1998 10 06 RDATit4t 4 4Q"
Redevelopment Agency
Agenda
CITY COUNCIL CHAMBER
78-495 Calle Tampico
La Quinta, California 92253
Regular Meeting
October 6, 1998 - 2:00 P.M.
CALL TO ORDER
a. Roll Call
PUBLIC COMMENT
Beginning Res. No. RA 98-07
This is the time set aside for public comment on any matter not scheduled for a public hearing. Please
complete a "request to speak" form and limit your comments to three minutes.
Please watch the timing device on the podium.
CLOSED SESSION
NOTE: TIME PERMITTING, THE CITY COUNCIL MAY CONDUCT CLOSED SESSION DISCUSSIONS DURING THE
DINNER RECESS. ADDITIONALLY, PERSONS IDENTIFIED AS NEGOTIATING PARTIES WHERE THE CITY IS
CONSIDERING ACQUISITION OF THEIR PROPERTY ARE NOT INVITED INTO THE CLOSED SESSION MEETING.
CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR PURSUANT TO GOVERNMENT
CODE SECTION 54956.8 CONCERNING THE POTENTIAL TERMS AND CONDITIONS OF
ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY LOCATED AT THE NORTHEAST
CORNER OF EISENHOWER DRIVE AND CALLE TAMPICO. PROPERTY OWNER/NEGOTIATOR:
PETER MURRAY.
PUBLIC COMMENT - 3:00 pm
This is the time set aside for public comment on any matter not scheduled for a public hearing. Please
complete a "request to speak" form and limit your comments to three minutes.
Please watch the timing device on the podium.
one 0A.
CONFIRMATION OF AGENDA
APPROVAL OF MINUTES
a. Approval of Minutes of September 15, 1998
BUSINESS SESSION
CONSENT CALENDAR
Note: Consent Calendar items are considered to be routine in nature and will be approved by one
motion.
APPROVAL OF DEMAND REGISTER DATED OCTOBER 6, 1998.
STUDY SESSION - None
DEPARTMENT REPORTS
CHAIR AND BOARD MEMBERS' ITEMS
Page 2
PUBLIC HEARINGS
JOINT PUBLIC HEARING WITH THE LA QUINTA CITY COUNCIL
AFFORDABLE HOUSING AGREEMENT BY AND BETWEEN THE LA QUINTA REDEVELOPMENT
AND CATELLUS RESIDENTIAL GROUP FOR AN 86 SINGLE-FAMILY RESIDENTIAL LOT
SUBDIVISION AND 118 SENIOR APARTMENTS WITH RECREATIONAL AMENITIES ON
APPROXIMATELY 40 ACRES LOCATED AT THE NORTHWEST CORNER OF JEFFERSON
STREET AND 48T" AVENUE.
A) RESOLUTION ACTION.
ADJOURNMENT
DECLARATION OF POSTING
I, Saundra L. Juhola, Secretary of the La Quinta Redevelopment Agency, do hereby declare that the
foregoing agenda for the Redevelopment Agency meeting of October 6, 1998 was posted on the
outside entry to the Council Chamber, 78-495 Calle Tampico and on the bulletin board at the La
Quinta Chamber of Commerce and at Albertson's, 78-630 Highway 1 1 1, on Friday, October 2,
1998.
Da : October 2, 1998
AUNDRA L. JUMOLA, Secretary
La Quinta Redevelopment Agency
PUBLIC NOTICE
The La Quinta City Council Chamber is handicapped accessible. If special equipment is needed for
the hearing impaired, please call the City Clerk's Office at 777-7025, 24-hours in advance of the
meeting and accommodations will be made.
Page 3
TWit 4 4Q„mrw
COUNCIL/RDA MEETING DATE: OCTOBER 6, 1998
ITEM TITLE:
Demand Register Dated October 6, 1998
AGENDA CATEGORY:
BUSINESS SESSION
CONSENT CALENDAR
STUDY SESSION
PUBLIC HEARING
RECOMMENDATION: Approve Demand Register Dated Dated October 6, 1998
Prepaid Warrants:
34451 - 34467
49,176.99
34468
142.44
34469 - 34475
9,741 .86
34476 - 34477
1,723.68
Wire Transfers
632,350.77
P/R 1774
1,152.12
P/R 1775 - 1842
79,143.52
P/R Tax Transfers
22,861.02
P/R PERS Transfers
16,488.33
P/R ICMA Transfers
4,960.16
Payable Warrants:
34478 - 34627 1,091,613.68
$1,909,354.57
Demand of Cash - RDA $176,829.00
City Demands
RDA Demands
$1,732,525.57
176,829.00
$1,909,354.57
John M. Falconer, Finance Director
000004
City of La Quinta Wire Transfers
09/ 14/98
09/ 18/98
09/17/98
09/22/98
Escrow Payment - Downing
Escrow Payment - Ibarra
Escrow Payment - Salomon
Semi Annual Debt Service - 96 City Hall Refunding
56,350.00
45,000.00
65, 000.00
466,000.77 _
632,350.77
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ACCOUNTS PAYABLE - AP5005 CHECK REGISTER 3:25PM 09/11/98
CITY OF LA QUINTA BANK ID: DEF PAGE 1
CHECK
NUMBER
CHECK
DATE
VENDOR
NO. NAME
***NO CHECKS WERE USED FOR PRINT ALIGNMENT.***
PAYMENT
AMOUNT
34451
09/11/98
&00670
CITY OF CANYON LAKE
25.00
34452
09/11/98
&00671
DAVID ROSS MILLER
214.36
34453
09/11/98
&00672
DESERT VALLEY MONUMENT
1007.09
34454
09/11/98
BRI100
BRINKS INC
250.00
34455
09/11/98
CAL040
CALIFORNIA VISION SERVICE
1142.30
34456
09/11/98
CAN050
CANADA LIFE ASSURANCE CO
516.93
34457
09/11/98
COS050
COSTCO BUSINESS DELIVERY
366.74
34458
09/11/98
INF030
INFORMATION RESOURCES
125.00
34459
09/11/98
JAGO50
JAGUAR COMPUTER SYS INC
387.90
34460
09/11/98
LAQ050
LA QUINTA CITY EMPLOYEES
11.00
34461
09/11/98
LIC050
PAMELA LICALSI
341.81
34462
09/11/98
PRI050
PRINCIPAL MUTUAL
42537.54
34463
09/11/98
SEQ050
SEQUOIA PACIFIC SYSTEMS
16.16
34464
09/11/98
SUN075
SUNLINE TRANSIT AGENCY
811.50
34465
09/11/98
TRA030
TRANSAMERICA INSURANCE
53.48
34466
09./11/98
UNI005
UNITED WAY OF THE DESERT
2.00
34467
09/11/98
UNU050
UNUM LIFE INS
1368.18
CHECK TOTAL 49,176.99
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ACCOUNTS PAYABLE - AP5005 CHECK REGISTER
CITY OF LA QUINTA BANK ID: DEF
CHECK CHECK VENDOR
NUMBER DATE NO. NAME
***NO CHECKS WERE USED FOR PRINT ALIGNMENT.***
34468 09/15/98 ELRO10 EL RANCHITO
CHECK TOTAL
09:41AM 09/16/98
PAGE 1
PAYMENT
AMOUNT
142.44
142.44
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ACCOUNTS PAYABLE - AP5005 CHECK REGISTER
CITY OF LA QUINTA BANK ID: DEF
CHECK CHECK VENDOR
NUMBER DATE NO. NAME
34469
34470
34471
34472
34473
34474
34475
***NO CHECKS WERE USED FOR PRINT ALIGNMENT.***
09/17/98
&00673
HOLIDAY INN
09/17/98
CLE010
CLERK OF SUPERIOR
COURT
09/17/98
LAQ040
LA QUINTA CHAMBER
COMMERC
09/17/98
LAQ050
LA QUINTA CITY EMPLOYEES
09/17/98
RIV040
RIV CNTY DISTRICT
ATTORNY
09/17/98
RIV070
RIVERSIDE COUNTY
EMPLOYEE
09/17/98
UNIO05
UNITED WAY OF THE
DESERT
CHECK TOTAL
1:21PM 09/17/98
PAGE 1
PAYMENT
AMOUNT
552.94
150.00
720.00
319.00
361.50
7496.92
141.50
9,741.86
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ACCOUNTS
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CHECK
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CITY OF
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BANK
ID: DEF
CHECK
CHECK
VENDOR
NUMBER
DATE
NO.
