those which are in effect at the time payment thereof is tendered. cvwt414n 052 (Rev. 5106) 15. In the event that Subdivider fails to perform any obligation under this agreement, Subdivider agrees to pay all costs and expenses incurred by District in securing performance of such obligations, including costs of suit and reasonable attorney's fees. 16. Subdivider hereby binds itself, its executors, administrators and assigns, and agrees to indemnify, defend and hold District harmless from any losses, claims, demands, actions or causes of action of any nature whatsoever, arising out of or in any way connected with the improvements agreed to be constructed and installed under this agreement by Subdivider, including cost of suit and reasonable attomey's fees. 17. Following fulfillment of the terms and conditions herein and acceptance by District of the domestic water system and/or sanitation system, District will provide domestic water service and/or sanitation service to said Subdivision in accordance with District's Regulations cited in Paragraph 1. 18. This Agreement is binding on the assigns of District and on the assigns, successors, and representatives of Subdivider. PLEASE ATTACH APPROPRIATE NOTARIAL CERTIFICATES PLEASE ATTACH APPROPRIATE NOTARIAL CERTIFICATES COACHELLA VALLEY WATER DISTRICT SUBDIVIDER By. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Dated: CVWDOi4A 053 (Rev. 3/06) No Recording Fee Required Per Government Code Section 27383 ATTACHMENT 5 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of La Quinta P.O. Box 1504 La Quinta, CA 92247-1504 ATTN: Tim Jonasson APN: 600-020-030 (Space above this line for Recorder's Use) QUITCLAIM DEED/EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, COACHELLA VALLEY WATER DISTRICT, a public agency of the State of California, does hereby remise, release and forever quitclaim its rights -of -way to LA QUINTA REDEVLOPMENT AGENCY, a public body, corporate and politic, organized and existing under the California Community Redevelopment Law, being a portion of the easement rights reserved in Book 458, Page 373, Recorded April 27, 1940, Official Records, County of Riverside, State of California, and selected and adopted in Book 658, Page 175, Recorded December 27, 1944, Official Records of said county and state, as described on Exhibit "A" and depicted on Exhibit `B" attached hereto and by reference made a part hereof. STATE OF CALIFORNIA) ) ss. COUNTY OF RIVERSIDE) On this day of before me, (Notary Public) personally appeared 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. Notary Public in and for said County and State COACHELLA VALLEY WATER DISTRICT GRANTOR (Name & title) Doc. No. 050729-3-012 CV WD-571 (Rev. 2194) 054 EXHIBIT "A" CVWD EASEMENT QUITCLAIM IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THOSE PORTIONS OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: THOSE PORTIONS OF THE EAST 70.00 FEET AND NORTH 40.00 FEET OF THE SOUTH 70.00 FEET OF SAID EAST HALF OF THE SOUTHWEST QUARTER, AS DESCRIBED IN RESOLUTION OF THE BOARD OF DIRECTORS OF THE COACHELLA VALLEY COUNTY WATER DISTRICT RECORDED DECEMBER 27, 1944 IN BOOK 658 AT PAGE 175 ET SEQ., OF OFFICIAL RECORDS OF SAID RIVERSIDE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THOSE PORTIONS OF SAID EAST 70.00 FEET AND SAID NORTH 40.00 FEET OF THE SOUTH 70.00 FEET LYING SOUTHERLY OF THE EASTERLY PROLONGATION OF THE NORTH LINE AND EASTERLY OF THE SOUTHERLY PROLONGATION OF THE WEST LINE OF PARCEL 4 OF PARCEL MAP NO. 33588, AS SHOWN BY MAP ON FILE IN BOOK 214, AT PAGES 24 THROUGH 27, INCLUSIVE, OF PARCEL MAPS, OFFICIAL RECORDS OF SAID RIVERSIDE COUNTY, CALIFORNIA. CONTAINING 102,463 SQUARE FEET OR 2.352 ACRES, MORE OR LESS. Np,L LA/VD�'pjS ���NY D. M,qC 2 cr._ 1w Q�OF CAS-*� 053 EXHIBIT CVWD EASEMENT PARCEL 3 N 90'00'00" E 604.96' N'LY LINE PAR. 4 659.96 70' 15' E. 70', E. 1/2, SW 1/4 E'LY LI PAR. 4 PARCEL 4 a PAR.. WA Ha. nags 3 o Pilo 294/24=27 Ja 3a S'LY LINE PAR. 4 n a T — INDICATES PORTION OF THE CVWD EASEMENT RECORDED 12/27/44, IN BOOK 658 AT PAGE 175, O.R. IN THE E. 1/2 OF THE SW 1/4 OF SEC. 29, T. 5 S., R. 7 E.. S.B.M., TO BE QUITCLAIMED. PORTIONS CVWD EASEMENT TO BE QUITCLAIMED AREA=2.352 AC. N. 40', S. 70', E. 1/2, SW 1/4 N 89'19'24" W 660.08' AVENUE 48 MSA CONSULTING, INC. MAnmxo, SMITH & AssociATEs, IDIx P�ANNum a C[yu, ENav mam ■ LAND SOavEi 34200 Boa HOPE Darya ■ RANcuo Mauce ■ CA "Bl► QUITCLAIM m l L6 N 3I 1 " = 150' S. 1/4 COR. SEC. 29 c a 92270 TEcaraor+e (760) 320-98ll FAx (760) 323.7893 J.N. 1786 SHEET, 1 OF 1 r � r COUNCIL/RDA MEETING DATE: November 6, 2007 ITEM TITLE: Approval of a Second Amended and Restated Affordable Housing Agreement by and Between the La Quinta Redevelopment Agency and Coachella Valley Housing Coalition for Property Located at the Northwest Corner of Avenue 48 and Dune Palms Road RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: J CONSENT CALENDAR: t STUDY SESSION: PUBLIC HEARING: Approve a Second Amended and Restated Affordable Housing Agreement ("Amended Agreement") by and Between the La Quinta Redevelopment Agency and Coachella Valley Housing Coalition for property located at the northwest corner of Avenue 48 and Dune Palms Road, subject to minor modifications by the Executive Director and Agency Counsel. FISCAL IMPLICATIONS: The financial analysis prepared for the project as set forth in the Summary Report did not contemplate or provide for repayment of any of the Agency's financial assistance, and the Agency had no expectation of repayment due to the nature of this project. However, the previous Affordable Housing Agreement included a note that required payments to the Agency from the residual receipts of the project, if any (e.g., a percentage of the project's net income) and further required, in order to satisfy tax requirements of the Developer, a balloon payment at the end of the 55-year term. To maintain compliance with applicable tax regulations, the Amended Agreement now provides that repayment of the loan will be required only in connection with a performance default. BACKGROUND AND OVERVIEW: In preparation for the December 2007 closing of the Agency/Coachella Valley Housing Coalition ("Developer") transaction, the Developer, Agency staff, and Counsel have 057 prepared the attached Amended Agreement (Attachment 1). The Amended Agreement contains three substantive changes from the prior Amended and Restated Affordable Housing Agreement approved for this project. The first change relates to storm water discharge. Developer has designed the Project so that storm water drains from the site to the CVWD La Quinta Evacuation Channel ("Channel") through an off -site storm drain pipe running parallel and approximately 36 feet west of the Dune Palms Road centerline, and two additional pipes running parallel and approximately 18 feet north of the Avenue 48 centerline. Draining into the Channel allows the Developer to avoid the need for onsite retention and provides for the maximum use of the site. The off -site storm drain system outlets into the Channel approximately 500 feet east of the Project on the north side of Avenue 48. As a condition to allowing the Developer to discharge into the Channel, CVWD will require the City to issue a letter to CVWD representing that the Project will comply with certain "Best Management Practices" to mitigate water quality impacts relating to the discharge from the site into the Channel. The Developer has agreed to indemnify the City and Agency from claims that arise from the Developer's discharges into the Channel. The Amended Agreement includes this indemnification and requires the Developer to follow the Best Management Practices. Second, in order to facilitate the Project, the Developer has requested that the Agency authorize the execution of a Bill of Sale/Domestic Water and/or Sanitation System Installation Agreement ("Water/Sewer Agreement") in order to expedite the issuance of the necessary encroachment permits from CVWD. The Water Agreement is attached to the staff report on the RDA's Consent Calendar, which, if approved, would authorize its execution and submission to CVWD. The Amended Agreement documents that the Agency is executing and submitting these documents as an accommodation to the Developer, and that the Developer is responsible for carrying out all of the obligations of the Water/Sewer Agreement. Third, the Agency's bond counsel and its special tax counsel have recommended certain modifications to the Agency's Note in order to remain in compliance with regulations of the Internal Revenue Service relating to the use of tax exempt housing bonds. The financial analysis prepared for the project as set forth in the Summary Report did not contemplate or provide for repayment of any of the Agency's financial assistance. The Amended Agreement was drafted in a manner that required payments to the Agency from the residual receipts of the project, if any (e.g., a percentage of the project's net income) and further required, in order to satisfy tax requirements of the Developer, a balloon payment at the end of the 55-year term. To maintain compliance with applicable tax regulations, the Amended Agreement now provides that repayment of the loan will be required only in connection with a performance default. This is consistent with prior Agency housing loans. The Developer will independently provide for an internal financial structure that will satisfy its tax requirements. , 2 051 The approval is subject to minor modifications by Agency Counsel. FINDINGS AND ALTERNATIVES: The alternatives available to the Agency Board include: 1. Approve a Second Amended and Restated Affordable Housing Agreement by and Between the La Quinta Redevelopment Agency and Coachella Valley Housing Coalition for property located at the northwest corner of Avenue 48 and Dune Palms Road, subject to minor modifications approved by the Executive Director and Agency Counsel; or 2. Do not approve a Second Amended and Restated Affordable Housing Agreement; or 3. Provide staff with alternative direction. Respectfully submitted, Douglas R. Evans Assistant City Manager -Development Services Approved for submission by: Thomas P. Genovese, Executive Director Attachment: 1. Second Amended and Restated Affordable Housing Agreement 051 3 ATTACHMENT #1 SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT BY AND BETWEEN LA QUINTA REDEVELOPMENT AGENCY I: opi COACHELLA VALLEY HOUSING COALITION 000 882/015610-0047 119215 02 all /01 /07 TABLE OF CONTENTS Page I. [100] SUBJECT OF AGREEMENT...............................................................................I A. [ 101 ] Purpose of Agreement; Original Agreement..............................................1 B. [102] The Redevelopment Plan ...........................................................................2 C. [103] The Project Area.........................................................................................2 D. [104] The Site......................................................................................................2 E. [105] Parties to the Agreement............................................................................2 1. [ 106] The Agency....................................................................................2 2. [107] The Developer................................................................................3 F. [108] Definitions..................................................................................................3 1. [ 109] Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of theSite......................................................................................................6 G. [110] Representations by the Developer.............................................................. 8 H. [ 111 ] Representations by the Agency..................................................................9 II. [200] FINANCING........................................................................................................10 1. [201] Agency Financial Assistance.......................................................10 2. [202] Other Developer Financing for the Project..................................11 3. [§203] [Intentionally Omitted]...............................................................13 B. [§204] Evidence of Financing............................................................................13 1. [205] Financial Evidence.......................................................................13 C. [206] Acquisition of the Site; Purchase Price....................................................14 D. [207] Escrow......................................................................................................14 E. [208] Conveyance of Title and Delivery of Possession.....................................16 F. [209] Conditions to Close of Escrow.................................................................16 1. [210] Agency's Conditions to Closing..................................................16 2. [211 ] Developer's Conditions to Closing..............................................17 3. [212] Waiver..........................................................................................17 4. [213] Failure of Conditions Precedent; Termination .............................18 G. [214] Condition of Title.....................................................................................18 H. [215] Title Insurance..........................................................................................18 I. [216] Taxes and Assessments............................................................................19 J. [217] Conveyance Free of Possession...............................................................19 K. [218] Inspections; Condition of Site..................................................................19 1. [219] Inspections; Grading....................................................................19 2. [220] "As Is"..........................................................................................21 3. [221 ] Indemnity.....................................................................................21 4. [222] Release and Waiver......................................................................22 5. [223] Definitions ....................................................................................22 6. [224] Materiality....................................................................................23 III. [300] DEVELOPMENT OF THE SITE........................................................................23 A. [301] Development of the Site........................................................................... 23 882/015610-0047 859215 02 al 1/01/07 -1- (, a', 0 u 1 Page 1. [302] Scope of Development.................................................................23 2. [303] Plans, Drawings, and Related Documents...................................23 3. [304] Review and Approval of Plans, Drawings, and Related Documents..............................................................................................24 4. [305] Project Entitlements.....................................................................24 5. [306] Cost of Development....................................................................25 6. [307] Construction Schedule..................................................................25 7. [308] Indemnity; Insurance Requirements.............................................25 8. [309] City and Other Governmental Agency Permits ............................27 9. [310] Rights of Access...........................................................................27 10. [311] Local, State and Federal Laws.....................................................28 11. [312] Anti-Discrimination.....................................................................28 12. [313] Taxes and Assessments................................................................28 13. [314] Right of the Agency to Satisfy Other Liens on the Site AfterTitle Passes....................................................................................28 14. [315] Release of Construction Covenants..............................................29 15. [316] Limitation on Encumbrances.......................................................29 16. [317] Holder Not Obligated to Construct Improvements ......................29 17. [318] Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure.................................................30 18. [319] Failure of Holder to Complete Improvements .............................30 19. [320] Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default...............................................................31 20. [321] Coachella Valley Water District Issues.........................................31 IV. [400] USE OF THE SITE..............................................................................................32 A. [401] Affordable Housing..................................................................................32 B. [402] Uses In Accordance with Redevelopment Plan; Nondiscrimination............................................................................................... 33 C. [403] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction...................................................34 D. [404] Maintenance of the Site............................................................................34 V. [500] DEFAULTS AND REMEDIES...........................................................................35 A. [501 ] Defaults -- General...................................................................................35 B. [502] Legal Actions...........................................................................................35 1. [503] Specific Performance...................................................................35 2. [504] Institution of Legal Actions; Attorney's Fees..............................35 3. [505] Applicable Law............................................................................35 4. [506] Acceptance of Service of Process ................................................ 35 C. [507] Rights and Remedies Are Cumulative.....................................................36 D. [508] Inaction Not a Waiver of Default.............................................................36 E. [509] Termination..............................................................................................36 1. [510] Termination by the Developer......................................................36 2. [51 1] Termination by the Agency..........................................................36 F. [512] Option Agreement....................................................................................37 062 882/015610-0047 859215.02 a11/01/07 41- ' VI. In [600] A. B. C. D. E. F. G. H. I. J. K. L. M. [513] Agency's Option to Acquire Plans .................................. GENERALPROVISIONS.......................................................................... [601 ] Notices, Demands and Communications Between Parties .............. [602] Conflicts of Interest......................................................................... [603] Enforced Delay; Extension of Times of Performance .................... [604] Non -Liability of Officials and Employees of the Agency .............. [605] Interpretation; Entire Agreement, Waivers; Attachments......... [606] Time of Essence........................................................................ [607] No Brokers................................................................................ [608] Maintenance of Books and Records .......................................... [609] Right to Inspect......................................................................... [610] Binding Effect of Agreement .................................................... [611] Severability................................................................................ [612] Counterparts.............................................................................. [613] Amendments to this Agreement ................................................. ATTACHMENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 Page 37 ........38 ........38 ........38 ........38 ........ 39 ........39 ........39 ........39 ........39 .............40 .............40 .............40 .............40 .............40 Site Map Legal Description Scope of Development Schedule of Performance Grant Deed Agency Note Agency Deed of Trust Option Agreement Agency Regulatory Agreement and Declaration of Covenants and Restrictions Release of Construction Covenants Memorandum of Second Amended and Restated Affordable Housing Agreement Project Budget Project Proforma 882/015610-0047 .1, 063 859215 02 a11/01/07 -111- SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT This Second Amended and Restated Affordable Housing Agreement ("Agreement") is entered into as of the __ day of 2007 ("Effective Date") by and between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency") and COACHELLA VALLEY HOUSING COALITION, a California non-profit public benefit corporation (the "Developer"). The Agency and the Developer (collectively referred to as the "Parties") hereby agree as follows: I. [1001 SUBJECT OF AGREEMENT A. [1011 Purpose of Agreement; Original Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan for the La Quinta Redevelopment Project Area No. 2 (the "Project Area") by providing for the improvement of certain property situated within the Project Area, by assisting in the financing of the development on the "Site" (as hereinafter defined) of an affordable rental housing development, consisting of not less than two hundred eighteen (218) residential dwelling units restricted for rental and occupancy by Eligible Tenants at an Affordable Rent, and related improvements (collectively the "Project"). As used herein, the tern "Unit" refers to each of the 218 rental dwelling units, and the term "Units" refers to all of the 218 rental dwelling units. The Units are subject to the Agency Regulatory Agreement. The Agency financial assistance in this Agreement shall be utilized to effectuate a portion of the Agency's overall affordable housing program pursuant to the requirements of California Health and Safety Code Section 33334.2 to expend twenty percent (20%) of its increment funds to improve, increase and preserve the community's supply of low- and moderate -income housing. The conveyance to Developer and development of the Site and the occupancy of the affordable rental housing project as developed for households of limited incomes, all as provided in this Agreement, are in the vital and best interests of the City of La Quinta (the "City") and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. On or about April 5, 2006 (the "Original Agreement Execution Date"), the Agency and Developer entered into that certain Affordable Housing Agreement, pursuant to which the Developer agreed to construct the Project and the Agency agreed to provide to Developer certain financial assistance, as further outlined therein (the "Original Agreement"). On or about Developer and Agency entered into that certain Amended and Restated Affordable Housing Agreement which replaced, in its entirety, the Original Agreement, for purposes of (i) modifying and finalizing certain of the attachments attached to the Original Agreement; and (ii) providing for disbursement to Developer of portions of the Agency's financial assistance prior to the times set forth therefore in the Original Agreement (the "First Amended Agreement"). 882/015610-0047 859215 02 al1/01/07 -1- Developer and Agency now wish to make certain modifications to the Developer's repayment obligations set forth in the First Amended Agreement, for purposes of complying with applicable tax requirements, and to impose on Developer certain indemnification obligations. As a result of the foregoing, Developer and Agency hereby agree that the First Amended Agreement shall be replaced, in its entirety, with this Agreement. B. r 1021 The Redevelopment Plan This Agreement is subject to the provisions of the Redevelopment Plan for the Project Area (the "Redevelopment Plan") which was approved and adopted by Ordinance No. 139 of the City Council of the City of La Quinta on the 16th day of May, 1989. Said ordinance and Redevelopment Plan are fully incorporated herein by reference. Any amendment hereafter to the Redevelopment Plan (as so approved and adopted) which changes the uses or development permitted on the Site as proposed in this Agreement, or otherwise changes the restrictions or controls that apply to the Site, or otherwise affects the Developer's obligations or rights with respect to the Site, shall not apply to the Site without the written consent of the Developer. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Developer. C. F1031 The Project Area The Project Area is located in the City and is generally bounded by Washington Street, the northern corporate boundary, Jefferson Street and Avenue 50. The exact boundaries are as set out in the Redevelopment Plan. D. r1041 The Site The "Site" is currently owned by the Agency and consists of approximately 14.81 acres of that certain real property located northwest of the intersection of Avenue 48th and Dune Palms Road within the Project Area in the City of La Quinta, County of Riverside. The Site is depicted on the Site Map, which is attached hereto and incorporated herein as Attachment No. 1. The legal description of the Site is provided on Attachment No. 2, which is attached hereto and incorporated herein by this reference. E. L] Parties to the Agreement 1. F1061 The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health & Safety Code § 33000 et seg.). The principal office of the Agency is located at 78-495 Calle Tampico, La Quinta, California 92253, or such other address as Agency shall hereafter designate in writing to Developer. "Agency", as used in this Agreement, includes the La Quinta Redevelopment Agency and any and all assignees of or successors to its rights, powers and responsibilities. 882/015610-0047 ;A. ,_ 0 U J 859215 02 a11/01 /07 -2- 2. D071 The Developer The Developer is Coachella Valley Housing Coalition, a California non-profit public benefit corporation. The principal office and mailing address of the Developer for purposes of this Agreement is 45-701 Monroe Street, Suite G, Plaza 1, Indio CA 92201. By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Developer have been obtained, and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do so. Whenever the term "Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest as herein provided. F. [1081 Definitions. "35%1 Very Low Income Household" shall mean a household whose annual income does not exceed thirty-five percent (35%) of AMI. "40% Very Low Income Household" shall mean a household whose annual income does not exceed forty percent (40%) of AMI. "Affordable Rent" shall mean the amount of monthly rent, including a reasonable utility allowance, that does not exceed the maximum allowable rent to be charged by Developer and paid by Very Low Income Households, 35% Very Low Income Households, or 40% Very Low Income Households, as the case may be, occupying the Units as determined pursuant to Health and Safety Code Section 50053(b), as of the Effective Date, and the regulations promulgated pursuant to or incorporated therein, including, without limitation, any applicable regulations promulgated pursuant to Health and Safety Code Section 50093. "Agency Deed of Trust" shall mean that certain Deed of Trust With Assignment of Rents to secure the Agency Note and Developer's performance of its obligations under the Agency Regulatory Agreement, in the form attached hereto and incorporated herein as Attachment No. 7. "Agency Financial Assistance" shall have the meaning ascribed in Section 201. "Agency Note" shall mean that certain promissory note, substantially in the form attached hereto and incorporated herein as Attachment No. 6, in favor of Agency, evidencing the loan by Agency to Developer. Upon execution, the Agency Note shall replace, in its entirety, the existing Note that was executed on or about by and between the Agency and Developer. "Agency Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of Covenants and Restrictions, in the form attached hereto and incorporated herein as Attachment No. 9. 882/015610-0047 85921502 a 11/01/07 -3- 06 "Agency Title Policy" shall have the meaning ascribed in Section 215 hereof. "Agency's Conditions to Closing" shall have the meaning ascribed in Section 210. "AMI" shall mean the median family income (adjusted for family size) for the Riverside County area promulgated and published annually by the California Department of Housing and Community Development ("HCD") pursuant to Title 25, Section 6932 of the California Code of Regulations. If HCD ceases annually to publish median incomes, the parties will agree upon an adequate substitute manner for determining Area -Wide Median Income. "Annual Financial Statement" shall mean the financial statements prepared by Developer for each calendar year, including a balance sheet, income statement, statement of retained earnings, statement of cash flow, and footnotes thereto, prepared in accordance with generally accepted accounting principals consistently applied, as audited by an independent certified public accountant. "CEQA" shall mean the California Environmental Quality Act, Public Resources Code Section 21000 et seq., as amended. "City" shall mean the City of La Quinta, a municipal corporation, having its offices at 78-495 Calle Tampico, La Quinta, CA 92253. The City is not a party to this Agreement and shall have no obligations hereunder. "Close of Escrow" shall have the meaning ascribed in Section 207 hereof. "Days" shall mean calendar days and the statement of any time period herein shall be calendar days, and not business days, unless otherwise specified. 211. "Developer's Conditions to Closing" shall have the meaning ascribed in Section "Developer Title Policy" shall have the meaning ascribed in Section 215 hereof. "Effective Date" shall mean the later of the dates this Agreement is executed on behalf of Agency and Developer. "Eligible Tenant" shall mean a household which qualifies as a Very Low Income Household, a 40% AMI Very Low Income Household, or a 35% AMI Very Low Income Household. "Escrow" shall have the meaning ascribed in Section 207 hereof. "Escrow Agent" shall have the meaning ascribed in Section 207 hereof. "Evidence of Financing" shall have the meaning ascribed in Section 205 hereof. 882/015610-0047 J . 067 859215 02 a11/01/07 -4- "Executive Director" shall mean the individual duly appointed to the position of Executive Director of Agency, or his or her authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Agency Executive Director, or his or her authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved for Agency Board determination. "Grant Deed" shall have the meaning ascribed in Section 206 hereof. "Hazardous Materials" shall have the meaning ascribed in Section 223 hereof. "Management Units" shall mean the two (2) units in the project that may be occupied by on -site management and staff. "MHP Loan" shall have the meaning ascribed in Section 202 hereof. "Moderate Income Household" shall have the meaning as set forth in Health and Safety Code Section 50093, or any successor statute. "Option Agreement" shall have the meaning ascribed in Section 512 hereof. "Outside Closing Date" shall mean April 5, 2008. "Parcel Map" shall have the meaning ascribed in Section 305 hereof. "Project" shall mean the construction on the Site of an affordable rental housing complex with not less than two hundred eighteen (218) units restricted for rental to and occupancy by Eligible Tenants, and related interior and exterior improvements, including, but not limited to, a community center and a child day care center. The Project is more particularly described in the Scope of Development attached hereto and incorporated herein as Attachment No. 3. "Project Budget" shall mean that certain budget referred to in Section 205 of this Agreement and attached hereto as Attachment No. 12 which is incorporated herein by this reference, which budget may not be materially changed without the prior approval of the Agency Executive Director, which approval shall not be unreasonably withheld (a material change is one or more change(s) that causes the total Project cost to increase or decrease by a cumulative amount of two percent (2%) or more from what is shown in Attachment No. 12. "Project Proforma" shall mean the financial information referred to in Section 205 of this Agreement and attached hereto and incorporated herein as Attachment No. 13 and is Developer's best estimate of the costs to develop the Project and costs of ongoing operations based on the information available to Developer as of the Effective Date. The Project Proforma shall not undergo material change without the prior approval of Agency's Executive Director, which approval shall not be unreasonably withheld (a material change is one or more change(s) that causes the Net Operating Income as shown on Project Proforma to increase or decrease by a cumulative amount of two percent (2%) or more from what is shown in Attachment No. 13. "Purchase Price" shall have the meaning ascribed in Section 206 hereof. 8821015610-0047 859215.02 a11/01/07 -5- "Qualified Tax Credit Investor" shall mean a person or entity who (i) is an experienced limited partner and investor in multifamily housing developments receiving low income housing tax credits issued by the State of California or the United States federal government and (ii) has obtained or is contractually obligated to obtain a limited partnership or limited liability company membership interest in the Project whereby it will receive 90 percent or more of the Tax Credits obtained in connection with the Project. Agency shall have the right to reasonable prior approval of the identity of the Qualified Tax Credit Investor and of the terms and conditions of the limited partnership agreement or other agreement specifying the terms and conditions, including but not limited to terms and conditions concerning timing and amounts of cash contributions toward Project development costs in return for an interest in the owner of the Project and the right to receive Tax Credits. "Release of Construction Covenants" shall mean that certain Release of Construction Covenants, in the form attached hereto and incorporated herein as Attachment No. 10. "Schedule of Performance" shall mean that certain Schedule attached hereto and incorporated herein as Attachment No. 4. "Tax Credit Program" shall mean the low-income housing tax credit program authorized pursuant to Internal Revenue Code Section 42, California Health and Safety Code Sections 50199.6-50199.19, Revenue and Taxation Code Sections 17057.5, 17058, 23610.4, 23610.5, and applicable federal and State regulations such as 4 California Administrative Code Sections 10300-10340. "Tax Credits" shall refer to the low income housing tax credits granted by TCAC for the Project pursuant to Section 42 of the Internal Revenue Code and/or California Revenue and Taxation Code, Sections 17057.5, 17058, 23610.4, 23610.5 and California Health and Safety Code Section 50199, et seq. "Tax Credit Regulatory Agreement" shall mean that certain regulatory agreement to be recorded against the Site as a condition of the receipt by the Project of an allocation by TCAC of four percent (4%) Tax Credits. "TCAC" shall mean the California Tax Credit Allocation Committee. "Title Company" shall mean Chicago Title Company. "Unit" and "Units" shall have the meaning ascribed in Section 101 hereof. "Very Low Income Household shall have the meaning as set forth in Health and Safety Code Section 50105, or any successor statute. 1. rl091 Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of the Site The qualifications and identity of the Developer are of particular interest to the Agency. It is because of these qualifications and identity that the Agency has entered into this 882/015610-0047 4_f; 069 859215 02 al 1/01/07 -6- Agreement with the Developer. Consequently, no person, whether a voluntary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement nor shall the Developer assign all or any part of this Agreement, the Site, or the Agency Regulatory Agreement without the prior written approval of the Agency. A voluntary or involuntary sale or transfer of any interest in the Developer or the Site during the term of this Agreement shall be deemed to constitute an assignment or transfer for the purposes of this Section 109, and the written approval of' the Agency shall be required prior to effecting such an assignment or transfer. Any purported transfer, voluntarily or by operation of law, except with the prior written consent of the Agency, shall render this Agreement absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. During the term of this Agreement and the Agency Regulatory Agreement the Developer shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any rights or duties herein, nor make any total or partial sale, transfer, conveyance, or assignment of the whole or any part of the Site or any of the improvements thereon, without the prior written approval of the Agency. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site, or any interest therein shall not be required in connection with: (a) the conveyance or dedication of any portion of the Site to the City of La Quinta, or other appropriate governmental agency, including public utilities, where the granting of such easements permits or facilitates the development of the Project on the Site; or (b) any assignment of this Agreement or transfer of the Site, or any of the improvements located thereon, to a limited liability company in which Developer has a greater than fifty percent (50%) ownership and management interest; (c) any assignment of this Agreement, or transfer of the Site and any of the improvements located thereon, to a limited partnership in which Developer or its wholly controlled affiliate is the general partner; (d) any mortgage, deed of trust, sale and leaseback, or other form of conveyance required for any reasonable method of financing or refinancing the development of the Project on the Site, including all direct and indirect costs related thereto; (e) the leasing of individual rental units on the Site provided that such leasing is in accordance with the terns of this Agreement; (f) transfers resulting from the death or mental or physical incapacity of an individual; (g) transfers in trust for the benefit of a spouse, children, grandchildren, or other family member, or for charitable purposes; (h) transfers of stock in a publicly -held corporation or of the beneficial interest in ay publicly -held partnership or real estate investment trust; (i) the transfer by the Qualified Tax Credit Investor to an entity that has the same general partner or managing member as the Qualified Tax Credit Investor; and 0) the removal by the Qualified Tax Credit Investor of the general partner for a default under the partnership agreement, provided the replacement general partner is reasonably satisfactory to Agency. Notwithstanding anything in this Section 109 to the contrary, in the absence of specific written agreement by Agency, no transfer or assignment by Developer or any successor in interest to Developer, whether or not requiring the approval by Agency, shall be deemed to relieve Developer or any successor party from the obligation to timely complete development of the Project, and no transfer or assignment by Developer or any successor in interest to Developer shall be effective unless and until the transferor and transferee execute and deliver to Agency an assignment and assumption agreement in a form and with content reasonably acceptable to Agency's legal counsel. 892/015610-0047 859215 02 al 1/01/07 -7- ••" This Section 109 shall not be applicable to the leasing of individual Units to Eligible Tenants in accordance with this Agreement and no assignment and assumption agreement shall be required in connection therewith. G. [1101 Representations by the Developer The Developer represents and warrants to the Agency as follows: 1. The Developer is duly established and in good standing under the laws of the State of California and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. This Agreement is enforceable against the Developer in accordance with its terms. 2. The Developer does not have any contingent obligations or contractual agreements which will materially adversely affect the ability of the Developer to carry out its obligations hereunder. 3. There are no pending or, so far as is known to the Developer, threatened, legal proceedings to which the Developer is or may be made a party to or to which it or any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency, which will materially adversely affect the ability of the Developer to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, looking toward the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of the Developer to carry out its obligations hereunder. 5. The execution and delivery of this Agreement and all other documents to be executed by Developer pursuant to this Agreement will not constitute or result in any default or event that with notice or the lapse of time, or both, would be a default, breach, or violation of any other agreement, instrument, or arrangement by which Developer is bound. 6. The execution and delivery of this Agreement and all other documents to be executed by Developer pursuant to this Agreement and the consummation of the transactions contemplated herein will not violate any provision of or require any consent, authorization, or approval under any law or administrative regulation or any other order, award, judgment, writ, injunction or decree applicable to, or any governmental permit or license issued to Developer. 7. No representation, warranty, or covenant of Developer in this Agreement, or in any document or certificate furnished or to be famished to Agency pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. 882/015610_0047 071 859215 02 al1/01/07 -8- -- 8. All financial information delivered to Agency, including, without limitation, information relating to the financial condition of Developer, the Site, and the Project accurately represents such financial condition and has been prepared in accordance with accepted accounting principles consistently applied, unless otherwise noted in such information. Developer shall notify Agency in writing of any material changes to such information delivered to the Agency. 9. The Developer has, and will as required by its obligations hereunder, dedicate, allocate and otherwise make available, sufficient financial and other resources to perform its obligations under this Agreement. Each of the foregoing items 1 to 9, inclusive, shall be deemed to be an ongoing representation and warranty and shall survive the close of escrow for the Site. The Developer shall advise the Agency in writing if there is any change material pertaining to any matters set forth or referenced in the foregoing items 1 to 9, inclusive. H. f 1111 Representations by the Agency The Agency represents and warrants to Developer as follows: 1. Agency is a public body, corporate and politic, existing pursuant to the California Community Redevelopment Law (California Health and Safety Code Section 33000), which has been authorized to transact business pursuant to action of the City of La Quinta. Agency has full right, power and lawful authority to transfer the Site as provided herein and the execution, performance, and delivery of this Agreement by Agency has been fully authorized by all requisite actions on the part of Agency. The parties who have executed this Agreement on behalf of Agency are authorized to bind Agency by their signatures hereto. 2. Agency does not, as far as is known to Agency, have any contingent obligations or contractual agreements which will materially adversely affect the ability of Agency to carry out its obligations hereunder. 3. There are no pending or, so far as is known to Agency, threatened, legal proceedings to which Agency is or may be made a party or to which it or any of its property is or may become subject, which will materially adversely affect the ability of Agency to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to Agency's knowledge, threatened, looking toward the dissolution or liquidation of Agency and there is no action or proceeding pending or, to Agency's knowledge, threatened by or against Agency which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of Agency to carry out its obligations hereunder. 5. To Agency's knowledge, the Site is not currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation. 6. Agency is not the subject of a bankruptcy proceeding. 882/015610-0047 6.1 072 2 859215.02 at 1/01/07 -9- 7. To Agency's knowledge, no Hazardous Materials (as defined in Section 223 below) are now or have been released, used, or stored on or within any portion of the 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 Site. 8. To Agency's knowledge, the execution and delivery of this Agreement and all other documents to be executed by Agency pursuant to this Agreement will not constitute or result in any default or event that with notice or the lapse of time, or both, would be a default, breach, or violation of any other agreement, instrument, or arrangement by which Agency is bound. 9. To Agency's knowledge, the execution and delivery of this Agreement and all other documents to be executed by Agency pursuant to this Agreement and the consummation of the transactions contemplated herein will not violate any provision of or require any consent, authorization, or approval under any law or administrative regulation or any other order, award, judgment, writ, injunction or decree applicable to, or any governmental permit or license issued to Agency. 10. To Agency's knowledge, no representation, warranty, or covenant of Agency in this Agreement, or in any document or certificate furnished or to be furnished to Developer pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. As used in this Section 111, the term "knowledge" or "known" shall mean the actual (not constructive or imputed) knowledge of the Agency Executive Director, without any investigation or inquiry or duty of investigation or inquiry. II. [2001 FINANCING As set forth in Sections 201-203 below, Developer contemplates financing the development of the Project with a combination of funds from the proceeds of the following: (i) the Agency Financial Assistance; (ii) a conventional loan from an institutional lender and funding from other affordable housing funding sources (collectively, the "Additional Developer Funding"); (iii) the MHP Loan; (iv) the Qualified Tax Credit Investor's equity contribution to be obtained through the syndication of tax credits; (v) Developer's deferral of its developer fee(s), (vi) funding from the issuance of up to Fifty Million Dollars ($50,000,000) of multifamily mortgage revenue bonds; and (vii) such other financing sources as may be obtained by Developer in accordance with the terms and conditions of this Agreement. Developer shall utilize all of such funding exclusively for development of the Project on the Site, and not for any other purpose. 1. r2 11 Agency Financial Assistance. Agency shall provide Developer with financial assistance, in the maximum amount of Thirty Million One Hundred Forty -Seven Thousand Nine Hundred Thirty -Eight Dollars ($30,147,938) to assist Developer in developing the Project (the "Agency Financial Assistance"). 882/015610-0047 85921502 al 1/01/07 -10- Portions of the Agency Financial Assistance shall be disbursed to Developer in accordance with the terms of the Agency Note. Developer shall use the Agency Financial Assistance only for costs incurred by Developer in the performance of work described in the Scope of Development. Repayment of the Agency Financial Assistance shall be in accordance with the terms of the Agency Note. 2. [2021 Other Developer Financing for the Project. Developer has represented to Agency that Developer intends to apply for the following types of financial assistance to assist with the costs of developing the Project: a. MHP Loan. Developer has received a commitment for a loan from the State of California Department of Housing and Community Development in the amount of Ten Million Dollars ($10,000,000) under the Multifamily Housing Program (the "MHP Loan"). b. Additional Developer Funding. Developer shall obtain additional funding, including a conventional loan, and Developer shall pursue funding from other sources of funding for affordable housing developments, including, without limitation, the Home Investment Partnership Program, such that the sum of such funding (collectively referred to herein as the "Additional Development Funding"), when combined with the sum of the Agency Financial Assistance and the Tax Credits, as described in Section 201 and this Section 202, is sufficient to complete construction of the Project. In no event shall the Additional Development Funding be less than Five Million Five Hundred Fifteen Thousand Dollars ($5,515,000.) C. Tax Credits. The Project shall obtain a preliminary reservation of tax credits from the TCAC in the amount of approximately Forty -Two Million Five Hundred Ninety Thousand Four Hundred Thirty -Eight Dollars ($42,590,438) over ten (10) years. Developer's qualification for and participation in the Tax Credit Program in accordance with the terms set forth in this Agreement is a condition to the performance of this Agreement by Agency, including without limitation the provision of the Agency Financial Assistance. Agency shall have no responsibilities with respect to Developer's performance of its obligations under the Tax Credit Program, nor shall Agency do anything or fail to do anything it is required by law or this Agreement to do which will adversely affect Developer's performance of its Tax Credit Program obligations. In order to assist Agency in performing its obligations and enforcing its rights under this Agreement (with respect to reviewing Developer's Evidence of Financing, insuring the continued affordability and maintenance of the Units, and obtaining payments due under the Agency Note), Developer agrees to promptly submit to Agency all of the following documents at such time as the same are submitted by Developer to the TCAC or other applicable body or when such documents are received by Developer, as applicable (any documents submitted prior to the Effective Date of this Agreement shall also have been submitted by Developer to Agency and reviewed by Agency prior to the Effective Date of this Agreement): i) Complete copies of Developer's applications to the TCAC for the preliminary reservation, final reservation, carryover allocation (if applicable), and placed - in -service credit award, and any amendments or modifications thereto (4 California Administrative Code §§ 10325(b)-(e) and 10345). 882/015610-0047 6• O r 859215 02 a] 1/01/07 -11- ii) Complete copies of any correspondence or transmittals by the TCAC to Developer notifying Developer regarding the action(s) taken with respect to any of the applications referred to in clause (i). iii) A complete copy of the regulatory agreement between the TCAC and Developer (4 California Administrative Code § 10340(c)). iv) Complete copies of all progress reports submitted by Developer to the TCAC prior to the issuance of tax credit allocations (4 California Administrative Code § 10340(d)) and the annual certifications and Project Status Reports submitted by Developer to the TCAC subsequent to the issuance of tax credit allocations (4 California Administrative Code § 10340(e)). v) Complete copies of all correspondence or transmittals from the TCAC or other jurisdiction (such as the Internal Revenue Service) containing any notification regarding the Project's noncompliance with applicable provisions of the Low - Income Housing Tax Credit Program. d. Private Activity Bonds. The Project shall obtain an allocation of private activity bonds (the "Bonds") from the California Debt Limit Allocation Committee ("CDLAC") in the amount of approximately Fifty Million Five Hundred Thousand Dollars ($50,500,000). In connection with the loan of the Bond proceeds to the Project, Developer agrees to promptly submit to Agency all of the following documents at such time as the same are submitted by Developer to CDLAC or other applicable body or when such documents are received by Developer, as applicable (any documents submitted prior to the Effective Date of this Agreement shall also have been submitted by Developer to Agency and reviewed by Agency prior to the Effective Date of this Agreement): i) Complete copies of Developer's applications to CDLAC for bond allocation ii) complete copies of any correspondence or transmittals by CDLAC to Developer notifying Developer regarding the action(s) taken with respect to any of the applications referred to in clause (i). iii) A complete copy of the regulatory agreement between the Developer and the issuer of the Bonds. iv) Complete copy of the form 8038 submitted to the Internal Revenue Service in connection with the Bonds, and all correspondence from the Internal Revenue Service regarding the Project's noncompliance with Section 142(d) of the Internal Revenue Code. As more fully discussed in Section 3.11 of the Agency Regulatory Agreement, should Agency be prevented by a final order of a court of competent jurisdiction, applicable and binding appellate opinion, or regulatory body with jurisdiction from enforcing, for any reason, the affordability restrictions set forth in this Agreement, Agency shall be a third -party beneficiary under each of the regulatory agreements referenced in this Section (e.g., paragraph c.iii and d.iii) s. 882/015610--0047 �.: 0 7 J 859215.02 al 1/01/07 -12- and shall have full authority to enforce any breach or default by Developer thereunder in the same manner as though it were a breach or default under this Agreement. In addition to the foregoing sources of funding for the Project, Developer shall diligently seek other sources of funding that are or may be available to help fund the Project. 3. f 52031 [Intentionally Omitted] B. 2041 Evidence of Financing 1. [2051 Financial Evidence. The anticipated sources and uses of funds for the development of the Project are set forth in the Project Budget (Attachment No. 12). The financial projections for the Project are set forth in the Project Pro Forma (Attachment No. 13). Within the time set forth in the Schedule of Performance, and as a condition precedent to Agency's obligation to transfer the Site to Developer, Developer shall submit to the Executive Director evidence reasonably satisfactory to the Executive Director that Developer has, or will have, prior to the Close of Escrow, the financial capability necessary for the development of the Project on the Site pursuant to this Agreement. Such evidence of financial capability (collectively, the "Evidence of Financing") shall include all of the following: Copies of executed letters of commitment or preliminary reservations or awards (if final commitment letters are not yet available) from the funding sources of the Additional Developer Funding in an amount sufficient, collectively, to complete construction of the Project, or reasonably final construction loan documents along with evidence reasonably satisfactory to the Executive Director that the sources of the Additional Developer Funding intend to execute the same and provide an initial funding on or before the Close of Escrow. Any such agreement shall provide for notice of default to Agency, and the right to cure required by Section 320. Evidence of sufficient take out financing, including both permanent loan and any other funds, in a form reasonably satisfactory to the Executive Director, such that the Executive Director can determine that sufficient funding for the Project will be available. A true and correct copy of the preliminary reservation letter from TCAC, a copy of the letter of intent from the Qualified Tax Credit Investor reflecting the total amount of the syndication proceeds and the timing of the payment of such proceeds, and evidence of the source and amount of any bridge financing that will be procured in an interim basis, and the terms under which the bridge financing is being provided. A true and correct copy of the CDLAC resolution allocating the Bonds to the Project. A copy of Developer's most recently prepared Annual Financial Statement, and a copy of Developer's most recent internally prepared, unaudited financial statement, which shall include a balance sheet, income statement, statement of retained earnings, statement of cash flows, and footnotes thereto, prepared in accordance with generally accepted accounting principles consistently applied. 882/015610-0047 959215.02 all/01/07 -13- A copy of a fee -based construction contract or guaranteed maximum price construction contract between Developer and its general contractor for all of the improvements required to be constructed by Developer hereunder, certified by Developer to be a true and correct copy thereof-, and A corporate surety bond or bonds or other security instrument, approved as to form, content, and company by the Agency's Executive Director and the Agency's legal counsel with Developer's contractor or contractors as principal(s), in a penal sum not less than one hundred percent (100%) of the amount of the cost of constructing the Project guaranteeing completion of construction and the payment of wages for services engaged and bills contracted for materials, supplies, and equipment used in the performance of the work, and protecting Developer and Agency from any liability, losses, or damages arising therefrom; the Agency Executive Director shall have the discretion to accept alternate security in his or her sole and absolute discretion. The Executive Director shall complete his or her review of and approve or disapprove Developer's Evidence of Financing within the time set forth in the Schedule of Performance. If the Executive Director shall disapprove such Evidence of Financing, he or she shall do so by written notice to Developer stating the reasons for such disapproval. In such event, Developer shall promptly resubmit its Evidence of Financing not less than thirty (30) days after receipt of the Executive Director's disapproval, the Executive Director shall reconsider such resubmittal within the same member of days allowed for the initial submittal, and the deadlines in the Schedule of Performance shall be extended accordingly. C. r2061 Acquisition of the Site; Purchase Price The Developer shall acquire a fee simple title to the Site pursuant to a grant deed in the form attached hereto and incorporated herein as Attachment No. 5 ("Grant Deed"). Developer's purchase price for the Site (the "Purchase Price") is One Dollar ($I). D. 20f 7] Escrow I. Opening of Escrow. Agency and Developer agree to open an escrow (the "Escrow") with Chicago Title Company (the "Escrow Agent"), by the time established therefore in the Schedule of Performance. This Agreement constitutes Agency's and Developer's escrow instructions for the Agency's sale and Developer's purchase of the Site and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 207, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. In the event of any conflict or inconsistency between the additional escrow instructions required by the Escrow Agent and the provisions of this Agreement, the provisions of this Agreement shall supersede and control. Any amendment of the escrow instructions set forth or described herein shall be in writing and signed by both Agency and Developer. At the time of any authorized amendment to the escrow instructions, the Escrow Agent shall agree, by signing below an appropriate statement on such an amendment, to carry out its duties as Escrow Agent under such an amendment. All communications from the Escrow Agent to Agency or Developer shall be in writing and directed to the addresses and in the 882/015610-0047 O 859215 02 al1/01/07 -14-^l manner established in Section 601 of this Agreement for notices, demands, and communications between Agency and Developer. 2. Deposits Into Escrow. Agency and Developer shall deposit the following documents and pay into the Escrow the following fees, charges and costs promptly after the Escrow Agent has notified the Agency of the total amount of such fees, charges and costs, but not earlier than five (5) days prior to the scheduled date for the Closing: a. Developer shall deposit the Purchase Price; b. Agency and Developer shall each pay one-half of the Escrow fee; C. Agency shall pay the costs, if any, of drawing the Grant Deed; d. Agency shall pay recording fees, if any; e. Agency and Developer shall pay their respective Notary fees; f. Agency shall pay the premium for the Developer Title Policy up to the amount set forth in Section 216 and Developer shall pay for its portion, if any, as set forth in Section 215. g. Agency shall pay for any transfer tax and any state, county or city documentary stamps. h. Agency shall deposit with the Escrow Agent the fully executed Grant Deed, Agency Deed of Trust, Option Agreement, Agency Regulatory Agreement, and Memorandum. 3. Escrow Officer Obligations. The Escrow Officer shall notify the Agency and Developer when all outstanding documents, including the Grant Deed, the Agency Deed of Trust, the Option Agreement, the Agency Regulatory Agreement, and the Memorandum have been executed and submitted to Escrow by the applicable party. Upon confirmation by the Escrow Agent that all of the Agency's Conditions to Closing and all of the Developer's Conditions to Closing have been satisfied, or waived by the appropriate party, the Escrow Agent shall record the following documents in the following order of recordation: (1) Grant Deed, (2) Agency Deed of Trust, (3) Option Agreement, (4) Agency Regulatory Agreement, and (5) Memorandum. The date such documents are recorded shall be referred to herein as the "Close of Escrow" or the "Closing Date." All funds received in the Escrow shall be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest -earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. 88V015610-0047 078 859215.02 al1/01/07 -15- Any amendment to these escrow instructions shall be in writing and signed by the Agency. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. The liability of the Escrow Agent in the capacity of escrow holder with respect to the Agency is limited to performance of the obligations imposed under it under Sections 207, 213, 215, and 216 of this Agreement. E. [2081 Conveyance of Title and Delivery of Possession Provided that the Developer is not in default under this Agreement and all of Agency's Conditions to Closing and Developer's Conditions to Closing have occurred, and subject to any mutually agreed upon extensions of time, Agency shall convey to the Developer title to the Site. The Agency and the Developer agree to perform all acts necessary to conveyance of title on or before the Outside Closing Date. Possession shall be delivered to the Developer concurrently with the conveyance of title at the Close of Escrow, except that limited access may be permitted before the Close of Escrow as permitted in Section 220 of this Agreement. The Developer shall accept title and possession on said date. F. [2091 Conditions to Close of Escrow L2101 Agency's Conditions to Closing The Agency's obligation to convey the Site to Developer and the closing of the Escrow shall, in addition to any other condition set forth herein in favor of the Agency, be conditional and contingent upon the satisfaction, or waiver by the Agency in its sole and absolute discretion, or before the Outside Closing Date, of each and all of the following conditions (collectively, "Agency's Conditions to Closing"); a. Developer shall have deposited into Escrow the Purchase Price and all other sums and documents required of Developer by this Agreement; b. Developer shall have delivered to Agency or deposited into Escrow the Agency Deed of Trust, duly executed and acknowledged by Developer, the Agency Regulatory Agreement, duly executed and acknowledged by Developer, the Option Agreement, duly executed and acknowledged by Developer, and the Memorandum, duly executed and acknowledged by Developer; C. Developer shall have submitted to the Executive Director the evidence of insurance required pursuant to Section 308 of this Agreement; d. Developer shall have submitted to the Executive Director Developer's Evidence of Financing, in accordance with Section 205 herein, and the Executive Director shall have approved the same; C. Developer shall have obtained all of the Project Entitlements; 882/015610-0047 k :. 079 859215 02 a11/01/07 -16- f. Developer shall have executed and delivered to Agency the Agency Note and the Assignment of Architectural Agreements and Plans and Specifications, in the form attached to the Agency Note as Exhibit `B" (the "Assignment of Plans") concurrently with Developer's execution of this Agreement, and Developer shall not be in default of any term or condition thereof, g. On the Closing Date, the Title Company shall be irrevocably committed to issue the Agency Title Policy, if elected by Agency; h. Escrow Agent holds and will deliver to Agency the instruments and funds to be delivered to Agency under this Agreement; and Agreement. i. Developer is not in material default of any term or condition of this 2. LI 11 Developer's Conditions to Closing Developer's obligation to purchase the Site from Agency and the closing of the Escrow shall, in addition to any other condition set forth herein in favor of the Developer, be conditional and contingent upon the satisfaction, or waiver by the Developer in its sole and absolute discretion, on or before the Outside Closing Date, of each and all of the following conditions (collectively, "Developer's Conditions to Closing"). i) Agency has deposited into Escrow the Grant Deed, duly executed and acknowledged by Agency, and all other sums and documents required of Agency by this Agreement; ii) On the Closing Date, the Title Company shall be irrevocably committed to issue the Developer Title Policy insuring fee title to the Site is vested in Developer; iii) Developer shall have obtained all of the Project Entitlements; iv) Escrow Agent holds and will deliver to Developer the instruments and funds to be delivered to Developer under this Agreement; v) the Developer has approved the environmental condition of the Site and agrees to acquire the Site in its present condition; and Agreement. vi) Agency is not in material default of any term or condition of this 3. [2121 Waiver Agency may at any time or times, at its election, waive any of the conditions set forth in Section 210 above to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by Agency and delivered to Developer. Developer may at any time or times, at its election, waive any of the conditions set forth in Section 211 above to its 882/015610-0047 1" 080 859215.02 al 1/01/07 -17- obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by Developer and delivered to Agency. 4. [2131 Failure of Conditions Precedent; Termination In the event that by the Outside Closing Date each of the conditions set forth in Section 210 is not fulfilled, or waived by Agency pursuant to Section 212, Agency may, at its option, terminate this Agreement and the Escrow opened hereunder, thereby releasing the parties from further obligations hereunder. In the event that by the Outside Closing Date each of the conditions set forth in Section 211 are not fulfilled, or waived by Developer pursuant to Section 212, Developer may, at its option, terminate this Agreement and the Escrow opened hereunder, thereby releasing the parties from further obligations hereunder. In the event this Agreement is terminated, all documents and funds delivered by Developer to Agency or Escrow Agent shall be returned immediately to Developer and all documents and funds delivered by Agency to Developer or Escrow Agent shall be returned immediately to Agency. Nothing in this Section 213 shall be construed as (i) releasing any party from liability for any default of its obligations hereunder or breach of its representations and warranties under this Agreement occurring prior to the termination of this Agreement and/or the Escrow to be opened hereunder, or (ii) releasing the Developer from its obligation to repay any portion of the Agency Financial Assistance which has as of the time of termination hereof been disbursed to Developer. Repayment of the disbursed portions of the Agency Financial Assistance shall be in accordance with the terms and conditions set forth in the Agency Note. G. [2141 Condition of Title The Agency shall convey to the Developer fee simple title to the Site free and clear of all recorded liens, encumbrances, encroachments, assessments, leases and taxes except the provisions of the Grant Deed, the Agency Deed of Trust, the Agency Regulatory Agreement, the Option Agreement, the Memorandum the standard printed conditions and exceptions contained in the ALTTA standard owner's policy of title insurance that is regularly issued by the Title Company in transactions similar to the one contemplated by this Agreement, as approved by Developer pursuant to this Section 214. Prior to the Effective Date, Agency has caused the Title Company to deliver to Developer a standard preliminary title report with respect to the Site, together with legible copies of the documents underlying the exceptions set forth in the Title Report (collectively, the "Title Report"). Developer has approved of the condition of title as reflected in the Title Report. H. [2151 Title Insurance Concurrently with recordation of the Grant Deed, the Escrow Agent shall instruct the Title Company to provide and deliver to the Developer an ALTA standard form policy of title insurance that does not require a survey issued by the Title Company insuring that the title is vested in the Developer, or its assignee, as applicable, in the condition reflected in the Title Report (the "Developer Title Policy"). The Title Company shall provide the Agency with a copy of the Developer Title Policy. 882M5610-0047 ' 081 859215.02 a] 1/01/07 '1 g- The Agency shall pay the title insurance premium attributable to the Developer Title Policy for coverage up to the amount of the Purchase Price. The Title Company shall, if requested by the Developer, increase the amount of the Developer Title Policy or provide the Developer with an extended policy, coverages, or endorsements. The Developer shall pay the portion of the premium associated with such extended or additional coverages or endorsements. At Agency's election, Agency may obtain from the Title Company an ALTA lender's policy of title insurance, together with such endorsements as may be reasonably requested by Agency with liability in the amount of the Agency Note, covering the Site, showing title vested in Developer, and insuring the validity and priority of, respectively, the Agency Deed of Trust, Option Agreement, Agency Regulatory Agreement, and Memorandum (the "Agency Title Policy"). I. [2161 Taxes and Assessments Ad valorem taxes and assessments, if any, on the Site, and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period commencing prior to conveyance of title shall be borne by the Agency. All ad valorem taxes and assessments levied or imposed for any period commencing after close of the Escrow shall be paid by the Developer. J. [2171 Conveyance Free of Possession The Site shall be conveyed free of any possession or right of possession by any person except that of the Developer and the easements and other encumbrances of record (subject to Developer's right to review the condition of title pursuant to Section 214). K. [2181 Inspections; Condition of Site [2191 Inspections; Grading. Prior to the Close of Escrow, Agency shall provide representatives of Developer the right of access to all portions of the Site for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including without limitation the investigation of the environmental condition of the Site, and to perform grading. Any preliminary work undertaken on the Site by Developer prior to the Closing shall, subject to Section 201 above, be done at the sole expense of the Developer. In no event shall Developer conduct any intrusive testing procedures or commence grading activities on the Site without the prior written consent of Agency, which consent shall not be unreasonably withheld. Developer shall also have the right to investigate all matters relating to the zoning, use and compliance with other applicable laws, codes, and ordinances which relate to the use and occupancy of the Site. Agency shall cooperate to assist Developer in completing such inspections and special investigations at no cost or expense to Agency other than the time of Agency's personnel and incidental photocopying and like costs. Such inspections, investigations, and grading shall be conducted only (a) upon no less than forty-eight (48) hours' notice to Agency, (b) between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, and (c) at such times and in such a manner as to minimize any disruption to the Site. Agency shall have the right, but not the obligation, to accompany Developer during such investigations, inspections, and/or grading. As a condition to any such 882/015610-0047 1.. 