NAME
***NO CHECKS
WERE USED
FOR PRINT ALIGNMENT.***
34476
09/22/98
TR0030
KELLY TROPPLE
34477
09/22/98
UNU050
UNUM LIFE INS
CHECK TOTAL
09:55AM 09/22/98
PAGE 1
PAYMENT
AMOUNT
360.00
1363.68
1,723.68
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?Gr�`3
ACCOUNTS PAYABLE - AP5005 CHECK REGISTER 4:01'PM 09/'23/98
CITY OF LA QUINTA BANK ID: DEF PAGE 1
CHECK
NUMBER
34478
34479
34480
34481
34482
34483
34484
34485
34486
34487
34488
34489
34490
34491
34492
34493
34494
34495
34496
34497
34498
34499
34500
34501
34502
34503
34504
34505
34506
34507
34508
34509
34510
34511
34512
34513
34514
34515
34516
34517
34518
34519
34520
34521
34522
34523
34524
CHECK
DATE
VENDOR
NO. NAME
***NO CHECKS WERE USED FOR PRINT ALIGNMENT.***
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
09/23/98
&00590
&00591
&00592
&00593
&00594
&00595
&00596
&00597
&00598
&00599
&00600
&00601
&00674
ALC050
ALL100
AME200
ARRO10
ART001
ASCO01
ATC010
ATT030
AUT030
BAN005
BAN150
BEN050
BER150
BET100
BOU050
CAD010
CAL010
CAL028
CAL100
CAM050
CAR050
CDW050
CHAP02
CHI010
COA082
COA085
COM030
CON020
COS050
DEC050
DER010
DES010
CRG HOUSING LLC CITRUS
JAIME ACEVEDO
MARK ANDERSON
HUMBERTO CARDENAS
TERRI A. CRUMP
FANTASY SPRINGS
GERARDO MELGOSA
HOWARD MUSASHI
LAURE NIELSEN
LUIS OLIVEIRA
PAMELA PROFFER
DAVE WEDDLE
ICEBERG ICE CREAM
BOB ALCALA
ALLIANCE SERVICE STATION
AMERIPRIDE UNIFORM SVCS
ARROW PRINTING COMPANY
ARTS WIRE
A & S COFFEE SERVICE
ATCO MANUFACTURING CO
AT&T WIRELESS LONG-DIST
AUTOMATED TELECOM
BANCAMERICA ATUO FIN CORP
BANK OF NEW YORK
SUSAN BENAY
** AP CHECK RUN VOID **
BERRYMAN & HENIGAR INC
OLGA S BETANCOURT
FRED BOUMA
** AP CHECK RUN VOID **
CADET UNIFORM SUPPLY
CAL WEST ENGINEERING
CALIFORNIA JOURNAL
CALIFORNIA TURF
CAMPBELL ENTERPRISES
CAREER TRACK
CDW COMPUTER CENTERS INC
CHARRIE CHAPPIE
CHIEF AUTO PARTS
COACHELLA VALLEY WATER
COACHELLA VALLEY WATER
COMSERCO
CONTINUING EDUCATION
COSTCO BUSINESS DELIVERY
DECISION MANAGEMENT CO
DEBBIE DERENARD
DESERT BUSINESS MACHINES
PAYMENT
AMOUNT
186046.29
35.00
25.00
35.00
154.00
35.00
35.00
25.00
25.00
35.00
25.00
25.00
25.00
200.00
620.45
85.12
4310.00
100.00
204.00
145.50
6.90
81.08
690.00
236.00
50.00
6144.00
50.00
25.00
475.66
3667.00
49.00
790.18
265.54
21.50
817.51
50.00
64.64
500.00
15232.83
103.90
178.32
449.63
128.91
110.08
116.62
ACCOUNTS PAYABLE - AP5005 CHECK REGISTER 4:01PM 09/23/98
CITY OF LA QUINTA BANK ID: DEF PAGE 2
CHECK
NUMBER
CHECK
DATE
VENDOR
NO. NAME
PAYMENT
AMOUNT
34525
09/23/98
DES011
DESERT CITIES GIVING TREE
90.00
34526
09/23/98
DESO40
DESERT JANITOR SERVICE
1328.00
34527
09/23/98
DESO43
DESERT MAP & AERIAL PHOTO
1165.20
34528
09/23/98
DES060
DESERT SUN PUBLISHING CO
2766.45
34529
09/23/98
DES065
DESERT TEMPS INC
1928.12
34530
09/23/98
EAG100
EAGLE/BENEFICIAL NATL BNK
286.98
34531
09/23/98
ECO010
ECONO SEWER SERVICES
10399.00
34532
09/23/98
EIS010
EISENHOWER IMMEDIATE CARE
310.00
34533
09/23/98
EVA050
DAVID EVANS & ASSOC INC
1875.00
34534
09/23/98
FED010
FEDERAL EXPRESS CORP
267.25
34535
09/23/98
FIN050
F.I.N.D
60.00
34536
09/23/98
FIS050
FISHER BUSINESS SYSTEMS
214.42
34537
09/23/98
FRA020
FRANKLIN QUEST CO
39.22
34538
09/23/98
GAS010
GASCARD INC
19.94
34539
09/23/98
GRA007
GRAINGER
67.11
34540
09/23/98
GTE010
GTE CALIFORNIA
400.40
34541
09/23/98
GUT010
ARTURO GUTIERREZ
35.00
34542
09/23/98
HER010
JERRY HERMAN
56.32
34543
09/23/98
HOA010
HUGH HOARD INC
5766.44
34544
09/23/98
HOL030
HOLMES & NARVER INC
9574.03
34545
09/23/98
HOM030
HOME DEPOT
73.00
34546
09/23/98
HOR100
DODIE HORVITZ
356.39
34547
09/23/98
HSU010
HSUS/ANIMAL SHELTERING
12.00
34548
09/23/98
HUF100
HUFCOR AIR WALL
2200.00
34549
09/23/98
HUL010
KATHRYN HULL
50.00
34550
09/23/98
IMPO10
IMPERIAL'IRRIGATION DIST
14551.56
34551
09/23/98
INF100
INFORMATION TECHNOLOGY
788.55
34552
09/23/98
IRWO10
JOSEPH IRWIN
50.00
34553
09/23/98
JOB020
JOBS AVAILABLE INC
28.00
34554
09/23/98
JON010
SABBY JOHATHAN
35.00
34555
09/23/98
JUD010
JUDICIAL DATA SYSTEMS COR
103.92
34556
09/23/98
KEL010
KELLY TEMPORARY SERVICES
1166.77
34557
09/23/98
KIN050.
KINKO'S
21.98
34558
09/23/98
KOR050
KORVE ENGINEERING, INC
6909.80
34559
09/23/98
LAC010
L A CELLULAR
1057.30
34560
09/23/98
LAQ040
LA QUINTA CHAMBER COMMERC
37500.00
34561
09/23/98
LAQ100
LA QUINTA VOLUNTEER FIRE
375.00
34562
09/23/98
LEW010
TOM LEWIS
50.00
34563
09/23/98
LIN050
JAMES LINDSEY
146.88
34564
09/23/98
L00010
LOCK SHOP INC
155.18
34565
09/23/98
LOG020
MARK LOGAN LANDSCAPE INC
4418.00
34566
09/23/98
MAH100
CYRILLE P MAHFOUD
30.00
34567
09/23/98
MCDO10
MC DOWELL AWARDS
254.83
34568
09/23/98
MCK010
McKESSON WATER PRODUCTS
664.95
3.4569
09/23/98
MIR010
MIRASOFT INC
42.50
34570
09/23/98
MOU100
DONALD J MOULIN
50.00
34571
09/23/98
MUN010
MUNI FINANCIAL SERV INC
331.00
34572
09/23/98
MUN040
MUNICIPAL TREASURERS ASSC
138.00
34573
09/23/98
NAT025
NATIONAL NOTARY ASSOCIATI
107.96.,'
ACCOUNTS
PAYABLE - AP5005
CHECK
REGISTER
CITY OF
LA QUINTA
BANK
ID: DEF
CHECK
CHECK
VENDOR
NUMBER
DATE
NO.
NAME
34574
09/23/98
NAV100
NAVARRETE STUDIO
34575
09/23/98
NEP010
NEPTUNE ELECTRIC
34576
09/23/98
NEX010
NEXTEL COMMUNICATIONS
34577
09/23/98
NIC100
NICKERSON, DIERCKS & ASSC
34578
09/23/98
NOR010
NORRELL SERVICES INC
34579
09/23/98
OSBO50
LEE M OSBORNE CPA
34580
09/23/98
OWE020
OWEN & BRADLEY
34581
09/23/98
PAR010
PAT PARKER
34582
09/23/98
PCCOlO
PCC
34583
09/23/98
PED010
KATHRYN PEDERSEN
34584
09/23/98
PER020
PERMA
34585
09/23/98
PIN050
PINK INC
34586
09/23/98
POS030
POSTAL CONNECTION OF
34587
09/23/98
POW100
POWERS AWARDS
34588
09/23/98
RAL050
RALPHS GROCERY CO
345$9
09/23/98
RAS020
RASA - ERIC NELSON
34590
09/23/98
REA050
REALCO CONSULTANTS
34591
09/23/98
REB050
JOAN REBICH
34592
09/23/98
RET051
RETIRED SR VOLUNTEER PROG
34593
09/23/98
REY050
ELAINE REYNOLDS
34594
09/23/98
RIV050
RIVERSIDE COUNTY EDA/A.D.
34595
09/23/98
RIV081
RIV COUNTY HEALTH SERVICE
34596
** AP CHECK RUN VOID **
34597
09/23/98
RIV100
RIVERSIDE COUNTY SHERIFFS
34598
09/23/98
RIV101
RIV COUNTY SHERIFF/INDIO
34599
09/23/98
RJT010
RJT HOMES, LLC
34600
09/23/98
SECO50
SECURITY LINK/AMERITECH
34601
09/23/98
SHA040
ROSITA SHAMIS
34602
09/23/98
SIE150
SIERRA SCHOOL EQUIP CO
34603
09,/23/98
SIM020
JAMES E SIMON CO
34604
09/23/98
SLA020
SLADDEN ENGINEERING
34605
09/23/98
SMA010
SMART & FINAL
34606
09/23/98
SOU005
SOUTH COAST AIR QUALITY
34607
09/23/98
SOU007
SOUTHWEST NETWORKS, INC
34608
09/23/98
SOU035
SOUTHERN CALIF ASSN CODE
34609
09/23/98
SPRO10
SPRINT
34610
09/23/98
STA050
STAPLES
34611
.09/23/98
STE020
STEVE'S OFFICE SUPPLY
34612
09/23/98
STJO10
VICTORIA ST JOHNS
34613
09/23/98
SUL010
SULLIVAN PUBLICATIONS INC
34614
09/23/98
TOP010
TOPS'N BARRICADES INC
34615
09/23/98
TRA020
TRANSAMERICA
34616
09/23/98
ULT100
ULTIMATE INTERNET ACC INC
34617
09/23/98
VAL005
VALLEY ANIMAL CLINIC
346.18
09/23/98
VER010
ROMANO VERLENGIA
34619
09/23/98
VOG050
CHRIS A VOGT
34620
09/23/98
VON010
VON'S C/O SAFEWAY INC
34621
09/23/98
VOS050
JUDY VOSSLER
34622
09/23/98
WAL010
WAL MART STORES INC
4:01PM 09/23/98
PAGE 3
PAYMENT
AMOUNT
4138.00
315.00
365.05
5580.00
610.00
50.00
300.00
1012.38-'
53.43
50.00
290000.00
29047.26
30.00
13.50
12.37
465.00
70.00
50.00
2400.00
50.00
10000.00
1160.54
387348.94
172.08
6800.00
47.18
50.00
1131.38
1633.32
1000.00
120.64
175.60
10010.60
60.00
1097.37
225.32
1094.45
50.00
72.65
128.06
140.75
48.33
320.00
55.78
239.39
35.92
50.00
85.65
00C � K)
ACCOUNTS PAYABLE - AP5005 CHECK REGISTER 4:01PM 09/23/98
CITY OF LA QUINTA BANK ID: DEF PAGE 4
CHECK
NUMBER
34623
34624
34625
34626
34627
CHECK
DATE
VENDOR
NO. NAME
09/23/98 WEL100 PATRICK WELCH
09/23/98 WIS020 WISE MAINTENANCE & CONST
09/23/98 WOL010 KAY WOLFF
09/23/98 XER010 XEROX CORPORATION
09/23/98 ZUR050 ZUMAR INDUSTRIES ING
CHECK TOTAL
PAYMENT
AMOUNT
50.00
80.00
50.00
1800.72
834.91
1, 091, 613. 68
T4-'!t 4 tP Qu&&
AGENDA CATEGORY:
BUSINESS SESSION:
COUNCIL/RDA MEETING DATE: October 6, 1998 CONSENT CALENDAR:
ITEM TITLE:
STUDY SESSION:
Public Hearing to consider an Affordable Housing
Agreement by and Between the La Quinta PUBLIC HEARING:
Redevelopment Agency and Catellus Residential Group
for an 86 single family residential lot subdivision and
118 senior apartments with recreation amenities on
approximately 40 acres located at the northwest corner
of Jefferson Street and Avenue 48
RECOMMENDATION:
The report is forthcoming and will be delivered when completed.