082 859215 02 a11101107 -19- entry, Developer shall (i) conduct all work or studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Site during or after such investigation; (ii) comply with all applicable laws and governmental regulations; (iii) keep the Site free and clear of all materialmen's liens, lis pendens and other liens arising out of the entry and work performed under this paragraph; (iv) maintain or assure maintenance of workers' compensation insurance (or state approved self-insurance) on all persons entering the property in the amounts required by the State of California; (v) provide to Agency prior to initial entry a certificate of insurance evidencing that Developer and/or the persons entering the Site have procured and have in effect the insurance required by Section 308 (except that the Developer and/or such persons shall not be required to procure casualty insurance for work conducted prior to the Close of Escrow); and (vi) repair any damage it causes to the Site during the course of such investigations, inspections, and/or grading promptly upon completion of the investigations, inspections, and/or grading that caused such damage, and restore the Site to the condition existing prior to the investigations, inspections, and/or grading (except for the actual grading work itself), including, without limitation, restabilizing any portions of the Site on which Developer's work removed or caused the removal of the soil stabilizer present on the Site, to the satisfaction of the City's Public Works Director. Any work undertaken pursuant to this Section 219 shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. Agency may revoke the foregoing right of access upon two (2) days written notice to Developer delivered in accordance with Section 601 below in the event: (I) in the reasonable judgment of Agency, such revocation is necessary to protect the public health, safety, or welfare pursuant to the exercise of Agency's police powers; or (II) Developer is in violation of the terms of this Agreement or any applicable law, statute, ordinance, rule, or regulation pertaining to the preliminary work permitted hereunder or Developer's or of Developer representative's entry upon the Property pursuant to this Agreement, and Developer has failed to cure such violation within two (2) days following Developer's receipt of written notice of such violation from Agency. Prior to the acquisition of the Site, the Developer shall provide written notice to the Agency of the Developer's determinations concerning the suitability of the physical condition of the Site. If, in the Developer's reasonable judgment, the physical condition of the Site is unsuitable for the use or uses to which the Site will be put to the extent that it is not economically feasible for the Developer to develop the Site pursuant to this Agreement, then the Developer shall have the option either to (a) take any action necessary to place the Site in a condition suitable for development, at no cost to the Agency; or (b) terminate this Agreement pursuant to the provisions of Section 213 hereof. If the Developer has not notified the Agency of its determinations concerning the suitability of the physical condition of the Site by the date scheduled for the close of Escrow, the Developer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section. Developer shall protect, defend, indemnify and hold harmless Agency and City and Agency's and City's respective officers, officials, members, employees, agents, and representatives (any of the foregoing shall be known individually as "Indemnitee" and collectively as "Indemnitees"), and each of them, jointly and severally, against and from any and all claims, demands, causes of action, damages, costs, expenses, losses and liabilities, at law or in equity, of every kind or nature whatsoever, including attorneys' fees and expert witness fees, but excluding those resulting from environmental contamination of the Property or other defects on 083 882/015610-0047 859215 02 al 1/01/07 -20- the Property existing prior to Developer's entry thereon or not otherwise caused by Developer or any of Developer's representatives, but including, without limitation, injury to or death of any person or persons and damage to or destruction of any property, threatened, brought or instituted ("Claims"), arising out of or in any manner directly or indirectly connected with the entry upon the Site by Developer or any of Developer's representatives pursuant to this Section, including without limitation: (1) any damage to the Site and any liability to any third party incurred by reason of any acts or omission of, including, but not limited to, any commission of any negligent or tortious acts, by Developer or Developer's representatives, or any of them; (2) any mechanics' or materialmen's liens, claims, demands, actions or suits arising (directly or indirectly) from (i) any work performed or materials supplied to or for Developer, or (ii) any activities of Developer or any of Developer's representatives, or any of them, on or relating to the Site (including, without limitation, any claims by any of such Developer representatives); and (3) any costs of removing Developer or Developer's representatives from the Site after the expiration of the term hereof unless Developer is otherwise entitled to possession of the Site at such time. 2. L2201 "As Is". The Agency has provided the Developer with all information of which it has actual knowledge concerning the physical condition of the Site, including, without limitation, information about any "Hazardous Materials," as defined in Section 223 below. The Developer acknowledges and agrees that any portion of the Site 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 111.7 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 Site. 3. r2211 Indemnity. The Developer agrees, from and after the date of recordation of the Grant Deed, to defend, indemnify, protect and hold harmless the Agency and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns (collectively, the "Indemnities") from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, `Environmental Response Actions" (as defined in Section 223 below), claims, losses, damages, fines, penalties, expenses, "Environmental Response Costs" (as defined in Section 223 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 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 at, on, in, beneath or from the Site, unless caused by the negligence or willful misconduct of Indemnities. The Developer's 882/015610-0047 'f, �. 0 859215 02 a11/01/07 -21- 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 111.7 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 Site by the Agency or during the Agency's ownership or possession of the Site. 4. [2221 Release and Waiver. Subject to the exceptions set forth in Section 221 above, the Developer hereby releases and waives all rights, causes of action and claims the Developer has or may have in the future against the Indemnities arising out of or in connection with any Hazardous Materials at, on, in, beneath or from the Site. In furtherance of the intentions set forth herein, the Developer acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THIS SETTLEMENT WITH THE DEBTOR." The Developer hereby waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non -statutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Section 222. Developer's Initials: 5. [2231 Definitions. a. As used in this Agreement, the term "Environmental Response Actions" means any and all activities, data compilations, preparation of studies or reports, interaction with environmental regulatory agencies, obligations and undertakings associated with environmental investigations, removal activities, remediation activities or responses to inquiries and notice letters, as may be sought, initiated or required in connection with any local, state or federal governmental or private party claims, including any claims by the Developer. b. As used in this Agreement, the term "Environmental Response Costs" means any and all costs associated with Environmental Response Actions including, without limitation, any and all fines, penalties and damages. 882/015610-0047 �' 0 859215 02 al l/01/07 -22- C. As used in this Agreement, the term "Hazardous Materials" means any substance, material or waste which is (1) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of California law; (2) petroleum; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (7) defined as a "hazardous substance" pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903) or its implementing regulations; (8) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); or (9) determined by a California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property. 6. J 2241 Materiality. The Developer acknowledges and agrees that the defense, indemnification, protection and hold harmless obligations of the Developer for the benefit of the Agency set forth in this Agreement are a material element of the consideration to the Agency for the performance of its obligations under this Agreement, and that the Agency would not have entered this Agreement unless the Developer's obligations were as provided for herein. II1. [3001 DEVELOPMENT OF THE SITE A. [3011 Development of the Site r3021 Scope of Development The Project will be comprised of the construction of an affordable multifamily rental housing complex containing not less than two hundred eighteen (218) apartment dwelling units, and shall include all of the onsite private improvements necessary for the development and all public improvements required pursuant to the conditions of approval issued with the Parcel Map, if City approves the same, or any other Project Entitlement issued by the City, and shall be in accordance with approved plans and permits, all as set forth in this Agreement and in the Scope of Development. Upon close of the Escrow, the Developer shall commence and complete construction of the Project on the Site by the time established therefore in the Schedule of Performance. 2. [3031 Plans Drawings, and Related Documents By the time set forth therefore in the applicable items in the Schedule of Performance, the Developer shall prepare and submit to the City for its approval all plans, drawings, and documents for the Project in conformance with all requirements of the City and which contain the overall plan for development of the Site in sufficient detail to enable the City to evaluate the proposal for conformity to the requirements of the La Quinta Municipal Code and this Agreement. The Site shall be developed as established in this Agreement and the 882/015610-0047 4. 086 859215 02 al 1/01/07 -23- aforementioned documents, except as changes may be mutually agreed upon between the Developer and the Agency; provided that any changes shall be consistent with the material terms of this Agreement. The landscaping and finish grading plans, if any finish grading plans are required by the City, shall be prepared by a professional landscape architect or registered civil engineer who may be the same firm as the Developer's architect or civil engineer. During the preparation of all drawings and plans, staff of the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by, the City. The staff of the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt consideration. 3. f 3041 Review and Approval of Plans, Drawings, and Related Documents The Agency and the City shall have the right to review and approve all plans and drawings which may be required by the City with respect to any permits and entitlements which are required to be obtained to develop the Project, including any changes therein. During each stage of the processing of plans for the Project, the Agency and the City shall have the right to require additional information and shall advise the Developer if any submittal of plans or drawings is not complete or not in accordance with City/Agency procedures. If the Agency or the City determines that such a submittal is not complete or not in accordance with procedures, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance; provided, however, Agency shall provide Developer with a detailed written report of any such deficiency or noncompliance with procedures and Developer shall revise and resubmit such plans in accordance with the Schedule of Performance and such written report. If the Developer desires to make any substantial changes in the construction plans for the Project after the approval thereof by the Agency and the City, the Developer shall submit the proposed changes to the Agency and the City for their approval. If the construction plans, as modified by the proposed change, conform to the requirements of this Section 304 and the Scope of Development, the Agency will approve the proposed change and will endeavor to obtain, at no cost to Agency, the City's approval of the same. 4. [3051 Project Entitlements Prior to, and as one of the Agency's Conditions to Close, as set forth in Section 210, Developer shall (i) prepare a parcel map subdividing the Site to create a new parcel on a portion of the Site that will be dedicated by Developer to the Coachella Valley Water District ("Parcel Map"), (ii) obtain from the City of La Quinta approval for all plans, drawings, and related documents required for the Project, such that immediately after the Close of Escrow for the Site Developer shall be entitled to obtain grading and building permits for the Project; and (iii) obtain from the City of La Quinta all permits and entitlements necessary for the Project as required in this Agreement, by applicable State law, by City code, and all other applicable law, including but not limited to Site Development Permit No. 2006-857, the Dune Palms 882/015610-0047 -24- 4 �• " 859215 02 all/01/07 Neighborhood Specific Plan (the "Specific Plan"), any conditional use permit, any zone change, any variance, any vacation of public rights of way, and any approvals or certifications as required by the California Environmental Quality Act (California Public Resources Code § 21000 et seq.), the approval of which by the City of La Quinta is subject to the City's legislative discretion (all of the foregoing, the "Project Entitlements"). Agency agrees to fully cooperate with, and assist, at no cost to Agency, Developer in its pursuit of Project Entitlements, subject to Agency's exercise of its legislative discretion and without any representation, warranty, or guaranty by Agency that the City will issue, or will issue with conditions, any Project Entitlement. Without limiting the generality of the foregoing, Agency shall review all submittals by Developer in a timely manner and shall provide Developer with all information, in Agency's possession or control, that Developer may reasonably request in writing in connection with the Project Entitlements (or the pursuit thereof). In addition, Agency shall prepare, with funds deposited by Developer, all necessary environmental documents as required by applicable law, including but not limited to the California Environmental Quality Act, for approval or certification, as the case may be, by the City of La Quinta. Notwithstanding anything herein to the contrary, Developer and Agency may determine to process and record the Parcel Map, and to dedicate to the Coachella Valley Water District a portion of the Site, prior to the Close of Escrow. In that event, the parties shall promptly update the legal description of the Site attached hereto and the legal description of the Site attached to all of the attachments to this Agreement to reflect the removal of the portion of the Site that is dedicated to the Coachella Valley Water District. 5. L061 Cost of Development With the exception of the Agency Financial Assistance, all costs for planning, designing, and constructing the Project, including but not limited to all development and building fees, broker's fees and commissions, Site remediation (if any), grading and preparation costs, off -site and on -site construction and improvement costs shall be borne exclusively by the Developer. The Developer shall also bear all costs related to discharging the duties of the Developer set forth in this Agreement. 6. [3071 Construction Schedule The Developer shall commence and complete construction of the Project by the respective times established therefore in the Schedule of Performance. 7. [3081 Indemnity: Insurance Requirements The Developer shall indemnify, defend, and hold harmless the Agency and the City, and their respective officers, officials, employees, agents, and representatives, from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including expert witness fees, attorneys fees, and costs), which may be caused by any of the Developer's activities under this Agreement. Commencing on Original Agreement Execution Date hereof and ending on the expiration date of the Agency Regulatory Agreement, Developer shall procure and maintain, at 882/015610-0047 �• • O 859215.02 a11/01/07 -25- its sole cost and expense, in a form and content satisfactory to the Executive Director, the following policies of insurance: A policy of commercial general liability insurance written on a per occurrence basis in an amount not less than: (A) for death and bodily injury, either (i) a combined single limit of Three Million Dollars ($3,000,000.00) or (ii) Three Million Dollars ($3,000,000) per person and Three Million Dollars ($3,000,000.00) per occurrence, and Three Million Dollars ($3,000,000.00) in the aggregate, and (B) for property damage, Three Million Dollars ($3,000,000.00) per occurrence. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure, and provide legal defense for both the Developer and Agency against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Developer in the course of carrying out the work or services contemplated in this Agreement. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of Three Million Dollars ($3,000,000.00) per person and Three Million Dollars ($3,000,000.00) per occurrence, and property damage liability limits of Three Million Dollars ($3,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) in the aggregate or (ii) combined single limit liability of Three Million Dollars ($3,000,000.00). Said policy shall include coverage for owned, non -owned, leased, and hired cars. With respect to the improvements and any fixtures and furnishings to be owned by Developer on the Site, insurance against fire, extended coverage, vandalism, and malicious mischief, and such other additional perils, hazards, and risks as now are or may be included in the standard "all risk" form in general use in Riverside County, California, with the standard form fire insurance coverage in an amount equal to full actual replacement cost thereof, as the same may change from time to time. The above insurance policy or policies shall include coverage for earthquakes to the extent generally and commercially available at commercially reasonable rates, if such insurance is generally obtained for rental apartment projects of this size and type in the counties of Los Angeles, Orange County, Riverside, and San Bernardino. Agency shall be a loss payee under such policy or policies and such insurance shall contain a replacement cost endorsement. The following additional requirements shall apply to all of the above policies of insurance: All of the above policies of insurance shall be primary insurance and, except the Worker's Compensation insurance, shall name Agency, City, and their respective officers, officials, members, employees, agents, and representatives as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against Agency, City, and their officers, officials, members, employees, agents, and representatives, and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days' prior written notice to Agency and City. In the event any of said policies of insurance are cancelled, the Developer shall, prior to the 882/015610-0047 �. ' 089 859215 02 all/01/07 -26- cancellation date, submit new evidence of insurance in conformance with this Section to the Executive Director. Not later than the Effective Date of this Agreement, Developer shall provide the Executive Director with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders shall be subject to the reasonable approval of the Executive Director. Upon the request of the Executive Director, Developer shall provide Agency with complete copies of each Policy of Insurance required by this Agreement. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies licensed and admitted to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Executive Director due to unique circumstances. Agency may reasonably require coverage increases, provided that the percentage increase in coverage shall not be required to exceed the percentage increase in the CPI. Unless otherwise approved in advance by the Executive Director, the insurance to be provided by Developer may provide for a deductible or self -insured retention of not more than Ten Thousand Dollars ($10,000), with such maximum amount to increase at the same rate as the periodic increases in the minimum amount of total insurance coverage set forth above. Developer agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which Developer may be held responsible for the payment of damages to any persons or property resulting from the Developer's activities or the activities of any person or persons for which the Developer is otherwise responsible. 8. (3091 City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or in connection with any off -site improvement, the Developer shall, subject to Section 201, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agent affected by such construction, development or work. It is understood that the Developer's obligation is to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain building permits; the Agency will, without obligation to incur liability or expense therefore, use its best efforts to expedite issuance of building permits and certificates of occupancy for construction that meet the requirements of the La Quinta Municipal Code. 9. [3101 Rights of Access For purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Project, so long as they comply with all safety rules. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Executive Director of the Agency. 182/015610-0047 _27- 85921502 a 11/01/07 1 J;) The Agency shall hold the Developer harmless from any bodily injury or related damages arising out of the activities of the Agency and the City as referred to in this Section 310. 10. L 11 Local, State and Federal Laws The Developer shall perform under this Agreement and carry out its performance under this Agreement, including without limitation the construction of the Project, in conformity with all applicable federal and state laws and local ordinances, including all applicable federal and state labor and wage standards, as to the Site, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. Nothing herein constitutes a representation or warranty by Agency that the construction of the Project is not subject to California Health and Safety Code Sections 33423 through 33426, or Chapter 1 of Part 7 of the California Labor Code (commencing with Section 1720), and all applicable statutory and regulatory provisions related thereto, and Developer expressly waives any right of reimbursement for any "increased costs" under California Labor Code Section 1781 or otherwise with respect to the Site or the Project. Developer shall indemnify, defend, and hold Agency harmless, including litigation costs and reasonable attorneys' fees, from and against any and all claims pertaining to the payment of wages for the Site or Project. 11. L 21 Anti -Discrimination Pursuant to Section 33435 and 33050 of the California Community Redevelopment Law, the Developer for itself and its successors and assigns, agrees, that in the construction of the Project on the Site or other performance under this Agreement, the Developer shall not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, ancestry, or national origin. 12. [3131 Taxes and Assessments After the conveyance of title by Agency to Developer or its assignee, the Developer shall pay prior to delinquency all real estate taxes and assessments on the Site for any period subsequent to the conveyance of title and possession, so long as the Developer retains any ownership interest therein. The Developer shall remove or have removed any levy or attachment made on the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to any sale or transfer of all or any portions thereof. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance available to the Developer in respect thereto, and nothing herein shall limit the remedies available to the Developer in respect thereto. 13. [3141 Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title by Agency and prior to the completion of construction, and after the Developer has had written notice and has failed after a reasonable time, to challenge, cure, or satisfy any liens or encumbrances on the Site which are not otherwise 882/015610-0047 �• I 091 859215 02 a11/01/07 -28- permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance available to the Developer in respect thereto. 14. 13151 Release of Construction Covenants Upon written request by Developer, and upon satisfactory completion of the Project, as evidenced by City's issuance of a certificate of occupancy (excluding any temporary certificate of occupancy issued by City), Agency shall issue to Developer a Release of Construction Covenants as long as Developer is not in default under this Agreement or any documents related hereto. The Release of Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory completion of construction of the Project. After the date Developer is entitled to issuance of the Release of Construction Covenants, and notwithstanding any other provision of this Agreement to the contrary, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of any such ownership, purchase, lease, or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by the covenants herein that survive the issuance of the Release of Construction Covenants and the covenants set forth in the Agency Regulatory Agreement. The Release of Construction Covenants is not a notice of completion as referred to in California Civil Code Section 3093. If Agency refuses or fails to furnish a Release of Construction Covenants after written request from Developer, Agency shall, within fifteen (15) days after the written request, provide the Developer a written statement of the reasons Agency refused or failed to furnish a Release of Construction Covenants. The statement shall also contain the Agency's opinion of the action Developer must take to obtain a Release of Construction Covenants. If Agency refuses or fails to furnish the Release of Construction Covenants for the reason that specific minor non -life safety items or materials are not available or landscaping or other punch -list items are not complete and the cost thereof is less than two percent (2%) of the Agency Loan amount, as set forth in the Project Budget, Agency shall issue the Release of Construction Covenants upon the posting by Developer with Agency of a cash deposit, bond, or irrevocable letter of credit (in a form acceptable to Agency), at Developer's option, in an amount representing one hundred percent (100%) of the fair value of the work not yet completed. 15. L3161 Limitation on Encumbrances Except as otherwise permitted by this Agreement, including but not limited to clause (d) of Section 109, Developer shall not mortgage the Site or any portion thereof or any interest therein, any other mortgages or conveyances for financing that encumber the Site or any portion thereof, without the prior written approval of the Executive Director, which approval shall not be unreasonably withheld 16. [3171 Holder Not Obligated to Construct Improvements 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 882/015610-0047 A -29- r 092 $59215 02 all/01/07 complete the Project or to guarantee such construction or completion, nor shall any covenant or any other provision in the Grant Deed for the Site, the Agency Regulatory Agreement or the Option Agreement 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 Site to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by the City of La Quinta General Plan, the Specific Plan, and applicable zoning, as the same may be amended from time to time. 17. [3181 Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure 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 construction of the Project, the Agency shall at the same time deliver a copy of such notice or demand to each holder of 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 therefore. 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 Project (beyond the extent necessary to conserve or protect the improvements or construction already made) 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 construction 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 such improvements shall be entitled, upon written request made to the Agency, to a Release of Construction Covenants from the Agency. 18. F3191 Failure of Holder to Complete Improvements In any case where, sixty (60) days after an uncured default by the Developer in completion of construction under this Agreement, the holder of any mortgage, deed of trust or other security interest creating a lien or encumbrance upon the Site has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, the Agency may purchase the mortgage, deed of trust or other security interest by payment to the holder of the amount of the unpaid debt, plus any accrued and unpaid interest. If the ownership of the Site has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance of the Site from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: 093 882/015610-0047 859215.02 al 1/01/07 -30- 1. The unpaid mortgage, deed of trust or other security interest debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); 2. All expenses with respect to foreclosure, including reasonable attorneys' fees and trustee's fees; 3. The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof; 4. The costs of any authorized improvements made by such holder; and 5. An amount equivalent to the interest that would have accrued on the aggregate of the amounts in Subparagraphs 1-4 had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by the Agency. 19. [3201 Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default In the event of a default or breach by the Developer of a mortgage, deed of trust or other security interest with respect to the Site prior to the completion of the Project, and the holder has not exercised its option to complete the construction, the Agency may cure the default prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to mortgages, deeds of trust or other security interests executed for the sole purpose of obtaining funds to purchase and develop the Site as authorized herein. 20. [3211 Coachella Valley Water District Issues Developer has designed the Project so that storm water drains from the Site to the Coachella Valley Water District ("CVWD") La Quinta Evacuation Channel ("Channel") through an off -site storm drain pipe running parallel and approximately 36 feet west of the Dune Palms Road centerline, and two additional pipes running parallel and approximately 18 feet north of the Avenue 48 centerline. This off -site storm drain system outlets into the Channel approximately 500 feet east of the Project on the north side of Avenue 48. As a condition to allowing Developer to discharge into the Channel, CVWD will require the City to certify that Developer and the Project are in compliance with the Best Management Practices to mitigate water qualify impacts as specified in Supplement A to the Riverside County Drainage Area Management Plans ("Supplement A"), and may further require indemnification from Developer, the City, and/or the Agency relating to the discharge from the Site into the Channel. Developer agrees to comply with the Best Management Practices contained in Supplement A. Developer further agrees to defend, indemnify, and hold the City, the Agency, and their respective officials, members, employees, agents, and representatives (collectively, the "Indemnified Parties") harmless from any and all claims, fines or liabilities ("Channel Claims") that arise from Developer's 882/015610-0047 0 9 859215 02 al1/01/07 -31- compliance with the Best Management Practices contained in Supplement A, and from Developer's discharges into the Channel, including, but not limited to, any Channel Claims relating to pollutants, contaminants, toxins, pathogens, or other similar type substances from the Site. Developer further agrees to defend, indemnify, and hold the Indemnified Parties harmless from: (1) Channel Claims arising from any aspect of the Project's urban runoff system or from Developer's compliance with the Best Management Practices in Supplement A; and (2) Channel Claims by CVWD against any or all of the Indemnified Parties, whether in the form of assertion of indemnification rights or direct claims, arising in any way from the discharges from the Site into the Channel or the Project's urban runoff system. Developer has requested that in advance of the Closing, as an accommodation to Developer, that the Agency proceed to execute and submit to CVWD a Bill of Sale, a Petition for Annexation of Certain Land into Improvement District, and a Domestic Water and/or Sanitation System Installation Agreement (collectively, the "CVWD Water/Sewer Agreement"), and to grant CVWD certain easements in connection with water and sewer facilities in order to accommodate the development of the water and sewer facilities for the Project. The Agency has agreed to execute the CVWD Water/Sewer Agreement and execute the related necessary documents as the current owner of the Property, based upon the Developer's agreement that it will assume all of the Agency's obligations under the Water/Sewer Agreement, and become the "Subdivider" as that term is defined in the CVWD Water/Sewer Agreement. Developer and Agency agree that upon the Closing, Agency shall have no obligations or responsibilities under the Water/Sewer Agreement, and all obligations and responsibilities under the Water/Sewer Agreement shall be solely the responsibility of Developer. Developer shall defend, indemnify, and hold the Indemnified Parties harmless from any costs, claims, or liabilities ("CVWD Water/Sewer Agreement Claims") arising in any way from the Water/Sewer Agreement. Upon Closing, Developer agrees to execute an assignment and assumption agreement in the form approved by CVWD to formally release the Agency from any obligations of the Water/Sewer Agreement or its implementation. In the event that any of the Indemnified Parties are made a party to any action, lawsuit, or other adversarial proceeding in any way involving any Channel Claims and/or CVWD Water/Sewer Agreement Claims, Developer shall provide a defense to the Indemnified Parties, or at the option of the Indemnified Parties, the Indemnified Parties may select their own defense counsel (subject to the reasonable approval of Developer) and Developer shall reimburse the Indemnified Parties on an ongoing monthly basis their costs of defense for the counsel of their choice, including attorneys' fees, incurred in defense of such Claims. hi this regard, the Developer hereby grants its approval as to the law firm that serves as the contract City Attorney for the City. In addition Developer shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified Parties relating to the Claims. IV. [4001 USE OF THE SITE A. [4011 Affordable Housing Developer hereby covenants and agrees, for itself and its successors and assigns, to use and maintain the Site during the tern of the Agency Regulatory Agreement only as a rental apartment housing project with two hundred eighteen (218) apartment dwelling units (the 882/015610-0047 J5 859215 02 a11/01/07 -32- 0 9 9 "Units"), with each such Unit other than the two (2) Management Units to be rented to and occupied by Eligible Tenants at an Affordable Rent, all as more fully described in the Agency Regulatory Agreement. The Management Units shall be rented to and occupied by Moderate Income Households at a rent that is affordable to such households, as determined pursuant to Health and Safety Code Section 50093. B. r4021 Uses In Accordance with Redevelopment Plan: Nondiscrimination The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Developer and such successors and assignees, shall devote the Site to the uses specified in the Redevelopment Plan, the Grant Deed, the Agency Regulatory Agreement, the Option Agreement, and this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or though it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. 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 his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or though 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." 2. 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 or any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises 859215 02a11/oVo7 -33- 0 9 S 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." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee 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 of the premises." The covenants established in this Agreement and the deeds of conveyance for the Site shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site, together with any property acquired by the Developer pursuant to this Agreement, or any partthereof. The covenants against racial discrimination shall remain in effect in perpetuity. C. [4031 Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if this Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other property proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. D. F4041 Maintenance of the Site The Developer shall maintain the Project on the Site in conformity with the La Quinta Municipal Code and the requirements of the Agency Regulatory Agreement, and shall keep the Site free from any graffiti and from any accumulation of debris or waste materials. The Developer shall also maintain the landscaping required to be planted under the Scope of Development in a healthy and attractive condition. If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the Agency or the City may enter the Site or applicable portion thereof to perform the necessary maintenance thereon and Developer shall pay such costs as are reasonably incurred for such maintenance plus a fifteen percent (15%) administrative fee. This covenant shall run with the land and shall remain in effect for the term of the Redevelopment Plan. 882/015610-0047 A. • 097 859215 02 a11/01/07 -34- V. [5001 DEFAULTS AND REMEDIES A. [5011 Defaults --General Subject to the extensions of time set forth in Section 603, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. If either party defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein), the non - defaulting party shall be entitled to pursue whatever remedies to which such party is entitled under this Agreement. B. [5021 Legal Actions [5031 Specific Performance The non -defaulting party, upon expiration of applicable notice and cure periods, shall be permitted, but not obligated, to commence an action for specific performance of the terms of this Agreement, or to cure, correct or remedy any default hereunder or to obtain any other legal or equitable remedy consistent with the purpose 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 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 of any kind from Agency, except for damages for out-of-pocket losses resulting 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. 2. [5041 Institution of Legal Actions; Attorney's Fees Any legal actions must be instituted in the Superior Court of the County of Riverside, State of California, or in the Federal District Court in the Central District of California. 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. L051 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this .Agreement. 4. [5061 Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. 112/015610-0047 0 9 159215 02 al 1/01/07 -35- In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon any officer or director of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. f 5071 Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. f 5081 Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [5091 Termination 1. [5101 Termination by the Developer In the event that prior to the Close of Escrow: a. Agency is in material default of this Agreement, and any such failure is not cured within thirty (30) days, or for those defaults which cannot reasonably be cured within thirty (30) days, commenced to be cured within said thirty (30) day period and thereafter diligently prosecuted to completion, after written demand by the Developer; or b. the Agency fails to satisfy any or all of Developer's Conditions to Close by the time established therefore in the Schedule of Performance; then, at the option of the Developer, upon written notice thereof to the Agency, all provisions of this Agreement shall terminate and be of no further force and effect; thereafter, neither the Agency nor the Developer shall have any further rights against or liability to the other with respect to this Agreement. 2. Ll 11 Termination by the Agency In the event that prior to the Close of the Escrow: a. The Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement; or b. There is a change in the ownership of the Developer contrary to the provisions of Section 109 hereof; or 882/015610-0047 1 V 859215 02 al l/01/07 -36- C. The Developer does not submit certificates of insurance, Evidence of Financing, construction plans, or drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefore, or is otherwise in material default hereof, and such default or failure is not be cured within thirty (30) days, or for those defaults which cannot reasonably be cured within thirty (30) days, commenced to be cured within said thirty (30) day period and thereafter diligently prosecuted to completion, after the date of written demand therefore by the Agency; or d. The Developer fails to satisfy any or all of Agency's Conditions to Close by the time established therefore in the Schedule of Performance; then, at the option of the Agency, upon such written notice thereof to the Developer as may be set forth above, this Agreement shall be terminated, and thereafter neither party shall have any further rights or liability against the other under this Agreement. F. f 5121 Option Agreement In addition to any rights and remedies available to Agency hereunder, Agency shall be entitled, in its sole and absolute discretion, to repurchase the Site, or a portion thereof, with all of the improvements thereon, from Developer in the event that, (i) Developer fails to commence construction of the Project ("Repurchase Option I"), (ii) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project ("Repurchase Option II") within certain specified timeframes, or (iii) Developer transfers or suffers an involuntary transfer of the Site in violation of the terms hereof ("Repurchase Option III"). Said repurchase rights shall be as set forth in an option agreement to be recorded against the Site at the Closing, substantially in the form attached hereto and incorporated herein as Attachment No. 8 ("Option Agreement"). G. [5131 Agency's Option to Acquire Plans If this Agreement is terminated for any reason other than as a result of an Agency default, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 513 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. e82ioise10-0047 _37_ ' 1 100 859215.02 all/01/07 VI. [6001 GENERAL PROVISIONS A. [6011 Notices Demands and Communications Between Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same - day or overnight messenger service that provides a receipt showing date and time of delivery, or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer at the addresses specified in Section 106 and 107, respectively. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 601. Any written notice, demand, or communication shall be deemed received immediately if delivered by hand or delivered by messenger in accordance with the preceding paragraph, and shall be deemed received on the third (3rd) day from the date it is postmarked if delivered by registered or certified mail in accordance with the preceding paragraph. B. (6021 Conflicts of Interest No member, officer, official, or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. C. [6031 Enforced Delay: Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor; subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City of La Quinta, or the Agency, or any other public or governmental agency or entity (except that the acts or failures to act of the Agency shall not excuse performance by the Agency); or any other causes beyond the control or without the default of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days after the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. The Agency Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. 862/015610-0047 0. 101 859215 02 all /01 /07 -3 g- 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 Site, or because of economic or market conditions. D. f 6041 Non -Liability of Officials and Employees of the Agency No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. E. 6051 interpretation• Entire Agreement Waivers; Attachments The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. Except as otherwise expressly provided, in any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. The exhibits and attachments to this Agreement are incorporated herein and made a part hereof. F. [606] Time of Essence Time is of the essence in the performance of this Agreement. G. [6071 No Brokers Agency and Developer each represent and warrant to the other that it has not retained any real estate broker, agent, or finder in connection with this Agreement or the disposition or conveyance of the Site as set forth herein, and each shall indemnify, defend, and hold harmless the other from and against any claim or lawsuit (including attorneys fees) for the payment of any real estate commission or finder's or broker's fees arising out of this Agreement to the extent caused by the acts or omissions of the Agency or Developer as the case may be. H. f 6081 Maintenance of Books and Records Developer shall prepare and maintain all books, records, and reports necessary to substantiate Developer's compliance with the terms of this Agreement. 882/015610-0047 859215.02 at 1/01/07 -39- I. 609 Right to Inspect Agency shall have the right, upon not less than twenty-four (24) hours' notice, at all reasonable times during business hours, to inspect the books and records of the Developer pertinent to the purposes of this Agreement. Said right of inspection shall not extend to documents privileged under attorney -client or other such privileges. J. [6101 Binding Effect of Agreement This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their legal representatives, successors, and assigns. This Agreement shall likewise be binding upon and obligate the Site and the successors in interest, owner or owners thereof, and all of the tenants, lessees, sublessees, and occupants of such Site. K. 46111 Severability Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. L. [6121 Counterparts This Agreement may be executed in counterparts, each of which, when this Agreement shall have been signed by all the parties hereto, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. M. [613] Amendments to this Agreement The Developer and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by either of the Parties hereto, the TCAC, the funding sources of the Additional Developer Funding, 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 or substantially increase the cost or risk of this Agreement to the Agency. 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 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. [end — signature page and attachments follow] 859215 02awo im -40- 1011 IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic Bv: Dated: 2007 Its: Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation Dated: , 2007 By: -- Its: By: Dated 12007 Its: 104 '82/015610-0047 -41- 859215.02 a11/01/07 ATTACHMENT NO. 1 SITE MAP [SEE FOLLOWING PAGE] 882/015610-0047 , 859215 02 a11/01/07 ATTACHMENT NO. 1 ' 1-0-5 L0/10/IIU ZO'51Z658 L400'019510/Z88 ll 591 HE ATTACHMENT NO. 2 LEGAL DESCRIPTION All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 4 OF PARCEL MAP NO. 33588, RECORDED ON AUGUST 18TH, 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. ATTACHMENT NO. 3 ' 101 s82/015610-0047 Page 1 of 3 859215 02 ell/O Va07 g ATTACHMENT NO.3 SCOPE OF DEVELOPMENT I. GENERAL SUMMARY This document outlines the general requirements for Site improvements. Specific details shall be addressed in the Specific Plan and construction plans that will be prepared for this development. II. DEVELOPMENT CONCEPT The Site shall be improved by the Developer in accordance with the provisions of this Agreement, subject to all applicable codes, ordinances, and statutes including requirements and procedures set forth in the La Quinta Municipal Code, and the Redevelopment Plan regulations adopted in conjunction with or subsequent to execution of this Agreement. III. ON -SITE DEVELOPMENT AND IMPROVEMENTS Developer shall prepare such plans, reports, and studies, and obtain such permits and approvals as required, including as applicable grading plans, for construction of the project. Plans shall be prepared by a licensed civil engineer in good standing and subject to the approval of the Director of Public Works. Developer shall grant and permit all necessary and appropriate utility easements and rights for the development of the Site, including but not limited to sanitary sewers, storm drains, water, electrical power, telecommunications, natural gas, cable television, etc. IV. LANDSCAPING Developer shall be responsible to fully landscape the Project in accordance with a landscape plan approved by the City. V. PUBLIC IMPROVEMENTS Developer shall be responsible for the construction of those public improvements that may be identified as part of preparing and processing a specific plan for the project. This shall include developing the well site proposed for the northwest comer of the Site in accordance with the requirements set forth by the Coachella Valley Water District (CVWD). With respect thereto, Developer shall be responsible for obtaining and delivering to the City such bonds or other improvement security as City may require in accordance with applicable law, including but not limited to payment and performance bonds. ATTACHMENT NO. 3 882/015610-0047 Page 1 Of 4 859215.02 all/01/07 g VI. DEVELOPMENT STANDARDS All development on the Site shall conform with the development standards adopted as part of the specific plan that will be prepared and processed after this Agreement is executed. A. General Project Design All structures on the Site shall be designed and constructed to be consistent with the conceptual drawings prepared as part of the development proposal submitted by the Developer. B. Dwelling Unit Design The dwelling Units shall range in size from a minimum of 549 square feet to a maximum of 1272 square feet and include at least 33 distinct floor plans. There shall be a mix of 22 one - bedroom, 68 two -bedroom, 104 three -bedroom and 24 four -bedroom Units. Developer shall be permitted to adjust floor plans and square footages of individual Units in accordance with applicable City codes, regulations, and procedures. C. Development Process The Developer and its representatives, including its architect and engineer, shall work with the Agency and City staff to develop and execute the architectural concept, architectural drawings, Site plan, specific plan, tentative tract map, precise plan, grading plan, off -Site improvement plans, landscaping plans and related plans consistent with the conditions of approval adopted by the City and Agency and the applicable regulations contained in the La Quinta Municipal Code. VII. PROJECT DESCRIPTION The project consists of 218 apartment units contained in 22 buildings. Buildings are of one- two- and three-story design. The unit mix and sizes are as follows: Square Footage 35% Income Range 40% 50% Moderate Total Units Percent Total 1 bedroom 750-810 5 5 14 24 11.01 % 2 bedroom 900-1037 12 13 37 62 28.44% 3 bedroom 1050-1370 21 22 65 108 49.54% 4 bedroom 1350-1550 4 5 13 22 10.09% Manager 1050-1370 2 (3bd) 2 0.92% Total 42 45 129 2 218 100.00% ATTACHMENT NO. 3 '• t 1 Q 182/015610-0047 Page 2 Of 4 859215.02 all/01 /07 Parking is provided at a ratio of 2.10 spaces per unit, or a total of 457 for the complex. Of these, 326 spaces are covered. Parking is located in garages, car ports, surface parking spaces, and a below grade parking structure located beneath the three story buildings at the center of the project. A primary loop drive provides access to all secondary driveways and parking areas. Project architecture has a Mission Revival design. Building walls will have an off-white hand -troweled stucco finish, with terra cotta, ochre, and blue-green accents. Roofs will be gabled and made of red clay "S" tiles, with pitches at 3.5:12. Recessed building entries and architectural pop -outs for windows with gables are prevalent on all buildings. All windows and sliding glass doors for the apartments are multi -pane. Many buildings are positioned around courtyards, and a network of pedestrian paths provide for internal circulation. Amenities on the site include a community building, a basketball half -court, and a pool. A curvilinear wall will be constructed along Avenue 48 and Dune Palms Road with an average setback of 20 feet. Landscaping along the setback and within the project area will incorporate drought -tolerant planting types. Some turf areas will be provided within the neighborhood for recreational uses. VIII. BEST MANAGEMENT PRACTICES REQUIREMENTS In order to comply with requirements of the Coachella Valley Water District, as set forth in Supplement A to the Riverside County Drainage Area Management Plans (April 1996), Developer shall design and construct the Project in accordance with the following Best Management Practices (`BMPs"), each of which shall be implemented in order to satisfy the condition indicated: A. Non-structural BMP's (Measures to be provided by Developer through Management Entity:) Nl . Education for Tenants and Occupants N2. Activity Restrictions N3. Common Area Landscape Management N4. Common Area Catch Basin Inspection N5. Common Area Litter Control N6. Street Sweeping Private Streets and Parking Lots N8. Spill Contingency Plan (for Maintenance Vehicles/Equipment.) N13. Employee Training/Education Program N14. BMP Maintenance B. Structural BMP's (Measures to be provided by Developer through project design and construction:) basins) S 1. Control of Impervious Runoff (includes vegetated swales and retention S2. Common Area Efficient Irrigation S3. Common Area Runoff -minimizing Landscape Design ATTACHMENT NO. 3 8Page 3 of 4 85921 5610-0047 9215 W a11/01/07 g S6. Trash Container (dumpster) Areas ST Self contained Areas for Landscape Equipment or Security Vehicle Maintenance/Repair (potential use of golf carts for maintenance workers) S8. Outdoor Storage (oils, fuels, solvents, landscape chemicals) S 11. Energy Dissipators (installed at outlets of new storm drains) S12. Catch Basin Stenciling ("No Dumping — Only Rain in the Drain") S14. Onsite Inlet Trash Racks C. Special Structural BMP's: SP1. Water Quality Inlets (to be used in S7 if included in project design). Notwithstanding anything in the Agreement to the contrary, neither Agency nor the City of La Quinta shall have any responsibility for any of the BMPs listed above. ATTACHMENT NO. 3 859215 02al I/01/07 tt 1 aooa Page 4 of 4 59215 ATTACHMENT NO.4 SCHEDULE OF PERFORMANCE ACTIVITY TIME FRAME 1. Agency approves this Agreement. November 6, 2007. 2. Agency and Developer execute Within fourteen (14) business days of Agreement and open Escrow. (Section approval of Agreement by Agency. 207) 3. Developer provides evidence of insurance Within ten (10) days after approval of to Agency. (Section 210) Agreement by Agency. 4. Agency approves or disapproves Within fifteen (15) days after submittal. Developer's evidence of insurance. (Section 210) 5. Developer executes and delivers to Concurrently with the execution of this Agency Agency Note and Assignment of Agreement. Plans (Section 210) 6. Developer submits Evidence of Financing Within sixty (60) days prior to close of to Agency. (Section 205) escrow. 7. Agency approves or disapproves Within fifteen (15) days after submittal. Developer's Evidence of Financing. (Section 205) 8. Developer submits initial set of Within seventy-five (75) days after approval documents to City as necessary to prepare of Agreement by Agency (for initial and process Specific Plan, Parcel Map and submittal). site development plan for the Project and thereafter diligently takes all necessary actions to obtain City approval of the same. (Section 30 ) 9. Developer prepares and submits to City On or before December 1, 2007. final parcel map, grading plans, site improvement plan and public works off - site improvements plans for the Project and thereafter diligently takes all necessary actions to obtain City approval of the same. (Section 305) 10. Developer processes through the City and On or before December 1, 2007. ATTACHMENT NO. 4 882/015610-0047 i 859215.02 a 11/01/07 Page 1 of 3 ��-•U 1. 2 ACTIVITY TIME FRAME obtains all of the remaining Project Entitlements, including approval of building plans for the Project. (Section 305) 11. Developer executes and delivers to Within ten (10) days prior to Close of Agency or Escrow Agent Grant Deed, Escrow. Agency Regulatory Agreement, Option Agreement, Agency Deed of Trust and Memorandum. (Section 210) 12. Agency executes and delivers to Escrow Within ten (10) days prior to Close of Agency Grant Deed, Agency Regulatory Escrow. Agreement, Option Agreement, Agency Deed of Trust and Memorandum. (Section 211) 13. Agency and Developer close Escrow on Within ten (10) business days after the City Agency's transfer of title to Site to approves the Project Entitlements, but in no Developer. (Section 208) event later than April 5, 2008, and provided that Developer has satisfied all of the Agency's Conditions to Close. 14. Developer obtains building permits and Within sixty (60) days after close of Escrow. commences construction of the Project. (Section 307) 15. Developer obtains Agency Executive Within ninety (90) days prior to issuance of Director's approval of Property Manager certificate of occupancy by City. (Agency Regulatory Agreement, Sections 5) 16. Developer or Property Manager submits Within ninety (90) days prior to issuance of for Executive Director's review and certificate of occupancy by City. approval, a marketing and management plan for the Project. (Agency Regulatory A reement, Sections 5.1, 5.2) 17. Developer sets aside Operating Reserve Within thirty (30) days prior to close of and provides evidence thereof to Agency permanent loan. Executive Director. (Agency Regulatory Agreement, Section 5.5) 19. Developer completes construction of the Within thirty (30) months after Developer Project, obtains a certificate of occupancy commences construction. 882/015610-0047 k , 113 85921502 a 11/01/07 3 of 3 ACTIVITY TIME FRAME from the City (if applicable), and requests Agency issuance of the Release of Construction Covenants. (Section 315) 20. Agency issues a Release of Construction Within ten (10) business days after Agency Covenants for the improvements or receipt of written request from Developer for provides Developer with a written Release of Construction Covenants pursuant explanation why a Release of to Section 315 of the Agreement. Construction Covenants shall not be issued. (Section 315) 21. Developer submits to Agency an On or before August 1 of each year accounting of the Capital Replacement subsequent to completion of construction of Reserve. (Agency Regulatory Agreement, the Project. Section 5.6) 22. Developer submits annual report pursuant Not later than the September 1 following the to Health and Safety Code Section 33418 June 30 end of each fiscal year for term of the to Agency. (Agency Regulatory Declaration. Agreement, Section 3.7) 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. 882/015610-W47 859215 02 al1/01/07 3 of 3 ATTACHMENT NO. 5 GRANT DEED [SEE FOLLOWING PAGES] 882/015610-0047 1 1 85921502 a11/0vm ATTACHMENT NO. 5 L i RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Coachella Valley Housing Coalition 45-701 Monroe Street, Suite G, Plaza 1 Indio, CA 92201 LIM In accordance with Section 11932 of the California Revenue and Taxation Code, Grantor has declared the amount of the transfer tax which is due by a separate statement which is not being recorded with this Grant Deed. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) (the "Grantor"), hereby grants to COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation ("Grantee"), that certain real property ("Property") located in the City of La Quinta, County of Riverside, State of California, described in the legal description attached hereto as Exhibit "A" and incorporated herein by this reference, subject to all matters of record, and is further subject to the following: A. Reservation of Subsurface Rights. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances, and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through, and across, and to use and occupy all parts of the Property lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances, or minerals from the Property or other lands, but without, however, any right to use the surface of the Property or any portion of the Property within five hundred (500) feet below the surface of the Property for such exploration. B. Convevance in Accordance With Redevelopment Plan. The Property is conveyed in accordance with and subject to the Redevelopment Plan for Project Area No. 2 ("Redevelopment Plan"), a copy of which is on file with the City Clerk of the City of La Quinta, California. All uses on the Property shall conform to the uses permitted by the Redevelopment Plan. The foregoing shall remain in effect until the expiration of the Redevelopment Plan. C. Nondiscrimination. Grantee, on behalf of itself and its successors and assigns to all or any portion of the Property, covenants and agrees as follows: 0-0047 ATTACHMENT NO. 5 116 8592156 a11/01 asvvs oz auiovo7 Page 1 of 6 '-1i 1. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, or rental or in the use, occupancy, or enjoyment of the Property, nor shall the grantee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property or any portion thereof, The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 2. The grantee shall refrain from restricting the rental, sale, or lease of any portion of the Property, or contracts relating to the Property, on the basis of race, color, creed, religion, sex, marital status, age, ancestry, or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. In deeds: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this lease is made and accepted upon and subject to the following conditions: `That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee 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, sublessees, subtenants, or vendees in the land herein leased."' C. In contracts pertaining to the realty: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of land." The foregoing nondiscrimination covenants shall remain in effect in perpetuity. D. Covenants Run With The Land. All covenants contained in this Grant Deed shall be covenants running with the land. ATTACHMENT NO. 5 882/015610-0047 1 859215.02 a 11/01/07 Page 2 of 6 �.� y E. Covenants for Benefit of Grantor. All covenants set forth in this Grant Deed, without regard to technical classification or designation, shall be binding for the benefit of the Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor, 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 equity or other property proceedings to enforce the curing of such breach. ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel "Grantor" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Executive Director "Grantee" COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation Lo l�FTR�. Its: 82/015670-0047 ATTACHMENT NO. 5 1 8 85921502 a 11/01/07 Page 3 Of6 STATE OF CALIFORNIA COUNTY OF On a Notary Public, personally appeared ss before me, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. [SEAL] STATE OF CALIFORNIA COUNTY OF On _ a Notary Public, personally appeared Notary Public ss before me, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. [SEAL] Notary Public ATTACHMENT NO. 5 119 882/015610-0047 �. 85921502 al 1/01/07 Page 4 of 6 STATE OF CALIFORNIA COUNTY OF On _ a Notary Public, personally appeared ss before me, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/01 Sfi 10-0047 ATTACHMENT NO. 5 120 859215.02 au/01/07 Page 5 of 6 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The land referred to is situated in the State of California, County of Riverside, City of La Quinta and is described as follows: PARCEL 4 OF PARCEL MAP NO. 33588, RECORDED ON AUGUST 18TH, 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. 882/015610-0047 ATTACHMENT NO. 5 859215.02 a] 1/01/07 Page 6 of 6 ATTACHMENT NO. 6 PROMISSORY NOTE [See following document] i 22 1 882/015610-0047 •1 859215.02 al1/01/07 ATTACHMENT NO. 6 PROMISSORY NOTE $30,147,938 ("Loan Amount") August 9, 2007 ("Note Date") La Quinta, California FOR VALUE RECEIVED, COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation (herein, the "Maker") hereby promises to pay to the order of the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Holder" or "Agency"), at a place designated by Holder, the principal sum of THIRTY MILLION ONE HUNDRED FORTY-SEVEN THOUSAND NINE HUNDRED THIRTY- EIGHT DOLLARS ($30,147,938) ("Note Amount"), or such lesser amount which shall from time to time be owing hereunder pursuant to the terms hereof. The principal sum hereof shall be disbursed pursuant to the terms and conditions set forth herein and in that certain Second Amended and Restated Affordable Housing Agreement by and among Maker and Holder, dated , 2007 ("AHA"), pertaining to Maker's development and subsequent operation on certain real property defined in the AHA as the "Site" of a multifamily rental affordable housing development. Reference is also made to the following additional agreements and documents, of even date herewith, involving Maker and Holder and/or pertaining to the Site: (i) Deed of "Trust with Assignment of Rents that shall be executed and dated by Maker for the benefit of Holder, concurrently upon Maker's acquisition of the Property and recorded immediately thereafter in the Office of the Riverside County Recorder ("Agency Deed of Trust"). The Agency Deed of Trust shall, upon its recordation, secure repayment of this Note and performance under the AHA and Agency Regulatory Agreement. (ii) Regulatory Agreement and Declaration of Covenants and Restrictions, by and between Maker and Holder, for the benefit of Holder, and recorded in the Office of the Riverside County Recorder concurrently with the recordation of the Agency Deed of Trust ("Agency Regulatory Agreement"). The AHA, Agency Deed of Trust, and Agency Regulatory Agreement are referred to herein collectively as the "Agency Agreements." The Agency Agreements are incorporated herein as though fully set forth. Except as otherwise provided herein, the defined terms used in this Note shall have the same meaning as set forth in the AHA. 1. Prose of Loan. The loan evidenced by this Note is a loan for the purpose of assisting Maker with Maker's costs for constructing the Project on the Site in accordance with the AHA. 2. Principal Amount. The principal amount of this loan shall be THIRTY MILLION ONE HUNDRED FORTY-SEVEN THOUSAND NINE HUNDRED THIRTY-EIGHT DOLLARS ($30,147,938) ("Loan Amount"). No interest shall accrue on the outstanding principal amount. ATTACHMENT NO. 6 12 882/015610-0047 85921502 al /01/07 Page 1 of 13 3. Disbursement of Loan Proceeds. 3.1 The Agency Loan proceeds (the "Loan Proceeds") shall be used for costs incurred by Borrower to design, plan, and construct the Project, as set forth in the Project Budget ("Eligible Development Costs"). Upon satisfaction of the conditions precedent to disbursement of the Agency Loan as set forth in Section 3.2., the Loan Proceeds shall be disbursed to Maker not later than the fifteen (15) working days after receipt by the Executive Director or his or her designee of a written disbursement request from the Maker (each, a "Disbursement Request"). The Disbursement Request shall set forth the amount of the requested disbursement of Loan Proceeds and shall certify that (a) all conditions precedent to disbursement of the requested portion of the Loan Proceeds set forth in Section 3.2 have been and remain satisfied and (b) no Event of Default has occurred and is continuing under the Agency Agreements. The Holder shall use commercially reasonable efforts to wire transfer such disbursements when requested by Maker. Notwithstanding anything herein to the contrary, a portion of the Loan Proceeds, in the amount of One Million Two Hundred Sixteen Thousand Four Hundred Dollars ($1,216,400) may only be disbursed to Maker to reimburse Maker for costs Maker incurs that will assist the Project in obtaining a Silver certification by Leadership in Energy and Environmental Design. All disbursements of Loan Proceeds shall be recorded by the Executive Director or his or her designee and acknowledged by the Maker on Exhibit "A" to this Note. 3.2 Holder shall disburse Loan Proceeds for Eligible Development Costs to or on behalf of Maker only upon satisfaction of the conditions precedent set forth in this Section 3.2 below: (A) Maker shall have acquired fee title to the Property; (B) The Title Company shall have provided to Holder the Agency Title Policy for the Property with only those exceptions pre -approved in the Agreement and such additional exceptions, if any, as may be approved by the Holder's Executive Director in his/her sole and absolute discretion; (C) Maker shall have timely submitted to the Executive Director of Holder and obtained approval from same, of Maker's evidence of insurance; (D) Maker shall have signed the Agency Regulatory Agreement and Agency Deed of Trust and both of such documents shall have been recorded against the property at the Closing; (E) Maker shall have signed this Note and delivered same to Holder; (F) Maker shall not be in default of its obligations under the Agreement, this Note, or under the Agency Regulatory Agreement; and (G) Maker shall have obtained all of the Project Entitlements. ATTACHMENT NO. 6 1 Z "1 882/015610-0047 85921502 a] 1/01/07 Page 2 of 13 Notwithstanding any of the foregoing, Maker shall be entitled to disbursements of the Loan Proceeds for Eligible Development Costs that involve planning and design activities or site work (including, without limitation, grading) in a cumulative amount not to exceed Nine Million Nine Hundred Eighty -Six Thousand Seven Hundred Sixty -Five Dollars ($9,986,765) prior to the time Maker satisfies the requirements set forth in paragraphs (A), (B), (C), (D), and (G) above. 3.2 The Loan Proceeds shall be disbursed on a line -item by line -item basis in accordance with the Project Budget attached as Attachment No. 12 to the Agreement, and subject to the conditions set forth in Section 3.2. In no event shall Holder have any obligation to disburse for any item an amount that exceeds the amount allocated to such item in the Project Budget by more than five percent (5%), unless approved by the Executive Director. Disbursement shall be made only upon Developer's written request in the form attached hereto as Exhibit "A" (a "Disbursement Request") showing all costs that Developer intends to fund with such disbursement, itemized in such detail as the Executive Director may reasonably require, accompanied in each case by (a) invoices, statements, receipts and other documents evidencing the total amount expended, waived or due for any Disbursement Request, (b) mechanics lien waivers including: (i) a Conditional Waiver and Release Upon Progress Payment (California Civil Code Section 3252(d)(1)) for itself and each contractor covered by such Request Payment, (ii) an Unconditional Waiver and Release Upon Progress Payment (California Civil Code Section 3262(d)(2) for itself and each of its contractors covering the full amount of all previous payments made to Maker, and (iii) an Unconditional Waiver and Release Upon Final Payment (California Civil Code Section 3262(d)(4)) for its contractors who have completed their work and for whom Maker has received full payment, and (c) all other documents and information reasonably required by the Executive Director. Each Disbursement Request shall constitute a representation and warranty by the Maker that all work encompassed by the Disbursement Request has been accomplished in accordance with City standards for such work and sound construction practices, and that the Maker is in compliance with all of the provisions of this Note, the Agreement and the Agency Regulatory Agreement. Holder agrees to fund each Disbursement Request within fifteen (15) Business Days after receipt of the Disbursement Request in completed form with all required supporting documentation. Notwithstanding the foregoing, Holder may, at the discretion of the Executive Director, make disbursements from time to time, in the absence of a Disbursement Request, to make payments reasonably deemed advisable by the Executive Director to protect Holder's interest. 3.4 Holder may make any disbursement by check payable to Developer; on a voucher basis; or by check payable jointly to Developer and any contractor, subcontractor or other claimant; or by any other means reasonably selected by the Executive Director. 882/015610.0047 �_ ATTACHMENT NO. 6 L 1215 859215.02 aui0vw Page 3 of 13 3.5 Subject to the provisions of Section 4 herein, which provide for acceleration of the then outstanding principal and immediate payment thereof in the event of a default by Maker, this Note shall be automatically cancelled, as evidenced by Holder's return to Maker of the original of this Note marked "cancelled," and the Agency Deed of Trust shall be reconveyed, on the fifth anniversary of the date the Holder issues a Release of Construction Covenants for the Project. In the event of such cancellation, any outstanding amounts due under this Note shall automatically be forgiven. 