FISCAL IMPLICATIONS:
BACKGROUND AND OVERVIEW:
FINDINGS AND ALTERNATIVES:
Herrv(an
munity Development Director
f�«f) -
.j �
CCJH.009 3 f
RESOLUTION RA 98-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY APPROVING AND AUTHORIZING THE
EXECUTION OF A DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE LA QUINTA
REDEVELOPMENT AGENCY AND CATELLUS
RESIDENTIAL GROUP, CORPORATION AND MAKING
CERTAIN FINDINGS IN CONNECTION THEREWITH
AFFORDABLE HOUSING AGREEMENT
SENIOR APARTMENTS
WHEREAS, the La Quinta Redevelopment Agency (the "Agency") is engaged
in activities necessary to carry out and implement the Redevelopment Plan (the
"Redevelopment Plan") for La Quinta Redevelopment Project Area No. 2 (the "Project" or
the "Project Area"); and,
WHEREAS, in order to carry out and implement such Redevelopment Plan
and the affordable housing requirements thereof, the Agency proposes to enter into that
certain "Affordable Housing Agreement for Senior Apartments Agreement", (the
"Agreement") with Catellus Residential Group, Inc., (the "Developer"), for the disposition
and development of the property located generally at the northwest corner of Jefferson
Street and 48" Avenue (the "Site"), more particularly described in the Agreement; and,
WHEREAS, the Agreement provides for the installation or construction of
infrastructure improvements (referenced therein as the "Off -Site Improvements"), which are
more particularly described in the Agreement. The Off -Site Improvements which among
other things, consist of drainage improvements, streets, and pedestrian access facilities
as provided for in the Redevelopment Plan; and,
WHEREAS, pursuant to Section 33433 of the Community Redevelopment
Law, California Health and Safety Code Section 33000, et seq., (the "Community
Redevelopment Law") the Agency is authorized, with the approval of the City Council, after
a duly noticed public hearing, to sell the Site for development pursuant to the
Redevelopment Plan upon a determination by the City Council that the sale of the property
will assist in the elimination of blight and that the consideration for such sale is not less
than either the fair market value or fair reuse value of the Site in accordance with the
covenants and conditions governing the sale and the development costs required thereof;
and,
C:\My Documents\WPDOCS\resoRDA-CatAffAgmt-SA.wpd
Resolution RDA 98-
WHEREAS, Sections 33334.2 and 33334.6 of the Community
Redevelopment Law, California Health and Safety Code Section 33000, et seq. (the
"Community Redevelopment Law") authorize and direct the Agency to expend a certain
percentage of all taxes which are allocated to the Agency pursuant to Section 33670 of the
Community Redevelopment Law for the purposes of increasing, improving and preserving
the community's supply of low- and moderate -income, lower income, and very low income;
and,
WHEREAS, pursuant to applicable law, the Agency has established a Low
and Moderate Income Housing Fund (the "Housing Fund"); and,
WHEREAS, pursuant to Section 33334.2(e) of the Community
Redevelopment Law, in carrying out its affordable housing activities, the Agency is
authorized to provide subsidies to or for the benefit of very low income and lower income
households, or persons and families of low or moderate income, to the extent those
households cannot obtain housing at affordable costs on the open market; and,
WHEREAS, the construction of the housing development pursuant to the
Agreement will benefit the Project Area by providing decent, safe, and sanitary housing for
persons who may work, shop, or use services within the Project Area, and by establishing
higher quality standards for the supply of housing which is available to low- and moderate
income persons within the community; 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 Area or the immediate neighborhood in which
the project is located, that no other reasonable 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, a joint public hearing of the Agency and City Council on the
proposed Agreement was duly noticed in accordance with the requirements of Section
33433 of the Community Redevelopment Law; and,
WHEREAS, the proposed Agreement, and a Summary Report meeting the
requirements of Section 33433 of the Community Redevelopment Law, were available for
public inspection consistent with the requirements of Section 33433 of the Community
Redevelopment Law; and,
T`
r-1L'
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Resolution RDA 98-
WHEREAS, on the 61" day of October, 1998, the Agency and City Council did
hold a joint public hearing on the proposed Agreement, at which time the Agency reviewed
and evaluated all of the information, testimony, and evidence presented during the public
hearing; and,
WHEREAS, all actions required by all applicable law with respect to the
proposed Agreement have been taken in an appropriate and timely manner; and,
WHEREAS, the Agency has reviewed the Summary required pursuant to
Section 33433 of the Community Redevelopment Law and has evaluated any and all other
information pertaining to the findings required pursuant thereto; and,
WHEREAS, the Agreement requires that units developed pursuant thereto
be sold, as more particularly specified in the Agreement, to households having limited
incomes, and that the units remain affordable for a substantial period of time to those
households, and,
WHEREAS, the sale of the Site pursuant to the Agreement will assist in the
elimination of blight by providing for the provision of affordable housing within the Project
Area, the provision of physical improvements, including the provision of flood control and
vehicular and pedestrian access facilities, and encouraging the development of land the
development of which had proven to be infeasible for the private sector, acting alone; and,
WHEREAS, the proposed development of the Site pursuant to the terms of
the Agreement has been previously evaluated pursuant to the California Environmental
Quality Act ("CEQA"), and no additional impacts not previously addressed will result from
this Agreement; and,
WHEREAS, the Agency has duly considered all terms and conditions of the
proposed Agreement and believes that the redevelopment of the Site pursuant thereto is
in the best interests of the City of La Quinta 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.
NOW, THEREFORE, BE IT RESOLVED, by the La Quinta Redevelopment
Agency as follows:
Section 1. The Agency finds and determines that, based upon substantial evidence
provided in the record before it, the consideration for the Agency's disposition of the Site
pursuant to the terms and conditions of the Agreement is not less than fair reuse value in
accordance with the covenants and conditions governing the sale, and the development
costs required under the Agreement.
CAMy Documents\WPDOCS\resoRDA-CatAffAgmt-SA.wpd 0 '' rf / q +
Resolution RDA 98-
Section 2. The Agency hereby finds and determines that the sale of the Site is
consistent with the implementation plan adopted pursuant to Health and Safety Code
Section 33490.
Section 3. The project is exempt from CEQA, except to the extent prior approvals
have been given pursuant to CEQA.
Section 4. The Agency hereby approves the execution of the Agreement and
authorizes the Chairman of the Agency to execute the Agreement on behalf of the Agency
and for the Executive Director to take all actions and execute all escrow documents,
attachments to the Agreement, and such other documents necessary or appropriate to
carry out the Agreement.
Section 5. The Agency Secretary shall certify to the adoption of this Resolution in
the manner required by law.
PASSED, APPROVED, AND ADOPTED this 6th day of October, 1998, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
RON PERKINS, Chairman
City of La Quinta, California
ATTEST:
SAUNDRA L. JUHOLA, Secretary
City of La Quinta, California
APPROVED AS TO FORM:
DAWN C. HONEYWELL, Agency Counsel
City of La Quinta, California
CAMy Documents\WPDOCS\resoRDA-CatAffAgmt-SA.wpd 0 U J J I i
RESOLUTION RA 98-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY APPROVING AND AUTHORIZING THE
EXECUTION OF A DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE LA QUINTA
REDEVELOPMENT AGENCY AND CATELLUS
RESIDENTIAL GROUP, CORPORATION AND MAKING
CERTAIN FINDINGS IN CONNECTION THEREWITH
AFFORDABLE HOUSING AGREEMENT
SINGLE FAMILY RESIDENTIAL
WHEREAS, the La Quinta Redevelopment Agency (the "Agency") is engaged
in activities necessary to carry out and implement the Redevelopment Plan (the
"Redevelopment Plan") for La Quinta Redevelopment Project Area No. 2 (the "Project" or
the "Project Area"); and,
WHEREAS, in order to carry out and implement such Redevelopment Plan
and the affordable housing requirements thereof, the Agency proposes to enter into that
certain "Affordable Housing Agreement for Single Family Residential Agreement", (the
"Agreement") with Catellus Residential Group, Inc., (the "Developer"), for the disposition
and development of the property located generally at the northwest corner of Jefferson
Street and 48th Avenue (the "Site"), more particularly described in the Agreement; and,
WHEREAS, the Agreement provides for the installation or construction of
infrastructure improvements (referenced therein as the "Off -Site Improvements"), which are
more particularly described in the Agreement. The Off -Site Improvements which among
other things, consist of drainage improvements, streets, and pedestrian access facilities
as provided for in the Redevelopment Plan; and,
WHEREAS, pursuant to Section 33433 of the Community Redevelopment
Law, California Health and Safety Code Section 33000, et seq., (the "Community
Redevelopment Law") the Agency is authorized, with the approval of the City Council, after
a duly noticed public hearing, to sell the Site for development pursuant to the
Redevelopment Plan upon a determination by the City Council that the sale of the property
will assist in the elimination of blight and that the consideration for such sale is not less
than either the fair market value or fair reuse value of the Site in accordance with the
covenants and conditions governing the sale and the development costs required thereof;
and,
C:\My Documents\WPDOCS\resorda-CatDevAgmtSFR.wpd
0O0U4r-'
Resolution RDA 98-
WHEREAS, Sections 33334.2 and 33334.6 of the Community
Redevelopment Law, California Health and Safety Code Section 33000, et seq. (the
"Community Redevelopment Law") authorize and direct the Agency to expend a certain
percentage of all taxes which are allocated to the Agency pursuant to Section 33670 of the
Community Redevelopment Law for the purposes of increasing, improving and preserving
the community's supply of low- and moderate -income, lower income, and very low income;
and,
WHEREAS, pursuant to applicable law, the Agency has established a Low
and Moderate Income Housing Fund (the "Housing Fund"); and,
WHEREAS, pursuant to Section 33334.2(e) of the Community
Redevelopment Law, in carrying out its affordable housing activities, the Agency is
authorized to provide subsidies to or for the benefit of very low income and lower income
households, or persons and families of low or moderate income, to the extent those
households cannot obtain housing at affordable costs on the open market; and,
WHEREAS, the construction of the housing development pursuant to the
Agreement will benefit the Project Area by providing decent, safe, and sanitary housing for
persons who may work, shop, or use services within the Project Area, and by establishing
higher quality standards for the supply of housing which is available to low- and moderate
income persons within the community; 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 Area or the immediate neighborhood in which
the project is located, that no other reasonable 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, a joint public hearing of the Agency and City Council on the
proposed Agreement was duly noticed in accordance with the requirements of Section
33433 of the Community Redevelopment Law; and,
WHEREAS, the proposed Agreement, and a Summary Report meeting the
requirements of Section 33433 of the Community Redevelopment Law, were available for
public inspection consistent with the requirements of Section 33433 of the Community
Redevelopment Law; and,
CCID�_! 43
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Resolution RDA 98-
WHEREAS, on the 6th day of October, 1998, the Agency and City Council did
hold a joint public hearing on the proposed Agreement, at which time the Agency reviewed
and evaluated all of the information, testimony, and evidence presented during the public
hearing; and,
WHEREAS, all actions required by all applicable law with respect to the
proposed Agreement have been taken in an appropriate and timely manner; and,
WHEREAS, the Agency has reviewed the Summary required pursuant to
Section 33433 of the Community Redevelopment Law and has evaluated any and all other
information pertaining to the findings required pursuant thereto; and,
WHEREAS, the Agreement requires that units developed pursuant thereto
be sold, as more particularly specified in the Agreement, to households having limited
incomes, and that the units remain affordable for a substantial period of time to those
households; ano,
WHEREAS, the sale of the Site pursuant to the Agreement will assist in the
elimination of blight by providing for the provision of affordable housing within the Project
Area, the provision of physical improvements, including the provision of flood control and
vehicular and pedestrian access facilities, and encouraging the development of land the
development of which had proven to be infeasible for the private sector, acting alone; and,
WHEREAS, the proposed development of the Site pursuant to the terms of
the Agreement has been previously evaluated pursuant to the California Environmental
Quality Act ("CEQA"), and no additional impacts not previously addressed will result from
this Agreement; and,
WHEREAS, the Agency has duly considered all terms and conditions of the
proposed Agreement and believes that the redevelopment of the Site pursuant thereto is
in the best interests of the City of La Quinta 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.
NOW, THEREFORE, BE IT RESOLVED, by the La Quinta Redevelopment
Agency as follows:
Section 1. The Agency finds and determines that, based upon substantial evidence
provided in the record before it, the consideration for the Agency's disposition of the Site
pursuant to the terms and conditions of the Agreement is not less than fair reuse value in
accordance with the covenants and conditions governing the sale, and the development
costs required under the Agreement.
CAMy Documents\WPDOCS\resorda-CatDevAgmtSFR.wpd
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Resolution RDA 98-
Section 2. The Agency hereby finds and determines that the sale of the Site is
consistent with the implementation plan adopted pursuant to Health and Safety Code
Section 33490.
Section 3. The project is exempt from CEQA, except to the extent prior approvals
have been given pursuant to CEQA.
Section 4. The Agency hereby approves the execution of the Agreement and
authorizes the Chairman of the Agency to execute the Agreement on behalf of the Agency
and for the Executive Director to take all actions and execute all escrow documents,
attachments to the Agreement, and such other documents necessary or appropriate to
carry out the Agreement.
Section 5. The Agency Secretary shall certify to the adoption of this Resolution in
the manner required by law.