4. Default; Acceleration; Cross -Default. In the event: 4.1 Maker is in material default of any of the covenants, terms, or provisions of this Note or of any of the Agency Agreements and Maker fails to timely cure such default under the terms of the applicable agreement, it being understood and agreed by Maker that a default of this Note or of any of the Agency Agreements (beyond any applicable cure period) shall be a default of all of the foregoing listed documents; then Maker shall be in default of this Note, and all portions of the Loan Amount that have been disbursed to Maker shall become immediately due and payable. 5. Collection Costs; Attorneys' Fees. If, because of any event of default under this Note or any of the Agency Agreements, any attorney is engaged by Holder to enforce or defend any provision of this instrument, whether or not suit is filed hereon, then Maker shall pay upon demand reasonable attorneys' fees, expert witness fees and all costs so incurred by Holder, as if such fees and costs had been added to the principal owing hereunder. The Agency Loan and this Note shall constitute a nonrecourse obligation of Maker, and neither Maker nor any partner, member, or shareholder thereof shall have any personal liability for repayment. However, nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for this Note of all the rights and remedies of the Holder, or (b) be deemed in any way to impair the right of the Holder to assert the unpaid principal amount of this Note as a demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of this Note; nothing contained therein is intended to relieve the Maker and, if Maker is a partnership, limited liability company, or corporation, any general partner, member, or shareholder of Maker, of liability for damages caused to Holder as a result of (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the real property described in the Agency Agreements that are payable or applicable prior to any foreclosure under the Agency Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the retention of any rental income or other income arising with respect to the Housing Development collected by Maker after a Default to the full extent of the rental income or other income retained and collected by Maker after the giving of any such notice, and not used to pay Operating Expenses of the Housing Development; (iv) the misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or ATTACHMENT NO. 6 1 882/015610-0047 1 85921502 a 11/01/07 Page 4 of 13 .0 destruction to any portion of the Project; and (v) breach of any environmental covenant or representation made by the Maker relating to the Housing Development. 6. Waivers by Maker. Maker and all endorsers, guarantors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note and any and all other notices or matters of a like nature, and consent to any and all renewals and extensions near the time of payment hereof and agree further that at any time and from time to time without notice, the terms of payment herein may be modified or the security described in any documents securing this Note released in whole or in part, or increased, changed or exchanged by agreement between Holder and any owner of the premises affected by said documents securing this Note, without in any way affecting the liability of any party to this Note or any persons liable or to become liable with respect to any indebtedness evidenced hereby. 7. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 8. Modifications. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder. No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. 9. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure. 10. Nonassignability. Maker may only Transfer (as that term is defined in the AHA) this Note in accordance with provisions and restrictions pertaining to a transfer of the AHA as set forth in the AHA. Holder may freely Transfer Holder's interest in this Note in any manner, at Holder's sole discretion; provided, that at the time of such Transfer Holder also transfers the AHA to such transferee. 11. Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. 12. Time of Essence. Time is of the essence in the performance of the obligations and provisions set forth in this Note. IN WITNESS WHEREOF, Maker has executed this Note as of the Note Date. 882/015610-0047 ATTACHMENT NO. 6 1.1 127 85921502 a 11/0 1/07 Page 5 of 13 Dated: , 2007 ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic By: Its: Chairman "Maker" COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation By: Its: Chief Financial Officer ATTACHMENT NO. 6 1 882/015610-0047 �• 85921502 a 11/01/07 Page 6 of 13 EXHIBIT "A" DISBURSEMENT REQUEST FOR DUNE PALMS NEIGHBORHOOD Property Address: Disbursement No. The undersigned, on behalf of Coachella Valley Housing Coalition, hereby requests a disbursement in the amount, and on the date, set forth below, pursuant to that certain Second Amended and Restated Affordable Housing Agreement (the "Agreement") dated as of ., 2007, between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation ("Developer"). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for them in the Agreement. REQUEST AMOUNT: REQUEST DATE: Developer hereby represents and warrants to Agency that: 1. The requested disbursement shall be applied to pay Eligible Development Costs in accordance with the itemized Payment Request attached hereto. 2. All costs shown in all prior Disbursement Requests (and Payment Requests) have been paid in full, Developer has received valid lien releases or waivers from all contractors, subcontractors and materialmen with respect to all payments made for work and materials Developer has no knowledge of any mechanic's lien claims against the Property. 3. The work is being performed in substantial conformance with the Scope of Development, and all applicable governmental requirements, and the work has progressed to the point indicated on the attached Payment Request. 4. The attached Payment Request is an accurate and complete statement of all amounts previously paid or now due and all amounts expected to be incurred in connection with the completion of the work. 5. All representations and warranties in the Agreement and the other Project documents are true and correct as of the date of this request as if made on and as of the date of this request. No default by Developer remains uncured, and no event has occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer. DATE: Designated Representative ATTACHMENT NO. 6 129 89215.610-0047 �. G a5nis.ozeivmim Page 7 of 13 Contractor hereby certifies that Paragraphs 2 (with respect to costs covered by Contractor's Contract), 3 (with respect to work covered by Contractor's Contract), 4 (with respect to costs and work covered by Contractor's Contract) and 5, above, are true to the best of Contractor's knowledge. PAYMENT APPROVED: Agency Inspector Order No. Work Item Contractor Agency Officer Amount Approved Date 882/015610-0047 ATTACHMENT NO. 6 139 85921502 a 11/01/07 Page 8 of 13 EXHIBIT `B" ASSIGNMENT OF ARCHITECTURAL AGREEMENTS AND PLANS AND SPECIFICATIONS FOR VALUE RECEIVED, COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation ("Developer"), does hereby assign, pledge, transfer and set over to the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), all of its right, title, and interest in, to, and under any and all existing and future architectural and design agreements including, without limitation the plans for the Project (as that term is defined in the Second Amended and Restated Affordable Housing Agreement between Developer and Agency dated 2007 ("Agreement")), and any and all amendments, modifications, supplements, addenda and general conditions to such agreements (collectively "Architectural Agreements"), and any and all plans and specifications, together with all existing and/or future shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively "Plans'), heretofore or hereafter entered into or prepared by any architect, engineer, surveyor, or other person or entity (other than a general contractor), for the account of Developer in connection with and directly related to the construction of the Project on that certain real property more particularly described in Schedule 1 attached hereto ("Site"). Developer shall cause the parties to all Architectural Agreements, whether the Architectural Agreements are executed prior or subsequent to the date of this Assignment, to execute a Consent in the form attached below. Developer hereby irrevocably appoints Agency, with power to act individually, as its attorney -in -fact (which agency is coupled with an interest) to demand, receive, and enforce any and all of Developer's rights with respect to the Plans and Architectural Agreements and perform any and all acts in the name of Developer or in the name of Agency with the same force and effect as if performed by Developer in the absence of this Assignment. Agency shall exercise its rights in this paragraph only in the event: (1) Developer is in default after any applicable cure period of an obligation that is secured by this Assignment; or (2) Developer does not acquire fee title to the Site by June 5, 2008; or (3) the Agreement or any other agreement secured by this Assignment is terminated (as may be permitted in accordance with the terms of the applicable agreement). Agency shall not incur any liability if any action taken by Agency or on its behalf in good faith, pursuant to this paragraph, shall prove to be, in whole or in part inadequate or invalid, and Developer hereby indemnifies and agrees to hold Agency harmless from and against any and all loss, claim, demand, cost, liability, damage or expense, including, without limitation, attorneys' fees and expenses in connection with any such action or actions. This Assignment is made to secure: (a) Developer's payment to Agency of the loan in the principal amount of Thirty Million One Hundred Forty -Seven Thousand Nine Hundred Thirty -Eight Dollars ($30,147,938) (the "Agency Loan") evidenced by that certain Promissory Note ("Agency Note") executed on or about the date of this Assignment. 882/015670-0047 ATTACHMENT NO. 6 , 3 859215.02 a 11/01/07 Page 9 of 13 (b) Performance by Developer of all of its obligations under the Agreement and all attachments thereto, including without limitation the Regulatory Agreement and Declaration of Covenants and Restrictions to be entered into by Developer and Agency upon Developer's acquisition of fee title to the Site pursuant to the Agreement. (c) Completion of the tasks set forth in the Schedule of Performance attached to the Agreement as Attachment No. 4 within the time periods set forth therein. (d) Performance of each obligation of Developer set forth in this Assignment. Participant and the Party(ies) executing the Consent to this Assignment, agree that Agency does not assume any of Developer's obligations or duties concerning the Architectural Agreements and the Plans, including, but not limited to, the obligation to pay for the preparation of the Architectural Agreements and the Plans, until and unless Agency shall exercise its rights hereunder. Developer hereby represents and warrants to Agency that no previous assignment(s) of its interest in and to or rights under the Plans and/or Architectural Agreements has or have been made, and Developer agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate or otherwise encumber in any manner its interest in and to or rights under the Plans and/or Architectural Agreements so long as this Assignment remains in effect. This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, or successors in interest of the Developer and Agency. This Assignment shall automatically terminate upon Developer's completion of the Project, as evidenced by Agency's issuance to Developer of a Release of Construction Covenants. [Signature page to follow] ATTACHMENT NO. 6 8592/502 al 1/ 1 �... 13? asez�s oz auiovu7 Page 10 of 13 IN WITNESS WHEREOF, Developer has caused this Assignment of Architectural Agreements and Plans and Specifications to be executed on 2007. COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation By: Its: President 882/015610-0047 ATTACHMENT NO. 6 133 859215.02 a11/01/07 Page 11 of 13 CONSENT The undersigned has prepared the Plans, and hereby consents to the above Assignment. The undersigned also agrees that in the event of a breach by Developer of any of the terms and conditions of the Architectural Agreement or any other agreement entered into with the undersigned in connection with the Plans, that so long as Developer's interest in the Plans is assigned to Agency it will give written notice to Agency of such breach. Agency shall have thirty (30) days from the receipt of such notice of default to remedy or cure said default; however, nothing herein shall require Agency to cure said default, but only gives it the option to do so. The undersigned hereby further agrees that if, at any time Agency undertakes to complete or cause the completion of the improvements described by the Plans and/or Architectural Agreement, or otherwise requires the use of the Plans or the performance of the obligations of the undersigned under the Architectural Agreement, then so long as the undersigned has received or continues to receive the compensation required under the Architectural Agreement with Developer related to the Plans, Agency or its designee shall have the right to use the same, and the ideas, designs and concepts therein contained, in connection with the completion of the improvements without payment of any additional fees or charges to the undersigned. The undersigned also agrees that in the event of default by Developer under any of its obligations secured by the Assignment, the undersigned, at Agency's request, shall continue performance under the Architectural Agreement in accordance with the terms hereof, provided that the undersigned shall be reimbursed in accordance with the Architectural Agreement for all services rendered on Agency's behalf. ARCHITECT: ATTACHMENT NO. 6 13 y 882/015610-0047 85921502 a 11/01/07 Page 12 of 13 SCHEDULE 1 TO ASSIGNMENT LEGAL DESCRIPTION OF PROPERTY The land referred to is situated in the State of California, County of Riverside, City of La Quinta and is described as follows: PARCEL 4 OF PARCEL, MAP NO. 33588, RECORDED ON AUGUST 18Tu, 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. ATTACHMENT NO. 6 , 1 � 3 882/015610-0047 ' 85921502 a]1/01/07 Page 13 of 13 ATTACHMENT NO. 7 AGENCY DEED OF TRUST [SEE FOLLOWING DOCUMENT] 882/075610-0047 136 859215 02 eu/01/07 ATTACHMENT NO. 7 Recording Requested By And When Recorded Return to: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director SPACE ABOVE THIS LINE FOR RECORDER'S USE EXEMPT FROM RECORDING FEE PER GOV CODE § 27383 DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDERS ATTACHED HERETO NOTE: RIDERS ATTACHED TO THIS DEED OF TRUST CONTAINING TERMS INCLUDING SECURITY AGREEMENT AND FIXTURE FILING. This DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDERS ATTACHED HERETO ("Deed of Trust"), is made , between COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation, herein called TRUSTOR, whose address is 45-701 Monroe Street, Suite G, Plaza 1, Indio, California, 92201, Chicago Title Company, a California corporation, herein called TRUSTEE, and LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, herein called BENEFICIARY. WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, Tmstor's estate, dated on or about the date hereof, in that property in the City of La Quinta, County of Riverside, State of California, described in Exhibit "A" (the "Property"), together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of THIRTY MILLION ONE HUNDRED FORTY-SEVEN THOUSAND NINE HUNDRED THIRTY-EIGHT DOLLARS ($30,147,938), with interest thereon according to the terms of a promissory note or notes of even date herewith made by Tmstor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Tmstor incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Tmstor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of'Tmst. To protect the security of this Deed of Trust, and with respect to the Property above described, Tmstor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Iassen 192 367 Riverside 3778 347 Solaro 1297 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stamslaus 1970 56 Colusa 323 391 Mann 1849 122 San Bemardmo 6213 768 Sutter 655 585 Contra Costa 4684 1 Manposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 ATTACHMENT NO. 7 71.1 137 682/015610-0047 85921502 a 11/01/07 Page 1 of 12 COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Inyo 165 672 Nevada 363 94 Shasta 800 633 Kem 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Tmstor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. SEE RIDERS ATTACHED TO THIS DEED OF TRUST STATE OF CALIFORNIA COUNTY OF Signature of Trustor } COACHELLA VALLEY HOUSING COALITION } a California nonprofit public benefit corporation On By: before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatmes(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (This area for official notarial seal) Signature Printed Name Its: ATTACHMENT NO. 7 .0. 133 982/015610-0047 859215 02 au/01/07 Page 2 of 12 DO NOT RECORD The following is a copy of Subdmstons A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A To protect the secunty of this Deed of Trust, Trustor agrees: l) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials famished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such nonce. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and hens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust Should Truster fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon 'truster and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, pay, purchase, contest or compromise any encumbrance, charge or hen which in drejudgment of either appears to be prior or supenor hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his or her reasonable fees 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby anv amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B It is mutually agreed: 1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, loin in granting any easement thereon, enjoin in any extension agreement or any agreement subordinating the hen or charge hereof 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto' 5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the Tight, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, pnor to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default (beyond any applicable cure period, and during the continuance of such default), Beneficiary may at any time without nonce, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in its own ATTACHMENT NO. 7 13 882/015610-0047�, , 85921502 a 11/01/07 Page 3 of 12 name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto 7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO ,TRUSTEE' The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures Both must be delivered to the Trustee for cancellation before reconveyance will be made 882/015610-0047 ATTACHMENT NO. 7 14 859215.02 all/01/07 Page 4 of 12 LEGAL DESCRIPTION OF PROPERTY All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 4 OF PARCEL, MAP NO. 33588, RECORDED ON AUGUST 18", 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. ATTACHMENT NO. 7 182/015610-0047 859215 02 a] 1/01107 Page 5 of 12 � 41 RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS THIS RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Rider") is executed this _ day of , by COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation, herein "Trustor," in favor of the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, herein `Beneficiary," the same parties to that certain form Deed of Trust With Assignment of Rents, of even date hereto, to which this Rider is attached. This Rider is made a part of and is incorporated into said Deed of Trust. This Rider shall supersede any conflicting term or provision of the form Deed of Trust to which it is attached. Reference is made to (i) that certain Note by and between Trustor and Beneficiary, dated , 2007, the repayment of which by Trustor is secured by this Deed of Trust ("Agency Note"), and (ii) to the Agency Agreements which are described in the Agency Note. The parties hereto agree: 1. Prone. The estate subject to this Deed of Trust is Trustor's fee estate in the real property legally described in the foregoing Deed of Trust to which this Rider is attached (the "Property"). 2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following obligations ("Secured Obligations"): a. Payment to Beneficiary of all indebtedness at any time owing under the terms of the Agency Note; b. Payment and performance of all obligations of Trustor under this Deed of Trust; C. Payment and performance of all obligations of Trustor under the Agency Agreements. d. Payment and performance of all future advances and other obligations of Trustor or any other person, firm, or entity with the approval of Trustor, may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when the obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and C. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced. 3. Obli Wtions. The term "obligations" is used herein in its broadest and most comprehensive sense and shall be deemed to include, without limitation, all interest and charges, prepayment charges, late charges and fees at any time accruing or assessed on any of the Secured Obligations. ATTACHMENT NO. 7 882/015610-0047 Page 6 Of 12'• 859215 02 al 1/01/07 g 4. Incor orp ation. All terms of the Agency Note, Agency Agreements, and the Secured Obligations are incorporated herein by this reference. All persons who may have or acquire an interest in the Property shall be deemed to have notice of the terms of all of the foregoing documents. 5. Mortgagee -in -Possession. Neither the assignment of rents set forth in the Deed of Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a "mortgagee -in -possession" or otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor, or the entering into possession of the Property by such receiver, be deemed to make Beneficiary a "mortgagee -in -possession" or otherwise liable in any manner with respect to the Property. 6. No Cure. In the event Beneficiary collects and receives any rents under the Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of the default, except if and to the extent the same are sufficient to cure all monetary defaults and no other defaults then exist. 7. Possession Upon Default. Upon the occurrence of and during the continuation of a default, Beneficiary, after having given notice and the applicable cure periods having expired with the default having not been cured (hereinafter, a "default"), may, at its option, without any action on its part being required and without in any way waiving such default, take possession of the Property in accordance with applicable law and have, hold, manage, lease and operate the same, on such temis and for such period of time as Beneficiary may deem proper, and may collect and receive all rents and profits, with full power to make, from time to time, all commercially reasonable alterations, renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply such rents and profits to the payment of (a) the cost of all such alterations, renovations, repairs and replacements, and all costs and expenses incident to taking and retaining possession of the Property, and the management and operation thereof, and keeping the same properly insured; (b) all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment of the Agency Note, and premiums for insurance, with interest on all such items; and (c) the indebtedness secured hereby, together with all costs and attorney's fees, in such order or priority as to any of such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to the contrary notwithstanding. Any amounts received by Beneficiary or its agents in the performance of any acts prohibited by the terms of this assignment, including, but not limited to, any amounts received in connection with any cancellation, modification or amendment of any lease prohibited by the terms of this assignment and any rents and profits received by Trustor after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of the Truster. Any person receiving any portion of such trust funds shall receive the same in trust for Beneficiary as if such person had actual or constructive notice that such funds were impressed with a trust in accordance therewith. 8. Receiver. In addition to any and all other remedies of Beneficiary set forth under this Deed of Trust or permitted at law or in equity, if a default shall have occurred and not have ATTACHMENT NO. 7 882/015610-0047 859215.02 au/01/07 Page 7 of 12 �• 3 been cured within any applicable cure period, Beneficiary, to the extent permitted by law and without regard to the value, adequacy or occupancy of the security for the Note and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Property and to collect all rents and profits and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction by ex parte application and without notice, notice of hearing being hereby expressly waived. The expenses, including receiver's fees, attorneys' fees, costs and agent's compensation, incurred pursuant to the power herein contained shall be secured by this Deed of Trust. 9. Notice to Beneficiary. Notices to Beneficiary shall be sent to Beneficiary addressed to: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92263 Attn: Executive Director [SIGNATURE ON NEXT PAGE] ATTACHMENT NO. 7 14 882/015610-0047 ') 859215.02 al1/01/07 Page 8 of 12 IN WITNESS WHEREOF, Truster has executed this Rider on the date of Trustor's acknowledgment herein below, to be effective for all purposes as of the day and year first set forth above. TRUSTOR: COACHELLA VALLEY HOUSING COALITION a California nonprofit public benefit corporation By: Signature Printed Name Its: ATTACHMENT NO. 7 14 112/015610-0047 859215 02 a11/01/07 Page 9 of 12 SECOND RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS 1. The fictitious Deed of Trust is hereby modified as follows: (a) Paragraph A shall be modified to read as follows: To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. Notwithstanding anything contained in any of the documents evidencing the loan from Beneficiary to Truster, unless Beneficiary and Truster otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damages, provided Beneficiary determines that such restoration or repair is not economically feasible or if a default exists after expiration of all applicable cure periods, the insurance proceeds shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Trustor. In the event funds for such work are insufficient, Beneficiary may, at its option, advance such additional funds as may be necessary to allow the Property to be repaired or restored, and may add the amount thereof to the principal balance of the Note hereby secured. (b) Paragraph B1 shall be modified to read as follows: The proceeds of any award or claim for damages, direct or consequential, in connection with a total condemnation or taking of the Property, shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Trustor, unless Trustor and Beneficiary otherwise agree in writing. In the event of a partial condemnation or taking, the proceeds shall be applied to the restoration or repair of the Property, provided Beneficiary determines that such restoration or repair is economically feasible and there is no default continuing after the expiration of all applicable cure periods. If Beneficiary determines that such restoration or repair is not economically feasible or if a default exists after expiration of all applicable cure periods, the condemnation proceeds shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Trustor. In the event funds for such work are insufficient, Beneficiary may, at its option, advance such additional funds as may be necessary to allow the Property to be repaired or restored, and may acid the amount thereof to the principal balance of the Note hereby secured. (c) The first paragraph of Paragraph B6 shall be modified to read as follows: That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, and after the expiration of all applicable notice and cure periods provided in the Note, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause said property to be sold, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit A14 862/015610.0047 ATTACHMENT NO. 7 859215.02 a11/01/07 Page 10 of 12 with Trustee this Deed of Trust, said note and all documents evidencing expenditures secured hereby. 2. Notwithstanding anything to the contrary contained herein or in any documents secured by this Deed of Trust or contained in any subordination agreement, the Beneficiary acknowledges and agrees that in the event of a foreclosure or deed -in -lieu of foreclosure (collectively, "Foreclosure") with respect to the property encumbered by this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as amended, shall apply: For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by the regulatory agreement with the California Tax Credit Allocation Committee, (i) none of the tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. IN WITNESS WHEREOF, Trustor and Beneficiary have executed this Rider on the date of Trustor's and Beneficiary's acknowledgments hereinbelow, to be effective for all purposes as of the day and year first set forth above. BENEFICIARY LA QUINTA REDEVELOPMENT AGENCY L-65 TRUSTOR: COACHELLA VALLEY HOUSING COALITION, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION ATTACHMENT NO. 7 147 882/015610-0047 85921502 a11/OU07 Page I of 12 STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, , a Notary public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. [SEAL] STATE OF CALIFORNIA ss. COUNTY OF Notary Public On , before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/075610-O047 ATTACHMENT NO. 7 � 14 n 8592/502 aro1/07 Page 12 of 12 ^� ATTACHMENT NO. 8 OPTION AGREEMENT [SEE FOLLOWING DOCUMENT] ins 882/015610-0047 859215 02 a11/01/07 ATTACHMENT NO. 8 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383) OPTION AGREEMENT THIS OPTION AGREEMENT ("Option Agreement") is made this day of , (the "Effective Date"), by COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. Developer has entered into a Second Amended and Restated Affordable Housing Agreement ("Affordable Housing Agreement") dated (the "AEA Date") with the La Quinta Redevelopment Agency ("Agency"), pursuant to which Agency conveyed to Developer that certain real property located northwest of the intersection of Avenue 48th and Dune Palms Road, in the City of La Quinta, County of Riverside, State of California (the "Site"). All defined terns used herein shall have the same meaning as set forth in the Affordable Housing Agreement unless otherwise stated. The Site is legally described in Exhibit "A" attached hereto and incorporated herein. B. As a condition to the Agency's conveyance of the Site to Developer, Developer was required to grant to Agency an option to repurchase the Site from Developer, if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, all as further described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Affordable Housing Agreement, Developer hereby grants to Agency the following repurchase options: 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails either (i) to commence construction of the Project (for the purposes of this Option Agreement, "commencement of construction of the Project" shall be defined as Developer's completion of grading activities (including mass grading and precise 882/015610-0047 ATTACHMENT NO. 8 150 85921502 a 11/01/07 Page I of 14 grading on the Site)) within one hundred eighty (180) days after the Effective Date, subject to Sections 4(b) and 4(e) below. In the event of Developer's failure to commence construction within such one hundred eighty (180) day time period, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site, which is One Dollar (S1.00). 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than sixty (60) days; and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) within thirty (30) months after commencement of construction, subject to Sections 4(b) and 4(e) below ("Completion Deadline"). In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any 882/01 i610-0047 ATTACHMENT NO. 8 i 1 �• l 859215.02 a 11/01/07 Page 2 of 14 - Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency's repurchase price for the Site under Repurchase Option II (the "Repurchase Option II Repurchase Price"), shall be seventy-five percent (75%) of "Developer's Construction Costs" (as that term is defined in the following sentence) less any portion of the "Agency Financial Assistance" (as that tern is defined in the Affordable Housing Agreement) that has been disbursed to Developer as of the time Agency exercises this Repurchase Option II. For purposes of this Option Agreement, the term "Developer's Construction Costs" shall mean, with respect to development of the Project to be constructed on the Site, the lesser of (i) construction costs actually incurred by Developer for development of the Project from the AHA Date to the date Agency exercises this Repurchase Option II (the "Construction Period"), and (ii) the constructions costs for the Construction Period set forth in Developer's Project Budget, attached to the Affordable Housing Agreement as Attachment No. 12, which costs may include (i) the amount paid by Developer to the contractor or contractors performing the works of improvement; (ii) reasonable inspection and testing costs paid by Developer to independent third party engineers or consultants in conjunction with said works of improvement (but not including costs, fees, charges, or profits allocated to Developer's own internal administrative, payroll, or overhead expenses or to any person or entity affiliated with Developer; (iii) costs and fees paid by Developer to independent third party engineers or consultants with respect to the planning, design, and engineering of the works of improvement (but not including costs, fees, charges, or profits allocated to the Developer's own internal administrative, payroll, or overhead expenses or to any person or entity affiliated with Developer); and (iv) the costs and fees incurred by Developer, if any, to obtain financing for the construction of the works of improvement. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Release of Construction Covenants for the Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Affordable Housing Agreement. In the event of Developer's transfer of the Site in violation of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence ATTACHMENT NO. 8 152 "2/015610-0047 85921502 a I I/01/07 Page 3 of 14 shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section l(b) of this Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) Successors and Assigns. The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Developer's Right to Cure Certain Defaults. Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer and to the "Qualified Tax Credit Investor" (as that term is defined in the Affordable Housing Agreement) regarding (i) Developer's failure to commence, continuously proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and neither Developer nor said Qualified Tax Credit Investor have, within thirty (30) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within thirty (30) days, commenced to cure, correct or remedy such Option Triggering Event within said thirty (30) day period, and diligently prosecute the same to completion. (c) No Agency Obligation. Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise 882/015610-0047 ATTACHMENT NO. 8 5 3 0 85921iQ all/01/07 Page 4 of 14 Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (d) Termination. In the event Developer commences and completes construction of the Project and Agency has not exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall execute and record a termination of this Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (e) Enforced Delay. Notwithstanding anything to the contrary herein, in addition to specific provisions of this Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority litigation; unusually severe weather; inability to secure necessary labor, materials or tools; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (f) Agency's Investigation of Site. Agency shall have forty-five (45) days after the occurrence of an event that triggers Agency's ability to exercise any of Repurchase Option I, Repurchase Option II, or Repurchase Option III to enter upon the Site to conduct any tests, inspections, investigations, ATTACHMENT NO. 8 85610.0047 Page 5 of 14 "�, U 15 4- 8592159215 02 al1/01/07 a g or studies of the condition of the Site. Developer shall permit Agency access to the Site for such purposes. Agency's obligation to close "Escrow" (as defined below) shall be subject to Agency's approval of any environmental and other site testing conducted by Agency in Agency's discretion. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site (or applicable portion thereof). (g) Escrow Provisions. i) Within five (5) business days after Agency has exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III (as applicable), or as soon thereafter as reasonably practicable, an escrow shall be opened ("Escrow") with an escrow company selected by Agency for the reconveyance of the Site (or applicable portion thereof) to Agency ("Escrow Holder"). Escrow shall be deemed opened on the date that a fully executed copy of this Option Agreement and a notice of exercise of option prepared by Agency are delivered to Escrow Holder ("Opening of Escrow"). Escrow Holder shall notify Developer and Agency in writing of the date of the Opening of Escrow promptly following the opening of the Escrow. ii) Escrow shall close on or before the date that is ninety (90) days after the Opening of Escrow ("Close of Escrow" or "Closing Date"). The terms "Close of Escrow" and "Closing Date" shall mean the date the grant deed conveying fee title to Agency ("Agency Grant Deed") is recorded in the Office of the County Recorder of the County of Riverside, State of California. Possession of the Site shall be delivered to Agency at the Close of Escrow. iii) This Option Agreement, together with any standard instructions of Escrow Holder, shall constitute the joint escrow instructions of Developer and Agency to Escrow Holder as well as an agreement between Developer and Agency. In the event of any conflict between the provisions of this Option Agreement and Escrow Holder's standard instructions, this Option Agreement shall prevail. iv) The Escrow shall be subject to Agency's approval of a then -current preliminary title report. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the close of escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the Close of Escrow pursuant to this Section 4(g) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency ATTACHMENT NO. 8 88210l5610-0047 r 85921502 au/01/07 Page 6 of 14 "�, �`. 1 shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (in the form of Attachment No. 5 to the DDA); and (iii) the lien created by the "Senior Loan" (as that term is defined in to paragraph (i) below); and (iv) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct Escrow Holder to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing Escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. v) On or before 1:00 p.m. on the last business day preceding the scheduled Closing Date, Agency shall deposit in Escrow (i) the applicable of the Repurchase Option I Repurchase Price, the Repurchase Option II Repurchase Price, or the Repurchase Option III Repurchase Price; (ii) one- half (1/2) of the escrow fees; (iii) the portion of the title insurance premium attributable to any extra or extended coverages, or any additional charge resulting from Agency's request that the amount of insurance be higher than the applicable of the Repurchase Option I Repurchase Price, the Repurchase Option II Repurchase Price, or the Repurchase Option III Repurchase Price; and (iv) any and all additional instruments or other documents required from Agency (executed and acknowledged if appropriate) as may be necessary in order to effect the transfer of the Site, or applicable portion thereof, to Agency. On or before 1:00 p.m. on the last business day preceding the scheduled Closing Date, Developer shall deposit in Escrow (i) the Agency Grant Deed, executed and acknowledged; (ii) one-half (1/2) of the escrow fees; and (iii) any and all additional instruments or other documents required from Developer (executed and acknowledged if appropriate) as may be necessary in order to effect the transfer of the Site, or applicable portion thereof, to Agency. Developer shall also be required to pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price, the Repurchase Option II Repurchase Price, or the Repurchase Option III Repurchase Price (as applicable), showing title vested in Agency free and clear of all liens and encumbrances except those permitted by paragraph (iv) above (the "Title Policy"). Agency's receipt of the Title Policy shall be a condition to the Close of Escrow. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. vi) If, on or before the Closing Date, Escrow Holder has received all of the documents and funds listed in paragraph (v) above, and Escrow Holder is in a position to cause the Title Policy to be issued to Agency, and provided Agency has approved of the condition of the Site, or applicable portion thereof, Escrow Holder shall close the Escrow by ATTACHMENT NO. 8 i 5 882/015610-0047 859215.02 a 11701/07 Page 7 of 14 taking the following actions: (i) recording the Agency Grant Deed in the office of the County Recorder of the County of Riverside, California, and delivering the recorded Agency Grant Deed to Agency; (ii) causing the Title Policy to be issued to Agency; and (iii) delivering the applicable of the Option I Repurchase Price, the Option II Repurchase Price, or the Option III Repurchase Price to Developer. (h) Agency's Right to Acquire the Site. Notwithstanding anything herein to the contrary, upon Agency's exercise of Repurchase Option I, Repurchase Option II, or Repurchase Option III, Developer's commencement to cure the default that led to Agency's exercise shall not affect Agency's right to close the Escrow and acquire the Site (or applicable portion thereof). (i) Subordination. The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan (the "Senior Loan"), provided that (i) said senior loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (ii) the documents evidencing said senior loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, and (B) negotiate with the lender regarding the noticed breach or default. (j) Agency Assumption. Notwithstanding anything herein to the contrary, in the event Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency agrees to assume all of Developer's obligations under the Senior Loan. 5. Notices, Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director Rutan & Tucker, LLP With a copy to: 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. 882/015610-0047 ATTACHMENT NO. 8 157 85921502 a11/01M Page 8 of 14 Coachella Valley Housing Coalition To Developer: 45-701 Monroe Street, Suite G Plaza 1 Indio, CA 92201 Attn: Gubb & Barshay LLP With a copy to: Fifty California Street, Suite 3155 San Francisco, CA 94111 Attn: Natalie Gubb, Esq. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum, Attornev's Fees The Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Option Agreement. This Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Option Agreement. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. ATTACHMENT NO. 8 q[ 8 a2/0156,0.0047 .$— 5 V as921502 aN0v07 Page 9 of 14 1 If either party to this Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Option Agreement or use of the Site. 10. Interpretation The terms of this Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Option Agreement. 11. Entire Agreement This Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. ATTACHMENT NO. 8 882/015610-0047 859215.02 a u/01/07 Page 10 of 14 ' : 159 13. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. [END - SIGNATURES ON NEXT PAGE] ATTACHMENT NO. 8 8/ J a59215610-0047 9vs 02 e11i01/07 Page 11 of 14 16 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. "DEVELOPER" COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation L-A N "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a public body, corporate and politic ME ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Executive Director 882/OI5610.0047 ATTACHMENT NO. 8 161 859215.02 a11/01/07 Page 12 of 14 ; STATE OF CALIFORNIA ) ss COUNTY OF ) On a Notary public, personally appeared before me, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. [SEAL] STATE OF CALIFORNIA COUNTY OF On a Notary public, personally appeared Notary Public ss before me, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] ATTACHMENT NO. 8 '•' 162 882/015610-0047 85921502 an/01/07 Page 13 of 14 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 4 OF PARCEL MAP NO. 33588, RECORDED ON AUGUST 18TI, 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. ATTACHMENT NO. 8 .0 163 862/015610-0047 es9zis.oz auiouo7 Page 14 of 14 ATTACHMENT NO.9 REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS [TO BE INSERTED] ATTACHMENT NO. 9 i. (. 164 882/015610-0047 859215 02 a11/01/07 Page I of 44 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (Space Above This Line for Recorder's Office Use Only) (Exempt from Recording Fee per Gov. Code. 27383) REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement") is made and entered into this _ day of __ ("Effective Date"), by and between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") and COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation ("Developer"). RECITALS: A. Developer is the owner of fee title to that certain real property more particularly described in Exhibit "A", attached hereto and incorporated by reference herein (the "Site"). B. Pursuant to an Amended and Restated Affordable Housing Agreement, by and between Developer and Agency, dated (the "AHA"), Agency has agreed to provide financial assistance to Developer in the sum of Thirty Million One Hundred Forty - Seven Thousand Nine Hundred Thirty -Eight Dollars ($30,147,938) (the "Agency Loan") for the purpose of assisting Developer to construct on the Site an affordable rental apartment complex containing not less than two hundred eighteen (218) units (the "Project"). The AHA requires Developer to enter into this Agreement, which provides, among other requirements, that with the exception of the Management Units, all of the apartment units within the Project be rented to and occupied by "Eligible Tenants"(as that term is defined in Section 1.7 below). C. Reference is also made to the following documents: (i) Note, by Developer as Maker and borrower in favor of the Agency as lender, dated , 2007 ("Agency Note"). The Agency Note evidences the Agency Loan. (ii) Deed of Trust with Assignment of Rents, by and between Developer as borrower and Agency as beneficiary, and recorded concurrently herewith in the Office of the Riverside County Recorder ("Agency Deed of Trust"). The Agency Deed of Trust secures (a) repayment of the Agency Note, and (b) performance of Developer's obligations hereunder. ATTACHMENT NO. 9 165 882/015610-0047 859215.02 a11/01/07 Page I of 44 (iii) Option Agreement by and between Developer and Agency and recorded concurrently herewith in the Office of the Riverside County Recorder ("Option Agreement'). The Option Agreement provides the Agency with a right to acquire the Site from Developer in certain situations, as more fully described therein. The AHA and all of the foregoing listed documents are referred to herein collectively as the "Agency Agreements." The Agency Agreements are incorporated herein as if fully set forth. D. To assist Developer with financing the Project, Developer has obtained low income housing tax credits from the Tax Credit Allocation Committee (the "TCAC") pursuant to Section 42 of the Internal Revenue Code and/or California Revenue and Taxation Code, Sections 17057.5, 17058, 23610.4, 23610.5 and California Health and Safety Code Section 50199, et seq. (the "Tax Credits"). hi connection with obtaining the Tax Credits, Developer has entered into, or will enter into, with TCAC a regulatory agreement to be recorded in the Official Records of the County of Riverside (the "Tax Credit Regulatory Agreement'). E. Pursuant to the AHA and the Agency Agreements, Developer has agreed to rehabilitate the Site and develop thereon, and thereafter maintain, an affordable rental housing project with not fewer than two hundred eighteen (218) units, with all such units except the Management Units restricted to rental to and occupancy by Eligible Tenants. F. Agency and Developer now desire to place restrictions upon the use and operation of the Site, in order to ensure that the Site shall be operated continuously, for a period of fifty- five (55) years from the Effective Date, as an affordable rental apartment complex in accordance with the terms hereof. AGREEMENT: NOW, THEREFORE, the Developer and Agency declare, covenant and agree, by and for themselves, their heirs, executors, administrators, successors and assigns, and all persons claiming under or through them, that, commencing upon the Effective Date and continuing for a period of fifty-five (55) years following the Effective Date, as follows: 1.0 DEFINITIONS. 1.1 35% Very Low Income Household. As used in this Agreement, the term "35% Very Low Income Household" shall mean a household whose annual income does not exceed thirty-five percent (35%) of AMI. 1.2 40% Very Low Income Household. As used in this Agreement, the term "40% Very Low Income Household" shall mean a household whose annual income does not exceed forty percent (40%) of AMI. 1.3 Affiliate. As used in this Agreement, the term "Affiliate" shall mean any person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Borrower which, if Borrower is a partnership or limited liability company, shall include each of the constituent members or general partners, respectively, thereof. The term "control' as used in the immediately preceding sentence, means, with respect ATTACHMENT NO. 9 , 16 S 882/015610-0047 �� 859215.02 a11/01/07 Page 2 of 44 to a person that is a corporation, the right to the exercise, directly or indirectly, of more than 50% of the voting rights attributable to the shares of the controlled corporation, and, with respect to a person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled person. 1.4 Affordable Rent. As used in this Agreement, the term "Affordable Rent" shall mean the amount of monthly rent, including a reasonable utility allowance, that does not exceed the maximum allowable rent to be charged by Developer and paid by Very Low Income Households, 35% Very Low Income Households, or 40% Very Low Income Households, as the case may be, occupying the Units as determined pursuant to Health and Safety Code Section 50053(b), as of the Effective Date, and the regulations promulgated pursuant to or incorporated therein, including, without limitation, any applicable regulations promulgated pursuant to Health and Safety Code Section 50093. Subject to Section 3.11 herein, the tenant utility allowance shall be determined by the Executive Director. 1.5 AMI. As used in this Agreement, the term "AMI" or "Area Median Income" shall mean the median family income (adjusted for family size) for the Riverside County area promulgated and published annually by the California Department of Housing and Community Development ("HCD") pursuant to Title 25, Section 6932 of the California Code of Regulations. If HCD ceases annually to publish median incomes, the parties will agree upon an adequate substitute manner for determining AMI. 1.6 Approved Budget. As used in this Agreement, the term "Approved Budget" has the meaning ascribed in Section 3.13 of this Agreement. 1.7 Capital Improvements. As used in this Agreement, the tern "Capital Improvements" means all work and improvements with respect to the Site for which costs and expenses may be capitalized in accordance with generally accepted accounting principles as in effect from time to time, consistently applied. 1.8 Cash Flow. As used in this Agreement, the term "Cash Flow" means, for the applicable period, Net Operating Income less Debt Service. 1.9 CPI. As used in this Agreement, the term "CPI" means the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics, for Urban Wage Earners and Clerical Workers, Los Angeles -Riverside -Orange County Average, All Items (1984=100), or, if the CPI is discontinued, such official index as may then be in existence and which is most nearly equivalent to the CPI. 1.10 Debt Service. As used in this Agreement, the term "Debt Service" means scheduled debt service (including impounds, expenses, and other amounts payable) on any loan that is senior to the Agency Loan. 1.11 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant" shall mean a household which intends to occupy a Unit as its principal residence and qualifies as a Very Low Income Household, a 40% AMI Very Low Income Household, or a 35% AMI Very Low Income Household. 882/075610-0047 ATTACHMENT NO. 9 167 � 859215.02 al/ov07 Page 3 of 44 "` ' 1.12 Executive Director. As used in this Agreement, the term "Executive Director" shall mean the individual duly appointed to the position of Executive Director of Agency, or his or her authorized designee. Whenever an administrative action is required by Agency to implement the terms of this Agreement, the Executive Director, or his or her authorized designee, shall have authority to act on behalf of Agency, except with respect to matters reserved for Agency Board determination. 1.13 Management Units. As used in this Agreement, the term "Management Units" shall have the meaning ascribed in Section 2.6 hereof. 1.14 Moderate Income Household. As used in this Agreement, the term "Moderate Income Household" shall have the meaning as set forth in Health and Safety Code Section 50093, or any successor statute. 1.15 Operating Expenses. As used in this Agreement, the term "Operating Expenses" means, for the applicable period of time, all costs and expenses incurred by Developer in the ordinary course of the management, ownership and/or operation of the Site by Developer. Debt Service is not an Operating Expense. Operating Expenses shall not include any expenses for Capital Improvements, except for Capital Improvements included in the "Approved Budget' (as that term is defined in Section 3.13 hereof) or approved, for the purposes of this Agreement, by the Executive Director or by a Mortgagee for treatment as an Operating Expense. Operating Expenses shall be calculated on a cash basis. 1.16 Operating Income. As used in this Agreement, the term "Operating Income" means, for the applicable period of time, all proceeds received by Developer from the operation of the Site in the ordinary course of business and from any and all sources resulting from or attributable to the operation of the Site in the ordinary course of business, including, without limitation, all rentals, parking receipts, laundry receipts, forfeited security deposits, and all expense reimbursements paid to Developer by tenants residing in Units. Operating Income shall be calculated on a cash basis. 1.17 Qualified Tax Credit Investor. As used in this Agreement, the term "Qualified Tax Credit Investor" shall mean a person or entity who (i) is an experienced limited partner and investor in multifamily housing developments receiving low income housing tax credits issued by the State of California or the United States federal government and (ii) has obtained or is contractually obligated to obtain a limited partnership or limited liability company membership interest in the Project whereby it will receive 90 percent or more of the Tax Credits obtained in connection with the Project. Agency shall have the right to reasonable prior approval of the identity of the Qualified Tax Credit Investor and of the terms and conditions of the limited partnership agreement or other agreement specifying the terms and conditions, including but not limited to terms and conditions concerning timing and amounts of cash contributions toward Project development costs in return for an interest in the owner of the Project and the right to receive Tax Credits. 1.18 Restricted Unit Matrix. As used in this Agreement, the term "Restricted Unit Matrix" shall mean that certain affordability matrix attached hereto and incorporated herein as Exhibit "F". 882/015610-0047 ATTACHMENT NO. 9 169 - 859215 02 a11/01/07 Page 4 of 44 1.19 Tax Credit Program. As used in this Agreement, the term "Tax Credit Program" shall mean the low-income housing tax credit program authorized pursuant to Internal Revenue Code Section 42, California Health and Safety Code Sections 50199.6-50199.19, Revenue and Taxation Code Sections 17057.5, 17058, 23610.4, 23610.5, and applicable federal and State regulations such as 4 California Administrative Code Sections 10300-10340. 1.20 Tax Credits. As used in this Agreement, the term "Tax Credits" shall mean the low income housing tax credits granted by TCAC for the Project pursuant to the Tax Credit Program. 1.21 Tax Credit Regulatory Agreement. As used in this Agreement, the term "Tax Credit Regulatory Agreement" shall mean that certain regulatory agreement to be recorded against the Site as a condition of the receipt by the Project of an allocation by TCAC of four percent (4%) Tax Credits. 1.22 TCAC. As used in this Agreement, "TCAC" shall mean the California Tax Credit Allocation Committee. 1.23 Unit. As used in this Agreement, the term "Unit" or "unit" shall mean a rental apartment dwelling unit on the Site. 1.24 Very Low Income Household. As used in this Agreement, the term "Very Low Income Household" shall have the meaning as set forth in Health and Safety Code Section 50105, or any successor statute. 2.0 RESIDENTIAL RENTAL PROPERTY. 2.1 Construction of the Proiect on the Site. Developer shall construct the Project on the Site in accordance with the Agency Agreements, including the Schedule of Performance set forth in the AHA, for the purpose of providing the Units described herein and in the Agency Agreements. The Project shall be owned, managed, and operated as a rental apartment project, with each of the Units rented to and occupied by Eligible Tenants, as provided in this Agreement. 2.2 Facilities. All of the Units in the Project shall contain facilities for living, sleeping, eating, cooking and sanitation in accordance with the this Agreement, the AHA, the Agency Agreements, and all of the permits and approvals for the Project. 2.3 Residential Use. Without the Agency's prior written consent, which consent may be given or withheld in its sole and absolute discretion, none of the Units in the Project will at any time be utilized on a transient basis or will ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, or trailer court or park, nor shall the Units be used for day care facilities or as a place of business except as may otherwise be allowed by applicable law. 2.4 Conversion of Units. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Developer take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of ownership, ATTACHMENT NO. 9 ^n 882/015610-0047 dot 169 85921502 at 1/01/07 Page 5 of 44 without the prior written approval of Agency which approval may be given or withheld in its sole and absolute discretion. 2.5 No Preference. All of the Units will be available for rental in accordance with the terms of this Agreement, and the Developer shall not give preference to any particular class or group of Eligible Tenants in renting the Units in the Project, except as provided in Section 3.4 below. 2.6 Resident Manager and Staff Unit. Notwithstanding anything to the contrary in this Agreement, two (2) of the Units may be occupied by on -site management (the "Management Units"). The Management Units shall be restricted for rental to and occupancy by Moderate Income Households at an affordable rent, as determined pursuant to Health and Safety Code Section 50053. As of the Effective Date, affordable rent, including a reasonable utility allowance, for a Moderate Income Household is no more than the product of thirty percent (30%) of one hundred ten percent (110%) of AMI adjusted for family size appropriate for the Unit. 2.7 Liability of Developer. Developer and any manager it employs shall not incur any liability under this Agreement as a result of fraud or intentional misrepresentation by a tenant. 3.0 OCCUPANCY OF RESTRICTED UNITS BY ELIGIBLE TENANTS. Developer hereby represents, warrants, and covenants as follows: 3.1 Occupancy Levels. Except as expressly provided herein, throughout the term of this Agreement, the Units shall be continuously occupied or held vacant and available for occupancy by Eligible Tenants in accordance with the Restricted Unit Mix. 3.2 Occupancy By Eligible Tenant. A Unit occupied by an Eligible Tenant who qualified as an Eligible Tenant at the commencement of the occupancy shall be treated as occupied by an Eligible Tenant throughout their tenancy. A Unit previously occupied by an Eligible Tenant and then vacated shall be considered occupied by an Eligible Tenant until the Unit is reoccupied, provided Developer uses its best efforts to re -lease the vacant Unit to an Eligible Tenant. Any vacated Unit shall be held vacant until re -leased to an Eligible Tenant. Developer shall take any or all of the following actions, as necessary, to locate Eligible Tenants for the Project: (i) notification to the City of the available Unit; (ii) advertisement of the available Unit in a newspaper of general circulation in the City; and (iii) contacting and notifying the Riverside County Housing Authority in writing of the available Unit. 3.3 Income Computation and Certification. Immediately prior to an Eligible Tenant's occupancy of a Unit, Developer shall obtain an Income Computation and Certification Form in the form attached hereto and incorporated herein as Exhibit "B", or on a similar form required by TCAC (the "TCAC Income Certification form") if the TCAC Income Certification Form requires inclusion of the same information as required in Exhibit `B", from each such Eligible Tenant dated no more than 90 days prior to the date of initial occupancy in the Project by such Eligible Tenant. In addition, Developer shall provide such further information as may be reasonably required in the future by the Agency for purposes of verifying a tenant's status as an Eligible Tenant, provided the same is reasonably available to Developer without unreasonable ATTACHMENT NO. 9 1 882/015610-W47 1 859215.02 al 1/01,07 Page 6 of 44 expense in connection with obtaining the same. Developer shall use good faith efforts to verify that the income provided by an applicant is accurate by taking the following steps as a part of the verification process: (i) obtain three (3) pay stubs for the most recent pay periods; (ii) obtain a written verification of income and employment from the applicant's current employer; (iii) obtain an income verification form from the Social Security Administration, California Department of Social Services, and/or California Employment Development Department if the applicant receives assistance from any of said agencies; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other evidence and/or verification of such applicant's total income received during the calendar year from any source, taxable or nontaxable, or such other information as is satisfactory to the Agency. Developer shall maintain in its records each Income Computation and Certification Form obtained pursuant to this section for a minimum of five (5) years. 3.4 Rental Priority. During the term of this Agreement, Developer shall use its reasonable commercial efforts to lease the Units to credit -worthy Eligible Tenants in the following order of priority: (i) displaced persons entitled to a preference pursuant to California Health and Safety Code Section 33411.3 or successor statute; and (ii) other persons meeting the eligibility requirements of this Agreement. Developer shall, and Agency may, maintain a list (the "Housing List") of persons who have notified Developer and/or Agency of their desire to rent a Unit in the Project and who have incomes which would qualify them as an Eligible Tenant, and Developer shall offer to rent units on the above -referenced priority basis; provided, however, that Developer shall not be required to prequalify persons on the Housing List. Should multiple tenants be equally eligible (as to income, credit history, and other nondiscriminatory criteria) and qualified to rent a unit, Developer shall rent available Units to Eligible Tenants on a first -come, first -served basis. 3.5 Recertification. Within sixty (60) days prior to the first anniversary date of the occupancy of a Unit by an Eligible Tenant, and on each anniversary date thereafter, Developer shall recertify the income of such Eligible Tenant by obtaining a completed Income Recertification Form, in the form attached hereto and incorporated herein as Exhibit "C", based upon the current income of each known occupant of the Unit; provided, however, that if the TCAC Regulatory Agreement, or a regulatory agreement required to be entered into by Developer as a condition to obtaining tax-exempt bonds to finance the Project, requires Developer to obtain a recertification form which requires inclusion of the same information as required in Exhibit "C", then Developer shall not be deemed to be in default hereunder if during the tern of the TCAC Regulatory Agreement or bond regulatory agreement (as applicable) Developer obtains from each Eligible Tenant the TCAC recertification form or the recertification form required pursuant to the bond regulatory agreement. 3.6 Determination of Affordable Rent. All Units shall be rented at an Affordable Rent. 3.6.1 Rent Schedule and Utility Allowance. Subject to Section 3.11 hereof, Agency will establish maximum monthly allowances for utilities and services to be used by the Developer in calculating Affordable Rent. Developer shall submit to Executive Director for review and approval the Affordable Rent proposed by Developer for all of the Units. Developer shall approve such proposal if it complies with the terms of this Agreement. The maximum ATTACHMENT NO. 9 882/-0047 171 859215.02 75.02 all/01/W Page 7 of 44 � y monthly rent must be recalculated by Developer and reviewed and approved by the Agency annually. 3.6.2 Adiustment of Affordable Rent. Affordable Rent may change as changes in the applicable gross rent amounts, the income adjustments, or the monthly allowance for utilities and services warrant. Any increase in rents is subject to the provisions of outstanding leases. Developer must provide households occupying the Units not less than thirty (30) days prior written notice before implementing any rent increase. 3.7 Certification of Continuing Program Compliance. During the term of this Agreement, on or before each April 1 following the Term Commencement Date, Developer shall annually advise the Agency of the occupancy of the Project during the preceding calendar year by delivering a Certification of Continuing Program Compliance in the form attached hereto and incorporated herein as Exhibit "E", stating (i) the Units of the Project which have been rented to and are occupied by Eligible Tenants and (ii) that to the knowledge of Developer either (a) no unremedied default has occurred under this Agreement, or (b) a default has occurred, in which event the Certification shall describe the nature of the default and set forth the measures being taken by the Developer to remedy such default. Developer shall pay to Agency an annual fee pursuant to Health and Safety Code Section 33418(c) which shall not exceed FIVE HUNDRED DOLLARS ($500) as such amount shall be permitted to increase by the CPI. 3.8 Maintenance of Records. Developer shall maintain complete and accurate records pertaining to the Units, and shall permit any duly authorized representative of the Agency, upon twenty-four (24) hours prior notice and during business hours, to inspect the books and records of Developer pertaining to the Project including, but not limited to, those records pertaining to the occupancy of the Units. 3.9 Reliance on Tenant Representations. Each tenant lease shall contain a provision to the effect that Developer has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. Each such lease shall also include the lease rider attached hereto and incorporated herein as Exhibit "D" and shall state that occupation of the Unit is subject to the income restrictions described in this Agreement. 3.10 Remedy For Excessive Rent Charge. 3.10.1 It shall constitute a default for Developer to charge or accept for any Unit rent amounts in excess of the amount provided for in Section 3.6 of this Agreement. In the event that Developer charges or receives such higher rental amounts, in addition to any other remedy Agency shall have for such default, Developer shall be required to pay to Agency an amount equal to two (2) times the entire amount of rent received in excess of the amount permitted pursuant to this Agreement. 3.10.2 Except as otherwise provided in this Agreement, it shall constitute a default for Developer to knowingly (or without investigation as required herein) initially rent any Unit to a tenant who is not an Eligible Tenant. In the event Developer violates this Section, in ATTACHMENT NO. 9 172 85921 %�Po°47 59215 02 a I I/01/07 Page 8 of 44 addition to any other equitable remedy Agency shall have for such default, Developer, for each separate violation, shall be required to pay to Agency an amount equal to (i) two times the greater of (A) the total rent Developer received from such ineligible tenant, or (B) the total rent Developer was entitled to receive for renting that Unit, plus (ii) any relocation expenses incurred by Agency or the City of La Quinta as a result of Developer having rented to such ineligible person. 3.10.3 It shall constitute a default for Developer to knowingly (or without investigation as required herein) rent a Unit in violation of the leasing preference requirements of Section 3.4 of this Agreement. In the event Developer violates this Section, in addition to any other equitable remedy Agency shall have for such default, Developer, for each separate violation, shall be required to pay Agency an amount equal to two (2) months of rental charges. The terms of this Section shall not apply if Developer rents to an ineligible person as a result of such person's fraud or misrepresentation. 3.10.4 Notwithstanding anything herein to the contrary and subject to Section 3.10.5 below, in the event Developer violates more than one provision of this Section 3.10 in the rental of a specific unit to a specific individual, Developer shall be required to pay to Agency for each such violation the amount listed under the subsection above (e.g., either 3.10.1, 3.10.2, or 3.10.3) that results in the largest payment amount by Developer to the Agency under this Section 3.10, but not the amounts required pursuant to the other subsections, and upon Developer's payment thereof, the default under this Section 3.10 shall be deemed cured with respect to the default for which such penalty is assessed, except to the extent such violation continues after Developer's payment hereunder, in which event the amounts required to be paid pursuant to this Section 3.10 shall apply. THE PARTIES HERETO AGREE THAT THE AMOUNTS SET FORTH IN SECTION 3.10 (THE "DAMAGE AMOUNTS") CONSTITUTE A REASON- ABLE APPROXIMATION OF THE ACTUAL DAMAGES THAT AGENCY WOULD SUFFER DUE TO THE DEFAULTS BY DEVELOPER SET FORTH IN SECTIONS 3.10.1 THROUGH 3.10.3, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE OF HARM TO AGENCY AND ACCOMPLISH- MENT OF AGENCY'S PURPOSE OF ASSISTING IN THE PROVISION OF AFFORDABLE HOUSING TO ELIGIBLE TENANTS THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE AMOUNTS SET FORTH IN THIS SECTION 3.10 SHALL BE THE SOLE MONETARY DAMAGES REMEDY FOR THE DEFAULTS SET FORTH IN THIS SECTION 3.10, BUT NOTHING IN THIS SECTION 3.10 SHALL BE INTERPRETED TO LIMIT AGENCY'S REMEDY FOR SUCH DEFAULT TO SUCH A DAMAGES REMEDY AND IN THAT REGARD AGENCY MAY DECLARE A DEFAULT UNDER THE TERMS OF THE AGENCY NOTE OR OTHER OF THE AGENCY AGREEMENTS. IN PLACING ITS INITIAL AT THE PLACES PROVIDED HEREINBELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND -0047 ATTACHMENT NO. 9 r 173 95921 56 al1/01 asvzis az auiovm Page 9 of 44 THE FACT THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL WHO HAS EXPLAINED THE CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO THE TIME EACH EXECUTED THIS AGREEMENT. DEVELOPER'S INITIALS: AGENCY'S INITIALS: 3.10.5 Notwithstanding anything herein to the contrary, in the event Developer violates Section 3.10.1 hereof, to the extent the tenant from whom Developer charged excess rent still resides in the Project at the time Agency discovers this violation, or Developer knows the location of such tenant, Developer shall, in lieu of paying damages to Agency as described in Section 3.10.1 and 3.10.4 above, refund the tenant the entire amount of excess rent charged to such tenant, calculated with interest at the lesser of the maximum legal rate or ten percent (10%). Developer shall provide evidence to Agency that such payment has been made, within thirty (30) days after Agency provides notice to Developer of the default hereunder. 3.11 Tax Credit Regulatory Agreement. Developer agrees to perform all of Developer's obligations under this Agreement and the Tax Credit Regulatory Agreement. In the event Agency is prevented by a final, non -appealable order of a court of competent jurisdiction in a lawsuit involving the Project, or by an applicable and binding published appellate opinion, or by a final, non -appealable order of a regulatory body having jurisdiction, from enforcing, for any reason, the affordability restrictions set forth in this Agreement or in the AHA, then in such event Agency shall be a third -party beneficiary under the Tax Credit Regulatory Agreement and shall have full authority to enforce any breach or default by Developer under the Tax Credit Regulatory Agreement in the same manner as though it were a breach or default hereunder. Without Agency's prior written consent, which consent may be withheld in Agency's sole and absolute discretion, Developer shall not consent to any amendment of or modification to the Tax Credit Regulatory Agreement which (i) shortens the term of the affordability restrictions on the Units in the Project to a term of less than fifty-five (55) years from the Effective Date or (ii) releases Developer from the requirement that the Units be rented to Eligible Tenants in accordance with the Restricted Unit Matrix. Notwithstanding anything contained in this Agreement to the contrary, if and when the Site is subject to the requirements of the Tax Credit Program and there is a conflict between the requirements of the Tax Credit Program and the provisions set forth in this Agreement, then the provisions of the Tax Credit Program shall prevail. That notwithstanding, the fact that this Agreement and the Tax Credit Program provide for greater, lesser or different obligations or requirements shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 3.12 Annual Statements. As soon as available, and in any event not later than one hundred twenty (120) days after the close of each fiscal year of Developer, financial statements of Developer, including a profit and loss statement, and a consolidated statement of changes in financial position of Developer as at the close of and for such fiscal year, all in reasonable detail, certified by an officer or partner of Developer and, upon request of Agency, if total Operating ATTACHMENT NO. 9 1 7r 882/05562 o-0oa7 Page 10 of 44 859215.02 auiovm g Expenses for such year exceed the total amount set forth in the Approved Budget by more than ten percent (10%), accompanied by a compilation report prepared by a firm of certified public accountants, and in a format, each reasonably acceptable to the Executive Director. 3.13 Pro Forma Budget. As soon as available and in any event not later than of each calendar year beginning with the year in which the Project is completed, Developer shall provide Agency, for the Executive Director's approval, with a detailed projection of Operating Income and budgets of estimated Operating Expenses for the immediately succeeding calendar year (the "Pro Forma Budget") and a detailed cash flow projection for the next succeeding year. Developer shall also submit to Agency on request additional detail, information and assumptions used in the preparation of the Pro Forma Budget. Within fifteen (15) days following its receipt of the Pro Forma Budget, Agency shall deliver to Developer its written approval or disapproval thereto, which approval shall not be unreasonably withheld. If Agency disapproves the Pro Forma Budget, it shall set forth its reasons with reasonable specificity. If Agency fails to indicate either its approval or disapproval of the Pro Forma Budget within such period, then Agency shall be deemed to have approved the Pro Forma Budget as submitted by Developer. Once the Pro Forma Budget is approved or deemed approved by Agency, such approved Pro Forma Budget shall become the "Approved Budget" for the entire applicable calendar year. Developer shall use commercially reasonable efforts to operate the Site during such calendar year within the Approved Budget; provided, however, that Developer shall not be required to obtain the approval of Agency for any deviation from the Approved Budget so long as the total Operating Expenses and expenditures for Capital Improvements paid or incurred during such calendar year do not exceed the originally budgeted amount thereof in the Approved Budget by more than five percent (5%) in the aggregate. To the extent required hereunder, any request by Developer to deviate from the Approved Budget shall be submitted to Agency in writing with an explanation thereof and shall be accompanied by supporting information for the request. Agency shall reasonably respond to any such request within fifteen (15) days of the receipt of same and if Agency fails to do so, such request shall be deemed to be approved. 4.0 MAINTENANCE. 4.1 Maintenance Obligation. Developer agrees to and shall maintain all interior and exterior improvements, including landscaping, on the Site in a first class condition and repair (and, as to landscaping, in a healthy condition) and in accordance with all of the permits and approvals for the Project, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials. Agency places prime importance on quality maintenance to protect its investment and to ensure that all Agency - assisted affordable housing projects within the City are not allowed to deteriorate due to below - average maintenance. Normal wear and tear of the Site improvements will be acceptable to Agency assuming Developer agrees to perform all necessary Site improvements to assure the Site is maintained in good condition. Maintenance requirements shall include that: (a) no improperly maintained landscaping shall be visible from public rights -of -way, including (i) no lawns with grasses in excess of six (6) inches in height, (ii) no trees, shrubbery, lawns, and other W ATTACHMENT NO. 9 859215. eazroisea] aPage 11 of 44 173 1/O7/07 g plant life dying from lack of water or other necessary maintenance, (iii) no trees, hedges, or shrubbery grown uncontrolled without proper pruning, (iv) no vegetation so overgrown as to be likely to harbor rats or vermin, and (v) no dead, decayed, or diseased trees, weeds, and/or other vegetation; (b) no yard areas shall be left unmaintained, including (i) no broken or discarded furniture, appliances, or other household equipment stored in yard areas for periods exceeding one (1) week, (ii) no packing boxes, lumber, trash, dirt, or other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties, (iii) no unscreened trash cans, bins, or containers stored for unreasonable periods in areas visible from public property or neighboring properties, and (iv) no vehicles parked or stored in areas other than approved parking areas; (c) no buildings may be left in an unmaintained condition, including (i) no violations of state law, Uniform Codes, or City ordinances, (ii) 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, (iii) no broken windows or chipped, cracked, or peeling paint, (iv) no conditions constituting hazards and/or inviting trespassers or malicious mischief, and (v) no graffiti or accumulation of waste or debris. Developer shall make all repairs and replacements necessary to keep the improvements in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. In the event that Developer breaches any of the covenants contained in this Section and Developer does not commence to cure such breach within five (5) business days after written notice from Agency (with respect to graffiti, debris, waste material, landscaping, and general maintenance) or thirty (30) days after written notice from Agency (with respect to building improvements), and after commencing the cure to diligently prosecute such cure to completion, then Agency, in addition to whatever other remedy it may have at law or in equity, shall have the right, but not the obligation, to enter upon the Site and perform all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Site, and to attach a lien on the Site, or to assess the Site, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by Agency and/or costs of such cure, including a fifteen percent (15%) administrative charge, which amount shall be promptly paid by Developer to Agency upon demand. 4.2 Lien. If the costs incurred pursuant to Section 4.1 are not reimbursed within thirty (30) days after Developer's receipt of notice thereof, or if Developer fails to timely pay other sums required to be paid to Agency under this Agreement when due (after notice and an opportunity to cure, as set forth in Section 10 or Section 11 (as applicable)), the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of ten percent (10%) per annum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorney's fees, shall be a lien and charge, with power of sale, upon the property interests of Developer, and the rents, issues and profits of such property. Agency may bring an action at law against Developer to pay any such sums or foreclose the lien against Developer's property interests. Any such lien may be enforced by sale by the Agency following recordation of a Notice of Default of Sale given in the manner and time required by law as in the case of a deed of trust; such sale to be conducted in accordance with the provisions of Section 2924, et seq., of the California Civil Code, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law. No lien recorded by Agency pursuant to this Section 4.2 shall defeat or render invalid the lien of any senior mortgage or deed of trust. ATTACHMENT NO. 9 , 176 85921502 a1101 Page 12 of 44 asses oz anioi�m g 5.0 MANAGEMENT. 5.1 Marketing Plan. Prior to the Agency's issuance of a Release of Construction Covenants for the Project, Developer shall submit for the approval of the Executive Director, which approval shall not unreasonably be withheld, a plan for marketing the rental of the Units (the "Marketing Plan"). The Marketing Plan shall include affirmative marketing procedures and requirements. The Marketing Plan shall include a plan for publicizing the availability of the Units within the City in a manner which gives notice to residents of the City, such as notices in any Agency sponsored newsletter, newspaper advertising in local newspapers and notices in City offices and community centers. 5.2 Long Term Management of the Project. Prior to, and as a condition of, the Agency's issuance of a Release of Construction Covenants for the Project, Developer shall submit for the reasonable approval of the Executive Director a "Management Plan" which sets forth in detail the identity and the duties of the person or entity retained by Developer to operate and manage the Project (the "Property Manager"), tenant selection criteria, the tenant selection and income certification process, a security system and crime prevention program, the procedures for determining Affordable Rent and for the collection of rent, occupancy limits and the procedures for monitoring of occupancy levels, the procedures for eviction of tenants, the rules and regulations of the Project and manner of enforcement, the initial standard lease form, and other matters relevant to the management of the Project. Developer may from time to time submit amendments and modifications to the Management Plan for the reasonable approval of the Executive Director. The management of the Project shall be in compliance with the Management Plan. 5.3 Gross Mismanagement. In the event of "Gross Mismanagement" (as that term is defined below) of the Project, Agency shall have the authority to require that such Gross Mismanagement cease immediately, and further to require the immediate replacement of the manager. Agency shall provide written notice to Developer of the event(s) of Gross Mismanagement occurring and Developer shall have five (5) business days after receipt of such notice to commence to cure, correct, or remedy the event(s) of Gross Mismanagement identified in the Agency's notice and to notify the Agency's Executive Director of the steps taken to effect such cure, correction, or remedy, and upon commencing such cure, correction, or remedy to thereafter diligently prosecute such cure, correction, or remedy to completion. For purposes of this Agreement the term "Gross Mismanagement" shall mean management of the Project in a manner which materially violates the terms and/or intention of this Agreement to operate an affordable rental housing complex of the highest standard, and shall include, but is not limited to, the following: 5.3.1 Knowingly leasing a Unit to an ineligible tenant or tenants whose income exceeds the prescribed levels; 5.3.2 Knowingly allowing the tenants to exceed permitted occupancy levels without taking immediate steps to stop such overcrowding; 5.3.3 Knowingly allowing a tenant to sublease his or her Unit at a rent that exceeds an Affordable Rent; ATTACHMENT NO. 9 177 882/015610-0047 859215.02 al 1/01/07 Page 13 of 44 5.3.4 Failing to timely maintain the Project and the Site in the manner required by this Agreement or failing to submit materially complete reports; 5.3.5 Failing to timely submit the reports as required by this Agreement; 5.3.6 Fraud in connection with any document or representation relating to this Agreement or embezzlement of Project monies; and 5.3.7 Failing to fully cooperate with law enforcement in its attempts to maintain a crime -free environment on the Site. 5.4 Lease Approval. The initial form lease agreement to be used by Developer for the rental of any of the Units ("Lease Agreement"), and any changes to such form Lease Agreement regarding the provisions required by this Agreement, including, but not limited to, the provisions required by Section 3.9, to be included in the form Lease Agreement, shall be reasonably approved in advance by Agency's Executive Director prior to the initial use of the lease form and prior to the first. use of the changed form. 5.5 Operating Reserve. Developer shall, or shall cause the Property Manager to, set aside in a separate interest -bearing trust account the sum of Three Hundred Fifty Thousand Dollars ($350,000) ("Operating Reserve") and shall provide evidence reasonably satisfactory to Agency's Executive Director of compliance herewith, and shall thereafter retain such amount in the Operating Reserve, to cover shortfalls between Operating Income and actual Project costs. In the event that Developer's permanent lender reasonably requires a different type of account for the Operating Reserve or requires different terms for such account, Developer shall request Agency's Executive Director's approval, which approval shall not be unreasonably withheld, to modify the requirements of this paragraph to meet such requirements of Developer's permanent lender. Following the first anniversary date of the City's issuance of the certificate of occupancy for the Project on the Site, Developer may request release of the Operating Reserve to Developer and cancellation of the Operating Reserve upon written request to Agency's Executive Director accompanied by an audited financial statement evidencing sufficient Project income showing, to the reasonable satisfaction of Agency's Executive Director, that the Operating Reserve is no longer required. 5.6 Capital Replacement Reserve. Developer shall, or shall cause the Property Manager to, annually set aside a minimum of Six Hundred Dollars ($600.00) per unit per year (for example, for 218 units, the annual amount would be One Hundred Thirty Thousand Eight Hundred Dollars ($130,800.00) into a capital replacement reserve account (the "Capital Replacement Reserve"). Funds in the Capital Replacement Reserve shall be used for Capital Improvements. As Capital Improvements become necessary, the Capital Replacement Reserve shall be the first source of payment therefor. Funds in the Capital Replacement Reserve account may be distributed to Developer (or others) only upon the prior written approval of the Agency's Executive Director, which approval may be given or withheld in the Executive Director's reasonable discretion. ATTACHMENT NO. 9 178 992/015610-0047 ' 859215 02 al1/01/ Page 14 of 44 07 g The non -availability of funds in the Capital Replacement Reserve does not in any manner relieve Developer of the obligation to undertake necessary capital repairs and improvements and to continue to maintain the Site in the manner prescribed in this Agreement. Notwithstanding anything herein to the contrary, in the event that one of the conditions of Developer's receipt of obtaining the MHP Loan is the establishment of a capital reserve to fund Capital Improvements, then during the term of the documents governing the MHP Loan, Developer shall not be deemed in default hereunder if Developer is in compliance with such condition. 6.0 COMPLIANCE WITH LAWS: ENVIRONMENTAL MATTERS. 6.1 Compliance With Laws. Developer shall comply with (i) all ordinances, regulations and standards of the City, Agency, County of Riverside, any regional governmental entity, State of California, and federal government applicable to the Site; (ii) all rules and regulations of any assessment district of the City with jurisdiction over the Site; and (iii) all applicable labor standards of California law and federal law; and (iv) the requirements of California law and federal law with respect to the employment of undocumented workers or illegal aliens. 6.2 Waiver and Release. Subject to Section 221 of the AHA, which requires the Agency to indemnify Developer in certain, specified circumstances, Developer hereby waives, releases, acquits, and forever discharges Agency, its officers, officials, members, employees, agents, and representatives, and their respective heirs, successors, personal representatives, and assigns, of and from any liability for the physical or environmental condition of the Site, or for removal or remediation of Hazardous Materials, or repair or alteration of the physical condition of the Site. Developer accepts and approves the physical and environmental condition of the Site in its "AS IS" 'WHERE IS" "WITH ALL FAULTS" condition. 6.2.2 Definitions. For the purposes of this Agreement, unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified: 6.2.2.1 The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the County of Riverside, the State of California, a regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to ATTACHMENT NO. 9 882/015610-0047 tl 859215 02 al1/01/07 Page 15 of 44 Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C..6901 et sue. (42 U.S.C..6903) or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C., 9601 et seq. 6.2.2.2 The term "Hazardous Materials Contamination" shall mean the contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Site by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time emanating from the Site. 6.2.2.3 The tern "Governmental Requirements" shall mean all past, present and future laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Site is located, and any other state, county city, political subdivision, agency, instrumentality or other entity exercising jurisdiction over the Site. 6.2.3 Indemnity. Developer shall save, protect, defend, indemnify and hold harmless Agency and the City and their respective officers, officials, members, employees, agents, and representatives from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, without limitation, consultants' fees, investigation and laboratory fees, reasonable attorneys' fees and remedial and response costs) (the foregoing are hereinafter collectively referred to as "Liabilities") which may now or in the future be incurred or suffered by Agency or City or their respective officers, officials, members, employees, agents, or representatives by reason of, resulting from, in connection with, or existing in any manner whatsoever as a direct or indirect result of (i) Developer's placement on or under the Site of any Hazardous Materials or Hazardous Materials Contamination after the Effective Date, (ii) the escape, seepage, leakage, spillage, discharge, emission or release from the Site of any Hazardous Materials or Hazardous Materials Contamination after the Effective Date, or (iii) any Liabilities incurred under any Governmental Requirements relating to the acts described in the foregoing clauses (i) and (ii); provided, however, that the same shall not apply to acts or omissions following Agency's or City's conduct of a foreclosure sale or acceptance of a deed in lieu thereof. 6.3 Duty to Prevent Hazardous Material Contamination. Developer shall take commercially reasonable action to prevent the release of any Hazardous Materials into the environment. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, Developer shall install and utilize such equipment and implement and adhere to such procedures as are consistent with the standards generally applied by apartment complexes in Riverside County, California as respects the disclosure, storage, use, removal, and disposal of Hazardous Materials. 6.4 Obli¢ation of Developer to Remediate Premises. Notwithstanding the obligation of Developer to indemnify Agency, City, and their respective officers, officials, members, ATTACHMENT NO. 9 882/015610-GO47 Page 16 of 44 8592ls 02 a11/01/07 g ' employees, agents, and representatives pursuant to Section 6.2.3, Developer shall, at its sole cost and expense, promptly take (i) all actions required by any federal, state, regional, or local governmental agency or political subdivision or any Governmental Requirements and (ii) all actions necessary to make full economic use of the Site for the purposes contemplated by this Agreement and the AHA, which requirements or necessity arise from the presence upon, about or beneath the Site, prior to Agency's or City's conduct of a foreclosure sale or acceptance of a deed in lieu thereof, of any Hazardous Materials or Hazardous Materials Contamination for which Developer is responsible. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Site, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. 6.5 Environmental Inquiries. Developer, when it has received any notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, or cease and desist orders related to Hazardous Materials or Hazardous Materials Contamination, or when Developer is required to report to any governmental agency any violation or potential violation of any Governmental Requirement pertaining to Hazardous Materials or Hazardous Materials Contamination, shall concurrently notify Agency's Executive Director, and provide to him/her a copy or copies, of the environmental permits, disclosures, applications, entitlements or inquiries relating to the Site, the notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self -reporting requirements, and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and Developer shall report to the Executive Director, as soon as possible after each incident, any unusual, potentially important incidents. In the event of a responsible release of any Hazardous Materials into the environment, Developer shall, as soon as possible after it becomes aware of the release, furnish to the Executive Director a copy of any and all reports relating thereto and copies of all correspondence with governmental agencies relating to the release. Upon request of the Executive Director, Developer shall furnish to the Executive Director a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the Site including, but not limited to, all permit applications, permits and reports including, without limitation, those reports and other matters which may be characterized as confidential. 7.0 INSURANCE. 7.1 Duty to Procure Insurance. Developer, for the term of this Agreement, shall procure and keep in full force and effect or cause to be procured and kept in full force and effect for the mutual benefit of Developer and Agency, and shall provide Agency evidence reasonably acceptable to Agency's Executive Director, insurance policies meeting the minimum requirements set forth below: 7.1.1 Commercial General Liability insurance with respect to the Site and the operations of or on behalf of Developer, in an amount not less than Three Million Dollars ($3,000,000) per occurrence combined single limit including products, completed operations, contractual, bodily injury, personal injury, death and property damage liability per occurrence, subject to such increases in amount as Agency may reasonably require from time to time; provided, that the percentage increase in coverage shall not be required to exceed the percentage ATTACHMENT NO. 9 1 1 85921 502 aI1/ 1 asvzis oz auiovm Page 17 of 44 increase in the CPI. Unless otherwise approved in advance by the Agency Executive Director, the insurance to be provided by Developer may provide for a deductible or self -insured retention of not more than Ten Thousand Dollars ($10,000), with such maximum amount to increase at the same rate as the periodic increases in the minimum amount of total insurance coverage set forth above. 7.1.2 With respect to the improvements and any fixtures and furnishings to be owned by Developer on the Site, insurance against fire, extended coverage, vandalism, and malicious mischief, and such other additional perils, hazards, and risks as now are or may be included in the standard "all risk" form in general use in Riverside County, California, with the standard form fire insurance coverage in an amount equal to full actual replacement cost thereof, as the same may change from time to time. The above insurance policy or policies shall include coverage for earthquakes to the extent generally and commercially available at commercially reasonable rates, if such insurance is generally obtained for rental apartment projects of this size and type in the counties of Los Angeles, Orange County, Riverside, and San Bernardino. Agency shall be a loss payee under such policy or policies and such insurance shall contain a replacement cost endorsement. 7.2 Policy Requirements. All policies of insurance required to be carried by Developer shall meet the following requirements and contain the following endorsements, provisions, or clauses (as applicable): 7.2.1 The policies shall be written by responsible and solvent insurance companies licensed in the State of California and having policyholders' rating of A or better, in the most recent addition of `Best's Key Rating Guide -- Property and Casualty." A copy of each paid -up policy evidencing such insurance (appropriately authenticated by the insurer) or a certificate of the insurer, certifying that such policy has been issued, providing the coverage required herein, and containing the provisions specified herein, shall be delivered to Agency on or prior to the date of this Agreement, and thereafter, upon renewals, not less than thirty (30) days prior to the expiration of coverage. Agency may, at any time, and from time to time, inspect and/or copy any and all insurance policies required to be procured by Developer hereunder. In no event shall the limits of any policy be considered as limiting the liability of Developer hereunder. 7.2.2 The insurer shall not cancel or materially alter the coverage provided by such policy in a manner adverse to the interest of the insured without first giving Agency a minimum of thirty (30) days prior written notice by certified mail, return receipt requested; and 7.2.3 A waiver by the insurer of any right to subrogation against Agency and City, and their respective officers, officials, members, employees, agents, and representatives, which arises or might arise by reason of any payment under such policy or policies or by reason of any act or omission of Agency or City or their respective officers, officials, members, employees, agents, or representatives. 7.2.4 The Agency and the City and their respective officers, officials, members, employees, agents, and representatives shall be named as additional insureds on the Commercial General Liability policies. 882/015610-0047 ATTACHMENT NO. 9 , 182 859215.02 a 11/01/07 Page 18 of 44 7.2.5 Coverage provided by these policies shall be primary and non- contributory to any insurance carried by the Agency or City or their respective officers, officials, members, employees, agents, or representatives. 7.2.6 Failure to comply with reporting provisions shall not affect coverage provided to Agency and its officers, officials, members, employees, agents, or representatives. 7.3 Failure to Procure Insurance. If Developer fails to procure and maintain the above -required insurance despite its availability, then Agency, in addition to any other remedy which Agency may have hereunder for Developer's failure to procure, maintain, and/or pay for the insurance required herein, may (but without any obligation to do so) at any time or from time to time, after thirty (30) days written notice to Developer, procure such insurance and pay the premiums therefor, in which event Developer shall immediately repay Agency all sums so paid by Agency together with interest thereon at the maximum legal rate. 8.0 OBLIGATION TO REPAIR 8.1 Obligation to Repair and Restore Damage Due to Casualty Covered by Insurance. Subject to Section 8.3 below, if the Project shall be totally or partially destroyed or rendered wholly or partly uninhabitable by fire or other casualty required to be insured against by Developer, Developer shall promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the Project to substantially the same condition as the Project is required to be maintained in pursuant to this Agreement, whether or not the insurance proceeds are sufficient to cover the actual cost of repair, replacement, or restoration, and Developer shall complete the same as soon as possible thereafter so that the Project can continue to be operated and occupied as an affordable housing project in accordance with this Agreement. Subject to extensions of time for "Enforced Delay" events (as defined in Section 22 of this Agreement) occurring after the casualty event, in no event shall the repair, replacement, or restoration period exceed fifteen (15) months from the date Developer obtains insurance proceeds, unless the Agency Executive Director, in his or her sole and absolute discretion, approves a longer period of time. Agency shall cooperate with Developer, at no expense to Agency, in obtaining any governmental permits required for the repair, replacement, or restoration and, upon issuance of such permits Agency shall promptly release control of any insurance proceeds within Agency's control. If, however, the then -existing laws of any other governmental agencies with jurisdiction over the Site do not permit the repair, replacement, or restoration, Developer may elect not to repair, replace, or restore the Project by giving notice to Agency (in which event Developer shall be entitled to all insurance proceeds but Developer shall be required to remove all debris from the Site) or Developer may reconstruct such other improvements on the Site as are consistent with applicable land use regulations and approved by the City, Agency, and the other governmental agency or agencies with jurisdiction. In such event, the Agency Agreements, including this Agreement, shall automatically terminate and Agency shall cooperate to remove the Agency Agreements from title. If Developer fails to obtain insurance as required by this Agreement (and Agency has not procured such insurance and charged Developer for the cost), Developer shall be obligated to ATTACHMENT NO. 9 i 1 3 182/015610-0047 Pa e 19 of 44 859215 02 all/O1,07 g reconstruct and repair any partial or total damage to the Project and improvements located on the site in accordance with this Section 8.1. 8.2 Continued Operations. During any period of repair, Developer shall continue, or cause the continuation of, the operation of the apartment complex on the Site to the extent reasonably practicable from the standpoint of prudent business management. 8.3 Damage or Destruction Due to Cause Not Required to be Covered by Insurance. If the improvements comprising the Project are completely destroyed or substantially damaged by a casualty for which Developer is not required to (and has not) insured against, then Developer shall not be required to repair, replace, or restore such improvements and may elect not to do so by providing Agency with written notice of election not to repair, replace, or restore within ninety (90) days after such substantial damage or destruction. In such event, (i) Developer shall remove all debris from the Site, and (ii) the Agency Agreements, including this Agreement, shall automatically terminate and Agency shall cooperate to remove the Agency Agreements from title. As used in this Section 8.3, "substantial damage" caused by a casualty not required to be (and not) covered by insurance shall mean damage or destruction which is fifty percent (50%) or more of the replacement cost of the improvements comprising the Project. In the event Developer does not timely elect not to repair, replace, or restore the improvements as set forth in the first sentence of this Section 8.3, Developer shall be conclusively deemed to have waived its right not to repair, replace, or restore the improvements and thereafter Developer shall promptly commence and complete the repair, replacement, or restoration of the damaged or destroyed improvements in accordance with Section 8.1 above and continue operation of the apartment complex during the period of repair (if practicable) in accordance with Section 8.2 above. 9.0 LIMITATION ON TRANSFERS. 9.1 Sale or Transfer of the Project. Developer covenants that during the term of this Agreement Developer shall not assign this Agreement or transfer the Site or any of its interests therein except as provided in this Section 9.0. 9.2 Transfer Defined. As used in this Article 9.0, the term "Transfer" shall include any assignment, hypothecation, mortgage, pledge, conveyance, or encumbrance of this Agreement, the Site, or the improvements thereon. A Transfer shall also include the transfer to any person, entity, or group of persons or entities acting in concert of more than twenty-five percent (25%) (in the aggregate) of the present ownership and/or control of any person or entity constituting Developer, taking all transfers into account on a cumulative basis. In the event any entity constituting Developer, or the constituent partners or members of Developer or any successor of Developer, is a corporation or trust, such transfer shall refer to the transfer of the issued and outstanding capital stock of such corporation, or of beneficial interests of such trust; in the event that any entity constituting Developer, or the constituent partners of Developer or any successor of Developer is a limited or general partnership, such transfer shall refer to the transfer of more than twenty-five percent (25%) of such limited or general partnership interest; in the event that any entity constituting Developer, or the constituent members of Developer or any successor of Developer is a limited liability company, such transfer shall refer to the transfer of more than twenty-five percent (25%) of such membership interest; in the event that any entity ATTACHMENT NO. 9 0 882/015610-0047 Page 20 of 44 ' 0 184 859215 02 al 1/01/07 g constituting Developer, or the constituent partners of Developer or any successor of Developer is a joint venture, such transfer shall refer to the transfer of more than twenty-five percent (25%) of the ownership and/or control of any such joint venture partner, taking all transfers into account on a cumulative basis. 9.3 Agency Approval of Transfer Required. Except as set forth below, Developer shall not Transfer this Agreement or any of Developer's rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, without the prior written approval of Agency, which approval shall not be unreasonably withheld, conditioned, or delayed, and any such purported Transfer without such approval shall be null and void. In addition to the foregoing and notwithstanding anything in this Section to the contrary, so long as the Project is encumbered by a deed of trust (other than a deed of trust the beneficiary of which is the Agency), any proposed transferee or assignee must also receive the prior written consent of the beneficiary of such deed of trust, if required by such deed of trust, before Agency shall approve such transfer or assignment; provided, however, that such consent of beneficiary shall not obligate Agency to approve such Transfer. Notwithstanding the foregoing, the following types of transfers shall not require Agency approval but as with all Transfers shall be subject to Section 9.4: (a) transfers to a limited liability company in which Developer has a greater than fifty percent (50%) ownership and management interest; (b) transfers to a limited partnership in which Developer or its wholly controlled Affiliate is the general partner; (c) any mortgage, deed of trust, sale and leaseback, or other form of conveyance required for any reasonable method of financing or refinancing the development of the Site, including all direct and indirect costs related thereto; (d) the leasing of individual rental units on the Site provided that such leasing is in accordance with the terms of this Agreement; (e) Transfers resulting from the death or mental or physical incapacity of an individual; (f) Transfers in trust for the benefit of a spouse, children, grandchildren, or other family member, or for charitable purposes; (g) Transfers of stock in a publicly -held corporation or of the beneficial interest in ay publicly -held partnership or real estate investment trust; or (h) the conveyance or dedication of portions of the Site to the City or other governmental entity, or the granting of easements or permits to facilitate the development of the Site. ATTACHMENT NO. 9 859215.02U-0047 1, 18 �J 859215.02 all/01/07 Page 21 of 44 (i) the transfer by the Qualified Tax Credit Investor to an entity that has the same general partner or managing member as the Qualified Tax Credit Investor. (j) the removal by the Qualified Tax Credit Investor of the general partner for a default under the partnership agreement, provided the replacement general partner is reasonably satisfactory to Agency. 