PASSED, APPROVED, AND ADOPTED this 6th day of October, 1998, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
RON PERKINS, Chairman
City of La Quinta, California
ATTEST:
SAUNDRA L. JUHOLA, Secretary
City of La Quinta, California
APPROVED AS TO FORM:
DAWN C. HONEYWELL, Agency Counsel
City of La Quinta, California (, 0
CAMy Documents\WPDOCS\resorda-CatDevAgmtSFR.wpd
AFFORDABLE HOUSING AGREEMENT
FOR
SENIOR APARTMENTS
BY AND BETWEEN
LA QUINTA REDEVELOPMENT AGENCY,
AGENCY
AND
CATELLUS RESIDENTIAL GROUP, INC.
DEVELOPER
10/6/98
",1,0f��
TABLE OF CONTENTS
Page
I. [100]
SUBJECT OF AGREEMENT ........................................ I
A.
[ 101 ]
Purpose of Agreement ........................................
1
B.
[102]
The Redevelopment Plan ......................................
1
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
3.
[108] Prohibition Against Change in Ownership Management and
Control of Developer and Prohibition Against Transfer
of the SA Site.........................................3
F.
[109]
Representations by the Developer ...............................
4
II [200]
AGENCY ASSISTANCE ...........................................
5
A.
[201 ]
Acquisition and Construction Assistance ...........................
5
B.
[202]
Conditions Precedent to the Transfer of the SA Site ..................
7
D.
[203]
Acquisition of the SA Site .....................................
7
E.
[204]
Escrow.....................................................7
F.
[205]
[Intentionally Omitted] .......................................
9
G.
[206]
Conveyance of Title and Delivery of Possession ....................
9
H.
[2071
Condition of Title ............................................ 9
1.
[208]
Payment of the Purchase Price and Recordation of Deed .............
9
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000(147
III
J. [209] Title Insurance.............................................10
K. [210] Taxes and Assessments ...................................... 10
L. [211 ] Conveyance Free of Possession ................................ 10
M. [212] Inspections; Condition of SA Site .............................. 11
1 Inspections................................................11
2. "As Is"...................................................11
3. Indemnity.................................................11
4. Release and Waiver ......................................... 12
5. Definitions................................................12
6. Materiality ................................................ 13
7. Right to Contest ............................................ 13
N. [213] Preliminary Work by the Developer ............................ 13
0. [214] Submission of Evidence of Equity Capital and Mortgage
Financing for the SA Development ............................. 14
P. [215] Disbursement of Agency Assistance for Improvements ............. 14
1. Deposit of Agency Assistance ................................. 14
2. Initial Disbursements ........................................ 15
3. Conditions for Each Disbursement ............................. 15
[300] DEVELOPMENT OF THE SITE .................................... 16
A. [301] Development of the SA Site .................................... 16
1. [302] Scope of Development .................................... 16
2. [303] Site Plan............................................16
1 CAM),Documents\WPDOCS\Cat-AFA-SenApLwpd 3
C>00 48
3. [304] Review and Approval of Plans, Drawings, and
Related Documents ................................... 17
4. [305] Cost of Development .................................. 17
5.
[306]
Construction Schedule ................................. 18
6.
[307]
Indemnity, Bodily Injury and Property Damage Insurance .....
18
7.
[308]
City and Other Governmental Agency Permits .............. 18
8.
[309]
Rights of Access .....................................
19
9.
[310]
Local, State and Federal Laws ...........................
19
10.
[311 ]
Anti -Discrimination ...................................
19
11.
[312]
Taxes and Assessments ................................
19
B. [313] Prohibition Against Transfer of the SA Site, the Buildings or
Structures Thereon and Assignment of Agreement ................. 20
C. [314] Right of the Agency to Satisfy Other Liens on the SA Site
After Title Passes ........................................... 20
D. [315] Certificate of Completion .................................... 20
E. [316] No Encumbrances Except Mortgages, Deeds of Trust,
Sales and Leases -Back or Other Financing for Development ......... 21
F. [317] Holder Not Obligated to Construct Improvements ................. 22
G. [318] Notice of Default to Mortgage, Deed of Trust or Other
Security Interest Holders; Right to Cure ..................... e o . 0 22
H. [319] Failure of Holder to Complete Improvements ..................... 23
1. [320] Right of Agency to Cure Mortgage, Deed of Trust or
Other Security Interest Default .......................... 23
IV. [400] USE OF THE SITE ............................................... 24
A. [401 ] Affordable Housing ......................................... 24
1. Number of Units ........................................... 24
000 "J4,1
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B. [402] Uses In Accordance with Redevelopment Plan; Nondiscrimination .... 24
C. [403] Effect of Violation of the Terms and Provisions of this
Agreement After Completion of Construction .................... 26
D. [404] Maintenance of the SA Site ................................... 26
V. [500] DEFAULTS AND REMEDIES ..................................... 27
A. [501 ] Defaults --General .......................................... 27
B. [502] Legal Actions..............................................27
1. [503] Institution of Legal Actions .............................. 27
2. [504] Applicable Law ....................................... 27
3. [505] Acceptance of Service of Process .......................... 27
C. [506] Rights and Remedies Are Cumulative ........................... 28
D. [507] Inaction Not a Waiver of Default ............................... 28
E. [508] Remedies and Rights of Termination ........................... 28
1. [509] Damages............................................28
2. [510] Specific Performance .................................. 28
3. [511] Right of Termination by the Developer .................... 29
4. [512] Termination by the Agency ............................. 29
F. [513] Remedies of the Parties for Default After Closing of
the Acquisition Escrow ................................ 30
1 [514] Termination and Damages .............................. 30
G. [515] Option to Purchase, Reenter and Repossess ...................... 30
H. [516] Right of Reverter ........................................... 31
1. [5171 Agency Obligations to Repurchase Site ......................... 33
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VI. [600] GENERAL PROVISIONS ......................................... 33
A. [6011 Notices, Demands and Communications Between Parties ........... 33
B. [602] Conflicts of Interest ......................................... 34
C. [6031 Enforced Delay; Extension of Times of Performance ............... 34
D. [604] Non -Liability of Officials and Employees of the Agency
and the Developer..........................................34
E. [6051 Entire Agreement, Waivers ................................... 35
F. [606] Amendments to this Agreement ................................ 35
VIL [700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ............ 36
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Qf��'�� 1
Attachment No. I
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. 5
Attachment No. 6
Attachment No. 7
Attachment No. 8
Attachment No. 9
Attachment No. 10
Attachment No. I l
Attachment No. 12
Attachment No. 13
ATTACHMENTS
The Site
Legal Description
Scope of Development
Schedule of Performance
Grant Deed
Developer Promissory Note
Developer Deed of Trust
Declaration of Conditions, Covenants and Restrictions
Certificate of Completion
Application for Disbursement
Budget
Schedule for Disbursement of Agency Funds
Overhead Calculation and Payment Schedule
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AFFORDABLE HOUSING AGREEMENT
This Affordable Housing Agreement ("Agreement") is entered into this day of 1998, by and
between LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic (the
"Agency") and CATELLUS RESIDENTIAL GROUP, INC., a California corporation (the
"Developer"). The Agency and the Developer (collectively referred to as the "Parties") hereby agree
as follows:
[100] SUBJECT OF AGREEMENT
A. [101] Purpose of Agreement
The purpose of this Agreement and a separate Affordable Housing Agreement to be entered
into concurrently herewith between the Agency and Developer ("SFR Agreement") is to effectuate
the Redevelopment Plan (as hereinafter defined) for the La Quinta Redevelopment Project (the
"Project") by providing for the improvement of certain property situated within the Project Area of
the Project (the "Project Area"), by assisting in the financing of the acquisition and development of
34.4 acres (the "Site") situated within the Project Area, including the completion of 86 single-family
homes and related improvements (the "SFR Development") on 22.4 acres (the "SFR Site") and
approximately 118 units of senior apartments and related improvements (the "SA Development")
on 12 acres (the "SA Site") and the long-term maintenance of such single-family housing and
apartment units at an affordable housing cost for persons and households of low and moderate -
income, all as more fully described in this Agreement and the SFR Agreement. The SA
Development is more fully described in the Scope of Development (Attachment No. 3) to this
Agreement. The SFR Development is more fully described in the Scope of Development
(Attachment No. 3) to the SFR 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 housing. The
acquisition and development of the Site and the occupancy of the apartment units 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.