9.4 Assignment and Assumption Agreement. In the absence of specific written agreement by Agency, no Transfer by Developer of all or any portion of its interest in the Site or this Agreement, whether or not requiring the approval by Agency, shall be deemed to relieve Developer or any successor party from the obligation to timely complete construction of the Project. In addition, no attempted Transfer of any of Developer's obligations hereunder shall be effective unless and until Developer and the transferee or successor party execute and deliver to Agency a binding assignment and assumption agreement in a form reasonably approved by Agency's legal counsel. 9.5 Permitted Transferee. A "Permitted Transferee" under this Agreement shall be a transferee or assignee that either, (i) has been approved by the Agency Executive Director or (ii) is a transferee of a Transfer not requiring the approval of the Agency Executive Director pursuant to the terms of this Agreement, and in both the cases described in the foregoing clauses (i) and (ii) has executed and delivered to the Agency Executive Director an assignment and assumption agreement pursuant to Section 9.4. 10.0 EVENTS OF DEFAULT BY DEVELOPER. Subject to extensions of time pursuant to the terms of Section 22, the occurrence of one or more of any of the following events shall constitute an "Event of Default" by Developer hereunder if Developer shall have not cured, corrected, or remedied such failure within, unless a shorter or longer cure period is provided for specific defaults elsewhere in this Agreement, thirty (30) days following the service on Developer of a written notice from Agency specifying the failure complained of, or if it is not practicable to cure or remedy such failure within such thirty (30) day period (which impracticality shall not apply to monetary defaults), within such longer period as shall be reasonable under the circumstances provided that Developer has commenced to cure within the same thirty (30) day period and has diligently prosecuted such cure to completion: 10.1 Construction of the Project on the Site has not commenced within the time set forth in the AHA; or 10.2 Construction of the Project on the Site is not completed within the time set forth in the AHA; or 10.3 Developer shall abandon or surrender the Site; or 10.4 Developer is in default of the Agency Note and has not cured such default within the cure period applicable to such default as set forth in the Agency Note; or ATTACHMENT NO. 9 882/015610-0047 859215 02 a11/01/07 Page 22 of 44 10.5 Developer is in material default of any of the covenants, terms or provisions of this Agreement or any of the Agency Agreements; or 10.6 Developer voluntarily files or has involuntarily filed against it any petition under any bankruptcy or insolvency act or law and the same has not been dismissed within sixty (60) days thereafter; or 10.7 Developer is adjudicated a bankrupt; or 10.8 Developer makes a general assignment for the benefit of creditors in violation of the terms of this Agreement or any of the Agency Agreements. 10.9 Developer is in default, beyond any applicable cure period, of either of the following: (i) any senior indebtedness encumbering the Site, or (ii) the Tax Credit Regulatory Agreement and the other party has not waived the default. Notwithstanding anything herein to the contrary, whenever the Agency shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer of the terms hereunder, the Agency shall at the same time deliver a copy of such notice or demand to the Qualified Tax Credit Investor. The Qualified Tax Credit Investor (insofar as the rights of the Agency are concerned) shall have the right, at its option, within thirty (30) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default. Such cure period shall run concurrently with the Developer's cure period described in this Article 10.0. 11.0 REMEDIES OF AGENCY. In the event Developer defaults in the performance or observance of any covenant, agreement or obligation of Developer pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by Agency (or such lesser period as may apply under Section 4.1), or, in the event said default cannot be cured within said time period, Developer has failed to commence to cure such default within the applicable time period and diligently prosecute said cure to completion, then Agency may declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: 11.1 With respect to (i) the physical condition of the Site, or (ii) Developer's Gross Mismanagement of the Project, enter the Site and correct or cause to be corrected said default and charge the costs thereof (including costs incurred by Agency in enforcing this provision) to the account of Developer, which charge shall be due and payable within thirty (30) days after presentation by Agency of a statement of all or part of said costs, and if such bill is not timely paid then to (A) place a lien on the Site for said amount due plus interest at the maximum legal rate, or (B) foreclose with respect to Agency's lien on the Site for said amount due plus interest at the maximum legal rate; 11.2 Correct or cause to be corrected said default and pay the costs thereof (including costs incurred by Agency in enforcing this provision) from the proceeds of any insurance; 5610.0047 ATTACHMENT NO. 9 , 187 s921 8 sni s 02 an iovm Page 23 of 44 11.3 Exercise its right to maintain any and all actions or proceedings at law or suits in equity to compel Developer to correct or cause to be corrected said default, or to foreclose as a result thereof, including without limitation exercise of Agency's rights under the Agency Deed of Trust; 11.4 Have a receiver appointed to take possession of Developer's interest in the Site, with power in said receiver to administer Developer's interest in the Site, to collect all funds available to Developer in connection with its operation and maintenance of the Site, and to perform all other actions consistent with Developer's obligations under this Agreement as the court deems proper; 11.5 Terminate this Agreement by written notice to Developer and seek repayment of any remaining principal and accrued interest then owing on the Agency Note; 11.6 With respect to a default for which foreclosure would be an available remedy, exercise the right to foreclose, or, during the period which is five (5) days prior to the foreclosure sale date, exercise the right to purchase the Project from Developer, for a purchase price equal to the appraised value of the Site less (i) the outstanding amount due under any senior indebtedness, (ii) the amount due under the Agency Note, (iii) any delinquent taxes and assessments owing on the Site, and (iv) any reasonable costs incurred by Agency to effect the curing of a default and purchase of the Project, including but not limited to escrow fees and attorney's fees. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 12.0 NONDISCRIMINATION. 12.1 Antidiscrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Developer, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site, or any part thereof (except as permitted by this Agreement). 12.2 Anti -Discrimination Clauses in Agreements. Developer agrees for itself and any successor in interest that Developer shall refrain from restricting the rental, sale, or lease of any portion of the Site, or contracts relating to the Site, on the basis of race, color, creed, religion, sex, marital status, ancestry, or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 12.2.1 In deeds: "The grantee herein covenants by and for itself, its 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 18 asvolse2aooa ATTACHMENT NO. 9 Page 859215.0all/0007 Pe 24 of 44 g race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 12.2.2 In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of status, race, color, creed, religion, sex, marital status, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee 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, sublessees, subtenants, or vendees in the land herein leased." 12.2.3 In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of status, race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of land." 13.0 COVENANTS TO RUN WITH THE LAND. Developer hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Developer hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land, and shall pass to and be binding upon the Developer's successors in title to the Site; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall automatically expire. All covenants established in this Agreement shall, without regard to technical classification or designation, be binding for the benefit of the Agency, and such covenants shall run in favor of the Agency for the entire term of this Agreement, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. Each and every contract, deed or other instrument hereafter executed covering or conveying the Site or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations, and restrictions, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed or other instrument. Agency and Developer hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that Developer's legal interest in the ATTACHMENT NO. 9 80.W47 a59z 921 561i s 02 anrouo7 Page 25 of 44 Site is rendered less valuable thereby. Agency and Developer further hereby declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Project by Eligible Tenants, the intended beneficiaries of such covenants, reservations, and restrictions, and by furthering the public purposes for which the Agency was formed. Developer, in exchange for the Agency entering into the AHA, hereby agrees to hold, sell, and convey the Site subject to the terms of this Agreement. Developer also grants to the Agency the right and power to enforce the terms of this Agreement against the Developer and all persons having any right, title or interest in the Site or any part thereof, their heirs, successive owners and assigns. The covenants set forth in this Agreement shall remain in effect for a period terminating on the earliest of (i) fifty-five (55) years following the Effective Date; (ii) foreclosure by Agency with respect to the Site; and (iii) foreclosure by a senior lender. 14.0 INDEMNIFICATION. Developer agrees for itself and its successors and assigns to indemnify, defend, and hold hannless Agency, City, and their respective officers, officials, members, employees, agents, and representatives from and against any loss, liability, claim, or judgment relating in any manner to the Project excepting only any such loss, liability, claim, or judgment arising out of the intentional wrongdoing or gross negligence of Agency, City, or their respective officers, officials, members, employees, agents, or representatives, except with respect to those actions described in the last sentence of Section 221 of the AHA. 15.0 UTILITIES AND TAXES. Developer, while in possession of the Site, and each successor or assign of Developer while in possession of the Site, shall remain fully obligated for the payment of (i) real and personal property taxes and assessments in connection with the Site, and (ii) all charges for all utilities serving the Site for which Developer is responsible. 16.0 ATTORNEYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any condition, covenant, representation or warranty in this Agreement, or otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the other expert witness fees, and its reasonable attorney's fees and costs. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery. 17.0 AMENDMENTS. The Developer and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by either of the parties hereto, lending institutions, or financial consultants to the Agency, provided such requests are consistent with 0aoo°7 ATTACHMENT NO. 9 190 859215 o2ai vovo� Page e 26 of 44 svzi s 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 or substantially increase the risk to the Agency. 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. 18.0 NOTICE. Formal notices, demands, and communications between Agency and Developer shall be sufficiently given if (i) personally delivered, (ii) delivered by a reputable same -day or overnight courier services that provides a receipt showing date and time of delivery, (iii) delivered by United States mail, registered or certified, postage prepaid, return receipt requested, or (iv) delivered by facsimile transmission, provided the original of the faxed communication is delivered within twenty-four (24) hours by one of methods described in clauses (i), (ii), or (iii) of the foregoing. Delivery shall be made to the following addresses: If to Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director Fax: (760)777-7101 With a copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. Fax: (714)546-9035 If to Developer: Coachella Valley Housing Coalition 45-701 Monroe Street, Suite G, Plaza 1 Indio, CA 92201 Attn: Fax: With a copy to: Gubb & Barshay LLP Fifty California Street, Suite 3155 San Francisco, CA 94111 Attn: Natalie L. Gubb, Esq. Fax: (415)781-6967 Notices that are personally delivered, delivered by messenger/courier, or by fax (provided there is compliance with the terms of clause (iv) above) shall be deemed effective upon receipt. Notices delivered by mail shall be deemed effective upon the earlier of actual receipt by the addressee thereof or the expiration of forty-eight (48) hours after depositing in the United States Postal System in the manner described in this Section. Such written notices, demands, and ATTACHMENT NO. 9 1 882/015610-0047 Page 27 of 44 �' 859215 02 al1/O1/07 g communications may be sent in the same manner to such other addresses as a party may from time to time designate by mail. 19.0 NONLIABILITY OF AGENCY OFFICIALS. No officer, official, member, employee, agent, or representative of Agency shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by Agency or for any amount which may become due to Developer or successor or on any obligations under the terms of this Agreement or any of the Agency Agreements. 20.0 TRANSACTIONS WITH AFFILIATES. Developer shall have the right to enter into contracts with subsidiaries, affiliates and other related entities for the purpose of providing cleaning, maintenance and repair services, insurance policies and other purposes related to the operation of the Site, provided that all such costs and charges are competitive with the costs, charges, rent and other sums which would be paid by or to, as the case may be, an unrelated third party. Agency acknowledges and agrees that Developer may act as its own general contractor or may engage a third party licensed contractor for the constructions of any improvements on the Site and that will be entitled in so doing to earn a commercially reasonable fee. 21.0 SEVERABILITY/WAIVER/INTEGRATION/INTERPRETATION; ENTIRE AGREEMENT. 21.1 Severabilitv. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 21.2 Waiver. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of Agency or Developer, as applicable. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not invalidate this Agreement nor shall it be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 21.3 Inte arg tion. This Agreement contains the entire Agreement between the parties concerning the subject matter hereof and neither party relies on any warranty or representation not contained in this Agreement. 21.4 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. 21.5. Entire Agreement. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements ATTACHMENT NO. 9 19 882/015610-0047 Pa e 28 Of 44 859215 02 a]1/01/07 g between the parties or their predecessors -in -interest with respect to all or any part of the subject matter hereof. 22.0 ENFORCED DELAY; EXTENSIONS OF TIME. Performance by a party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority litigation; unusually severe weather; inability to secure necessary labor, materials or tools; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency or City shall not excuse performance by Agency or City unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise reasonable diligence to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within fifteen (15) days after the sending party has knowledge, or should have obtained knowledge, of the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project (except as a result of an omission or breach by Agency), (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, or (iii) interest rates or economic or market conditions. Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Developer. The Agency Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. 23.0 THIRD PARTY BENEFICIARY. The City of La Quinta is deemed a third party beneficiary of the terms and covenants contained in this Agreement and has the right, but not the obligation, to enforce the terms and covenants contained herein. 24.0 FUTURE ENFORCEMENT. The parties hereby agree that should the Agency cease to exist as an entity at any time during the term of this Agreement, the City of La Quinta shall have the right to enforce all of the terms and conditions herein, unless the Agency had previously specified another entity to enforce this Agreement. 25.0 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. ATTACHMENT NO. 9 193 85610-0047 Page 29 of 44 8592159215 02 aI 1/01i07 a g 26.0 NO MERGER. The covenants, terms, and provisions of this Agreement shall not merge with any grant deed or other instrument pertaining to the conveyance of any interest in real property. 27. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [end - signature page follows] ATTACHMENT NO. 9 ' 19 4 882/015610-0047 Page 30 Of 44 859215 02 a11/01r07 g IN WITNESS WHEREOF, the Agency and Developer have executed this Regulatory Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on the date first written hereinabove. ATTEST: Secretary Date: APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic L-fi Thomas Genovese Executive Director "DEVELOPER" COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation signature printed name ATTACHMENT NO. 9 ' ` 193 882/015610-0047 Page e 31 of 44 859215 02 a] 1/01/07 STATE OF CALIFORNIA ss. COUNTY OF On , before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. [SEAL] STATE OF CALIFORNIA ss. COUNTY OF Notary Public On , before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] ATTACHMENT NO. 9 19 S 859215.02all /0 V07 g eavoiseaooa Page 32 of 44 EXHIBIT "A" LEGAL DESCRIPTION OF SITE All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 4 OF PARCEL MAP NO. 33588, RECORDED ON AUGUST 18T", 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. ATTACHMENT NO. 9 197 882/015610-0047 859215 02 a11/01/07 Page 33 of 44 EXHIBIT `B" INCOME COMPUTATION AND CERTIFICATION FORM [See following pages] ATTACHMENT NO. 9 ' 193 1 82/015010-0047 Page 34 of 44 asnis.oz ai vovo7 g CITY OF LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico, La Quinta, CA 92253 INCOME COMPUTATION AND CERTIFICATION FORM (Affordable Housing Eligibility for Renter Occupied Unit PART I. PROPERTY FINANCED WITH GOVERNMENT ASSISTANCE Property Address: PART II. TENANT HOUSEHOLD INFORMATION Date of Birth Soc. Sec. # Relationship TOTAL NUMBER OF PERSONS IN HOUSEHOLD: (Please list information on other household members below) Mailing Address: Telephone Numbers: Work (� Home(_) PART III. GROSS HOUSEHOLD INCOME Complete the following, attach copies of required verification as specified below. Attach a note explaining any significant changes in household income between the previous year and the current year. INFORMATION IS REQUIRED FOR ALL MEMBERS OF THE HOUSEHOLD AGE 18 OR OLDER REGARDLESS OF WHETHER THEY CONTRIBUTE TO THE COSTS OF THE HOUSEHOLD. If you are not required to file a tax return, please indicate this in Part V by your signature. ANN INCOME ANN INCOME INCOME SOURCES for owner others in hshld VERIFICATIONS (needed for file) A. Employment earnings Last tax return & last 3 pay stubs, employer verification B. Self-employment earnings Last 2 tax returns & current financial stint C. Social Security (OASDI) Annual award letter D. Supplemental Security Income (SSI) Annual award letter E. Public assistance (AFDC, general Current benefit statement assistance, unemployment, etc.) F. Pension (s) Annual award letter, year end stint, W-2 G. Interest income Last 2 statements for all accounts H. Investment income (stocks, bonds, real estate, etc.) Last 2 statements for all accounts I. Room rental Rental agreement, copies of checks, etc. L Other income (list type/source) ATTACHMENT NO. 9 882/015610 0047 859215 02 a1 1/01/07 Page 35 of 44 K. TOTAL INCOME (sum of A thm .I) 12 months = me. income PART IV. PROPERTY STATUS Will this property be your primary residence? Will someone other than the individuals listed above be occupying this property? If yes - Name of occupants: Telephone Number: My/our housing expenses are as follows: 1. Monthly tenant rent 2. Average monthly utilities Mailing Address: PART V. TENANT CERTIFICATION I/We understand that after the initial eligibility determination, completion of monitoring forms is required on an annual basis. I/We certify that I/we have disclosed all information pertaining to my/our application and that the information presented in the foregoing Sections I through IV is true and accurate to the best of my (our) knowledge. Tenant Date Tenant For more information regarding this application, please contact management staff at (760) Comments: FOR OFFICE USE ONLY Date Information verified Income category Maximum allowable annual income % of median) Applicant's annual income gross monthly max housing costs Management Staff Date 882/015610 0047 859215.02 a06/02/03 36 209 EXHIBIT "C" INCOME RECERTIFICATION FORM [See following pages] ATTACHMENT NO. 9 201 a8VOIS610-0047 s59215.02 au/ov07 Page 37 of 44 LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico, La Quinta, CA 92253 INCOME RECERTIFICATION FORM (Renter Occupied Unit) PART L GENERAL INFORMATION 1. Property Owner Name 2. Renter Name 3. Property Address La Quinta, CA 92253 (Please include P.O. Box No. if applicable) 4. Has there been a change in ownership of this property during the preceding 12 month period? Yes ( ) No ( ) (If yes, please explain) PART II. UNIT INFORMATION 5. Number of Bedrooms 6. Number of Occupants Names: PART III. AFFIDAVIT OF RENTER I, , and I, as renters of units assisted pursuant to the La Quinta Redevelopment Agency's (the "Agency") Affordable Housing Program (the "Program"), do hereby represent and warrant that the following computation includes all income (Uwe) anticipate receiving for the 12-month period commencing on January 1, 20_ (including the renter(s) and all family members of the renters): (a) amount of wages, salaries, overtime pay, commissions, fees, tips and bonuses, and payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay (before payroll deduction) (b) net income from business or profession or rental of property (without deduction for repayment of debts or expansion of business) _ (c) interest and dividends (d) periodic receipts such as social security, annuities, pensions, retirement funds, insurance policies, disability or death benefits, alimony, child support, regular contributions or gifts from persons not occupying unit (e) public assistance allowance or grant plus excess of maximum allowable for shelter or utilities over the actual allowance for such purposes 882/015610-0047 ATTACHMENT NO. 9 ,, 202 859215.02 au/ovo7 Page 38 of 44 (f) regular and special pay and allowances of a member of armed services (whether or not living in the dwelling) who is head of the family or spouse Subtotal (a) through (f) _ LESS: Portion of above items which are income of a family member who is less than 18 years old or a full-time student TOTAL ELIGIBLE INCOME NOTE: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payment such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; government benefits to a veteran for education; special pay to a serviceman head of family away from home and under hostile fire; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; relocation payments under Title II of Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. 2. This affidavit is made with the knowledge that it will be relied upon by the Landlord and the Agency to determine maximum income for eligibility and (Uwe) warrant that all information set forth in this Part III is true, correct and complete and based upon information (Uwe) deem reliable and that the estimate contained in paragraph 1 is reasonable and based upon such investigation as the undersigned deemed necessary. 3. (I/We) will assist the Landlord and the Agency in obtaining any information or documents required to verify the statements made in this Part III and have attached hereto a copy of our federal income tax return for the last year (20 ). 4. (I/We) acknowledge that (Uwe) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) agreement with the Landlord to rent the unit and will additionally enable the Agency to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. B. (My/Our) monthly housing expenses are limited to the following: Base rent 2. Average Monthly Utilities 3. Other (explain) (I/We) understand that completion of monitoring forms is required on an annual basis and agree to notify the La Quinta Redevelopment Agency in writing of any change in ownership or rental of the unit. (FWe) do hereby swear under penalty of perjury that the foregoing statements are true and correct. Date Renter(s) 5610-0U47 ATTACHMENT NO. 9 I t. 8 e5921vvs 02 ai 1i01i07 Page 39 of 44 203 EXHIBIT "D" LEASE RIDER [See following page] ATTACHMENT NO. 9 , ^ 204 85921 5610-0047 ssz�s.oz ei 1m1ro7 Page 40 of 44 _(Project Name)_ AFFORDABLE HOUSING PROJECT Lease Rider RESIDENT: (if there is more than one adult occupant, each person must sign the rider) LEASE DATE: UNIT NO.: The undersigned tenant(s) hereby certify and agree as follows: 1. Income Certification. The attached income certification is true, correct and complete. Uwe agree to provide a similar certification annually upon request during the term of my occupancy. 2. Employer Verification. The landlord or property manager has my permission to verify my/our income from any sources of income I/we receive. 3. False Statements. If the income certification and/or lease application submitted by me/us is false, or if Uwe fail to provide annual certifications, the landlord or property manager will have the right to terminate my/our lease and recover possession of my/our Unit. Uwe understand that the landlord and property manager are relying on this income certification in accepting me/us as a tenant, and the landlord or property manager will be seriously harmed if my/our income does not qualify the Unit for the affordable housing program. 4. This rider shall be considered as part of my/our lease. Date: Tenant Tenant Tenant Tenant ATTACHMENT NO. 9 205 882/015610-0047 859215 02 al1/01/07 Page 41 of 44 EXHIBIT "E" CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE [See following page] ATTACHMENT NO. 9 , 206 85921 5 02a11/01/07 g s0aoo°7 Page 42 of 44 592 CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE The undersigned, being duly authorized to execute this certificate on behalf of , owner of the Project, hereby represents and warrants that: 1. He/she has read and is thoroughly familiar with the provisions of the Second Amended and Restated Affordable Housing Agreement between the La Quinta Redevelopment Agency and Coachella Valley Housing Coalition. 2. As of June 30, 20, the following number of residential units in the _ Project (i) are currently occupied by tenants qualifying as Eligible Tenants at Affordable Rents; (ii) are currently occupied by Moderate Income Tenants; or (iii) are currently vacant and being held available for occupancy by Eligible Tenants and have been so held continuously since the date Eligible Tenants vacated such unit, as indicated: i. Units occupied by Eligible Tenants a. _ units occupied by 35% AMI Very Low Income Households b. units occupied by 40% AMI Very Low Income Households C. units occupied by Very Low Income Households ii. Units occupied by Moderate Income Tenants Tenants but is less than one hundred twenty percent (120%) of AMI iii. vacant units 3. The unit number, unit size, the tenant paid rental amount charged and collected, the number of occupants and the income of the occupants for each restricted unit in the Project is set forth on the attached list. All restricted units in the Project are rented at Affordable Rent. OWNER NAME Dated: 20_ By: (Printed name and title) ATTACHMENT NO. 9 207 182/015610-0047 859215 02 ell/01/07 Page 43 of 44 EXHIBIT "F" RESTRICTED UNIT MATRIX Size No. of Square 35% VLI 40% VLI VLI MI Units Footage One bedroom 22 549 — 683 5 5 12 0 Two bedrooms 68 771 — 931 12 13 43 0 Three bedrooms 104 1004 —1203 21 22 59 2 Four bedrooms 24 1206 —1272 4 5 15 0 35% VLI = 35% Very Low Income Household 40% VLI = 40% Very Low Income Household VLI = Very Low Income Household MI = Moderate Income Household (Management Units) ATTACHMENT NO. 9 203 882/015610-o047 Page 44 of 44 859215 02 all/01/07 ug ATTACHMENT NO. 10 RELEASE OF CONSTRUCTION COVENANTS [TO BE INSERTED] 882/015610-0047 ' 209 s5e215M2 auimro7 ATTACHMENT NO. 10 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director [NOTE: RECORD AS PARTIAL RELEASE OF AGREEMENT] (Space Above Line for Recorder's Use Only) (Exempt from Recording Fee per Gov. Code 27383) RELEASE OF CONSTRUCTION COVENANTS WHEREAS, COACHELLA VALLEY HOUSING COALITION, a California nonprofit corporation ("Developer"), is the owner of fee title to that certain real property legally described in Exhibit "A" attached hereto and incorporated herein by reference (the "Site"); and WHEREAS, by a Second Amended and Restated Affordable Housing Agreement (hereinafter referred to as the "Agreement") dated , by and between Developer and the La Quinta Redevelopment Agency, a public body corporate and politic ("Agency"), Developer has redeveloped the Site in accordance with the Agreement; and WHEREAS, pursuant to Section of the Agreement, promptly after Developer's completion of the "Project" (as that term is defined in the Agreement) upon the Site, and upon request by Developer, Agency shall furnish Developer with a Release of Construction Covenants in such form as to permit it to be recorded in the Official Records of the County of Riverside; and WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be conclusive evidence that Developer has complied with the terms of the Agreement pertaining to the development of the Site; and WHEREAS, Developer has requested that Agency furnish Developer with the Release of Construction Covenants; and WHEREAS, Agency has conclusively determined that the rehabilitation of the Site has been satisfactorily completed as required by the Agreement; NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that development of the Site has been fully and satisfactorily performed and completed, and that such development is in full compliance with said Agreement. 682/015610-0047 ATTACHMENT NO. 10 2 1 0 859215 02 .11/01/07 Page I of 5 2. This Release of Construction Covenants shall not constitute evidence of Developer's compliance with the following agreements, the provisions of which shall continue to run with the land until termination thereof in accordance with the terms thereof: (i) Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, by and between Developer as borrower and Agency as beneficiary, dated and recorded on , as Instrument No. , in the Office of the Riverside County; and (ii) Regulatory Agreement and Declaration of Covenants and Restrictions by and between Developer and Agency, and recorded on , as Instrument No. in the Office of the Riverside County Recorder. 3. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Site, or any part thereof. 4. This Release of Construction Covenants is not a Notice of Completion as referred to in California Civil Code Section 3093. 5. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of any agreements or documents referenced therein. IN WITNESS WHEREOF, Agency has executed this Release of Construction Covenants as of this __ day of , LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic LOW Executive Director ATTACHMENT NO. 10 211 882/015610-0047 859215 02 al1/01/07 Page 2 of 5 CONSENT TO RECORDATION COACHELLA VALLEY HOUSING COALITION ("Owner'), owner of the fee interest in the real property legally described in Attachment No. 1 hereto, hereby consents to the recordation of the foregoing Release of Construction Covenants against said real property. COACHELLA VALLEY HOUSING COALITION, a California nonprofit benefit corporation ATTACHMENT NO. 10 212 85921 502a1101 Page 3 of 5 '' 859275 02 all/OIi07 g STATE OF CALIFORNIA ss. COUNTY OF On , before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] ATTACHMENT NO. 10 213 882/015610-0047 Page 4 of 5 859215 02 al1/01/07 g EXHIBIT "A" LEGAL DESCRIPTION OF SITE All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 4 OF PARCEL MAP NO. 33588, RECORDED ON AUGUST 18TH, 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA ATTACHMENT NO. 10 214 882/015610-0047 Page 5 of 5 859215.02 a1 IM/07 g ATTACHMENT NO. 11 MEMORANDUM OF SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT [SEE ATTACHED DOCUMENT] ATTACHMENT NO. 11 219 882/015610-0047 859215 02 al l/01,07 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (Space Above For Recorder's Use) This Memorandum of Second Amended and Restated Affordable Housing Agreement is recorded at the request and for the benefit of the La Quinta Redevelopment Agency and is exempt from the payment of a recording fee pursuant to Government Code § 27383. MEMORANDUM OF SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT This MEMORANDUM OF SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT ("Memorandum") is entered into this day of _ 12007, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation ("Developer"). This Memorandum is made with reference to the following: 1. On or about the date of this Memorandum, Developer acquired from Agency fee title to that certain real property located in the City of La Quinta, County of Riverside, State of California, more particularly described in the legal description attached hereto as Exhibit "A" and incorporated herein by this reference (the "Property"). 2. On or about , Agency and Developer entered into that certain Second Amended and Restated Affordable Housing Agreement (the Affordable Housing Agreement") which provides for Developer to develop the Property. The definitions of all terms contained in the Affordable Housing Agreement shall apply to this Memorandum. 3. The Affordable Housing Agreement provides for Agency and Developer to enter into this Memorandum and to record the same in the Official Records of the County of Riverside to provide notice to all persons of the existence of said Affordable Housing Agreement and to cause the Affordable Housing Agreement to run with the Property and be binding on Owner and Owner's successors -in -interest as to the Property. ATTACHMENT NO. 11 216 882/015610-0047 Page 1 of 4 859215 02 al1101/07 g 4. This Memorandum may be executed in several counterparts, and all so executed shall constitute one agreement binding on both parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart. IN WITNESS WHEREOF, Agency and Developer have entered into this Memorandum as of the date first set forth above. ATTEST: Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency "Agency" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic In Its: Executive Director "Developer" COACHELLA VALLEY HOUSING COALITION, a California nonprofit, public benefit corporation In Its: ATTACHMENT NO. 11 217 882/015610-0047 Page 2 Of 4 859215.02 al V01,07 g STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On , before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On , before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] ATTACHMENT NO. 11 , ^ 21 g 80.0047 Page 3 of 4 85921 5619215 02 al1/01/07 g EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 4 OF PARCEL MAP NO. 33588, RECORDED ON AUGUST 18T", 2005, IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. ATTACHMENT NO. 11 ' 219 882/015610-0047 Page 4 of 4 859215 02 a11/01/07 g ATTACHMENT NO. 12 PROJECT BUDGET [TO BE INSERTED] 229 682/015610-0047 s5921502au/01/07 ATTACHMENT NO. 12 �\f� f( | \� � §�|� \�| � f § ) Bl�a -til|| � l � / /} k ��|���\ �4 0 221 - ---------- d ak on 4 , 222 ATTACHMENT NO. 13 PROJECT PROFORMA [TO BE INSERTED] 9R2/015610-0047 6 2213 a59215.02 a] 1/01/07 ATTACHMENT NO. 13 naDCD fO�NN A n�N W MRC wtTn�N� 0NO2,0W 800P,NCO oN0OoA0 NMD NCOl 0MNN7O70, Npp N�N. q'I Q p�pp0N�(WpD tO(OQI�e- NN OU)(D ONN U) M V 1 N N N N $ntD� OU)Uf NOOM �AU7N mNNop W cq W W O S W m �n�OCD of Q000 � O n(q OD OaDP �OODQ QM�p� ID aa'?(D �NpGN W pppp� U)U)Q U)N NIO MQ OD U)tO Qf�N �AC4 0)V a (pQM� 0) m N f0 f0 OD A O CD f0 e- r NQODN<81 P. 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