B. [102] The Redevelopment Plan
This Agreement is subject to the provisions of the Redevelopment Plan for Project Area No.
2 (the "Redevelopment Plan") which was approved and adopted by Ordinance No. 43 of the City
Council of the City of La Quinta on the 29t' day of November, 1983. Said ordinance and
Redevelopment Plan are fully incorporated herein by reference.
CAMy Documcnts\WPDOCS\Cat-AFA-SenApt.xN,pd 8
�0 �:3
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 Project
Area No. 2 shall not require the consent of the Developer.
C. [103] The Project Area
The La Quinta Redevelopment Project Area No. 2 ("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. [104] The Site
The "Site" is currently owned by the Agency and consists of 34.4 acres of real property at
the corner of 48`' Avenue and Jefferson Street located within the Project Area in the City of La
Quinta, County of Riverside. The Site is depicted in the Site Map on Attachment No. 1 attached
hereto and incorporated herein by this reference. The legal description of the SA Site is provided
on Attachment No. 2 attached hereto and incorporated hereby by this reference. According to the
approved Specific Plan for the Site titled "Village on the Green", a maximum of 118 senior rental
units will be developed on the SA Site in accordance with the "Scope of Development" and by the
times set forth in the "Schedule of Performance, " which are attached hereto as Attachment Nos. 3
and 4, respectively, and incorporated herein by reference.
Any material change, as reasonably determined by the Agency, in the Scope of Development
(Attachment No. 3) or in the approved specific plan which affects the size, quality, or type of
development proposed for the SA Site shall require the written approval of the Agency, which
approval may be contingent upon the review and renegotiation of all of the economic and financial
terms of this Agreement and such other matters as the Agency shall deem appropriate..
E. [105] Parties to the Agreement
[106] The Agency
The Agency is a public body, corporate and politic, exercising governmental
functions and powers and organized and existing under Chapter 2 of the Community Redevelopment
Law of the State of California, Division 24 of the California Health and Safety Code, 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.
C:AMy Documents\WPDOCS\Cat-APA-SenApt.wpd 9
2. [107] The Developer
The Developer, Catellus Residential Group, Inc., is a California corporation. The
principal office and mailing addresses of the Developer for purposes of this Agreement is 5 Park
Plaza, Suite 400, Irvine, California 92614.
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 interests as herein provided.
3 . [108] Prohibition Against Changing Ownership Management and Control
of Developer and Prohibition Against Transfer of the SA 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
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 or the SA Site without the prior written approval
of the Agency. A voluntary or involuntary sale or transfer of any interest in the Developer of the SA
Site prior to the issuance of a Certificate of Completion for the SA Improvements with respect to the
SA Site shall be deemed to constitute an assignment or transfer for the purposes of this Section 107,
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 mill and void and shall confer no
rights whatsoever upon any purported assignee or transferee. Prior to the issuance of a Certificate
of Completion for the SA Improvements,(as defined in Section 302) on the SA Site, 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 SA Site or the Developer 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 SA Site or any interest therein shall
not be required in connection with: (a) the conveyance or dedication of any portion of the SA 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 SA Site; and (b) any
assignment of this Agreement or transfer of the SA Site or the SA Improvements located thereon to
a limited liability company in which Developer is a member or has a greater than fifty percent (50%)
ownership and management interest: and (c) any assignment of this Agreement or transfer of the SA
Site and SA Improvements located thereon to a limited partnership in which Developer is a general
C:AMy Documents\WPDOCS\Cat-AFA-SenApt.wpd 10 U r- r-
partner with a greater than fifty percent (50%) ownership and management interest: and (d) an
assignment of this Agreement or transfer of the SA Site and SA Improvements located thereon to
Catellus Residential Communities, Inc., (CRC) a California Corporation, provided however,
Developer shall not be relieved of its obligations under this Agreement upon an assignment and
transfer to CRC.
This Section 108 shall become inapplicable after the Agency has issued a Certificate
of Completion pursuant to Section 315 of this Agreement.
F. [109] 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 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 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 5, inclusive, shall be deemed to be an ongoing representation
and warranty and shall survive the close of escrow for the SA Site and shall continue until issuance
of the Certificate of Completion for the SA Development. 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 5, inclusive.
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G. [110] 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 transfer business pursuant to action of the City of La Quinta. Agency
has full right, power and lawful authority to transfer the SA 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 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 best knowledge,
threatened, looking toward the dissolution or liquidation of Agency and there is no action or
proceeding pending or, to Agency's best 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 the best of Agency's knowledge, the SA 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.
II. [200] AGENCY ASSISTANCE
The Agency agrees to provide to Developer pursuant to the Agreement and the SFR
Agreement, certain financial assistance and incentives in an amount not to exceed a total of Two
Million Eight Hundred Eighty -Nine Thousand Two Hundred Sixty Dollars ($2,889,260), which shall
include a write down of the purchase price for the Site; funding for the off -site public infrastructure
improvements for the SA Development; and payment of public entity fees all as more particularly
set forth in Sections 201 and 203 below (collectively, "Agency Assistance"). The Agency
Assistance has been funded from the Agency's Low and Moderate Income Housing Fund.
Accordingly, Developer acknowledges and agrees that the use of the SA Site shall be subject to all
of the income and affordability restrictions set forth in this Agreement, and the Declaration of
Covenants, Conditions and Restrictions (Attachment No. 8).
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A. [201] Acquisition and Construction Assistance
1. Agency shall provide a portion of the Agency Assistance in a maximum
amount not to exceed Two Million Eight Hundred Eighty -Nine Thousand Two Hundred Sixty
Dollars ($2,889,260) in financial assistance for the SA Development (the "SA Assistance") which
shall be in part credited in the initial transfer of the property with the residue to be disbursed for
those development and construction costs set forth in the budget ("SA Budget") described on
Attachment No. 11 attached hereto. The SA Assistance shall be evidenced by a Promissory Note
in the amount of $2,889,260 (the "SA Note") in the form of Attachment No. 6 and secured by a Deed
of Trust (the "SA Deed of Trust") in the form of Attachment No. 7. The SA Deed of Trust shall
secure the Developer's obligations to utilize the SA Assistance evidenced by the SA Note and to
complete the SA Development substantially in accordance with the terms of this Agreement.
2. The SA Purchase Price shall be $913,100 This amount represents the
Agency's pro rata acquisition costs and the prorata cost of offsite improvements completed for the
SA Site. The Purchase Price shall be composed of a cash amount of One Dollar ($1.00) and a loan
amount of $913,099 pursuant to the SA Note (Attachment No. 6). The SA Site shall be transferred
to the Developer by Grant Deed in the form of Attachment No. 5.
3. The SA Note shall bear no interest and shall be due and payable in accordance
with the terms of the SA Note. The SA Note shall be canceled and the SA Deed of Trust shall be
reconveyed after funding of the sale of tax credits to third party investors and concurrent with the
issuance of a Certificate of Completion by Agency pursuant to Section 315 below.
4. Agency shall disburse from the SA Assistance amount for site preparation,
grading, utility systems and streets, for other governmental agency fees, for project planning and
development costs, for utility and bond costs, and for City fees as provided in the Budget
(Attachment No. 11) and the SA Cash Flow Projection (Attachment No. 11). In the event the SA
Development is unable to obtain nine percent (9 %) federal and State tax credits, all of the SA
Assistance shall be converted to a fourth phase of SFR Assistance as provided in Sections 201(6)
and 302 below.
The SA Assistance shall be disbursed to Developer in accordance with the
provisions of Section 216 hereof. Developer shall have the right to reallocate and transfer SA
Assistance between major Budget categories as set forth in Section 216(g) below. Notwithstanding
the above, no budget category shall be exceeded until such time as it is approved by the Agency
Executive Director.
5. In the event the total development and construction costs for the SA
Development are less than the [$10,557,521] set forth in the Budget for the SA Development set
forth in Attachment No. 11, Agency shall be entitled to share in the Costs Savings. The "Costs
Savings" shall be equal to the difference between the development and construction costs set forth
in the Budget and the actual costs incurred by Developer in connection with the development,
construction and sale or lease of the SA Development. Increases in Actual Funds collected to
0 0 0 v 5 8
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underwrite the development and sale of the SA Development (excluding Agency assistance) over
the amount Budgeted as sources of funds in Attachment 11 may be used to offset overruns in cost
incurred in arriving at a net Cost Savings and likewise net reduction in costs incurred may be used
to off set Actual Funds which are less than budgeted Actual Funds collected. Developer shall
receive seventy-five percent (75%) of any Cost Savings until such time as Developer has received
$70,669 of Costs Savings on the SA Development. Thereafter, Agency shall receive fifty percent
(50%) of all Costs Savings and Developer shall receive fifty percent (50%) of all Costs Savings for
the SA Development on a pro rata basis. If a Phase IV of SFR Development is developed in lieu of
the SA Development then Developer's right to share in Cost Savings under the SA Development
shall be transferred to the SFR Development so that Developer shall receive seventy-five percent
(75%) of any Cost Savings under the combined SFR Development including the fourth phase until
Developer shall have received $187,500. Including both the SFR Development and the SA
Development Developer receives 75% of the Cost Savings up to the first $250,000 in total Cost
Savings, the allocation between the SFR and SA Developments is the derived under the "Cost
Savings Math", Section of Attachment 11.
6. The Budget includes an allocation of $594,414 for Developer's Profit and
$540,376 for Developer's Overhead, combined hereinafter referred to as Developer's Fee. This
Developer's Fee shall be adjusted based upon Actual Funds collected (excluding Agency assistance)
and costs incurred subject to sharing of Cost Savings as described in Section A(201)5.
Developer's profit will be payable fifty percent (50%) upon the reservation
of the tax credit and funding of the Government Equity as hereinafter described by third party tax
credit investors and funded from the tax credit investment. The remaining fifty percent (50%) shall
be funded upon leasing of all units, vesting of the award of tax credits, and final funding of the
Government Equity for tax credits. Profit payments shall be funded from equity investments by the
third party tax credit investors. The Developer's Overhead shall be paid monthly on a pro-rata basis
during the development period in accordance with Attachment 11.
Developer anticipates bringing in a joint venture partner, Ecumenical
Association for Housing ("EAH"), a non-profit entity, to assist in the development, financing, and
management of the SA Development. Any fees due EAH are included in the Developer Fees, there
shall be no increase in Developer Fees to account for EAH. Should Developer seek to replace EAH
with another partner, said replacement partner shall be a non-profit entity and shall be subject to the
approval of the Agency.
Developer guarantees that the costs to develop the SA Development,
excluding the costs of land and HOA Assistance shall not exceed the Budget (Attachment 11). In
the event the SA portion of the project is not developed, the Developer shall construct only that
portion of SA Development which shall be able to serve either the SA Development or a Phase IV
of the SFD Development ("Base Infrastructure"). The cost of the Base Infrastructure shall then be
transferred to the Phase IV Budget of the SFD Development (Attachment 16 to the SFD
Development), the SA Budget (Attachment 11 to the SA Agreement), will be deleted and the SFD
Budget will be increased by the Phase IV Budget, which in turn is also guaranteed by the Developer.
Should actual costs exceed the Budget the overrun will be funded through reduced Developer Fee
and ultimately through access to other resources of Developer.
Cvv :)•
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Since the exact outcome of the project and share of Cost Savings cannot be
exactly projected at this time, Attachment 11 includes examples as to how the Developer's Fee
(Overhead and Profit) will be calculated under different situations. Projections are also included in
Attachment 11 to estimate the timing and amount of payments if the project cost experience and
timing are exactly as budgeted and scheduled.
G. [202] Conditions Precedent to the Transfer of the SA Site
Prior to and as conditions to funding any portion of the SA Assistance, the Developer shall
complete each of the following by the respective times established therefor in the Schedule of
Performance (Attachment No. 4):
l . the Developer shall not be in default of this Agreement;
2. the Developer provides to the Executive Director insurance certificates
conforming to Section 307 of this Agreement;
3 . the Developer shall have executed and deposited with escrow for delivery to
the Agency the SA Note Promissory Note (Attachment No. 6) and the SA
Deed of Trust (Attachment No. 7);
4. the Developer shall have executed and deposited with escrow for recordation
and delivery to the Agency the Declaration of Conditions, Covenants and
Restrictions (Attachment No. 8);
5. the Developer shall have provided a conditional loan approval or other
evidence of financing reasonably satisfactory to the Agency Executive
Director sufficient to perform Developer's responsibilities for construction of
the SA Development pursuant to this Agreement; and
6. the Developer has approved the environmental condition of the SA Site and
agrees to acquire the SA Site in its present condition.
The foregoing items numbered 1 to 6, inclusive, together constitute the "Conditions
Precedent to the Agency funding of the acquisition portion of the Agency Assistance.
H. [203] Acquisition of the SA Site
The Developer or its successor in interest or assignee shall acquire a fee simple marketable
title to the SA Site pursuant to a Grant Deed in the form of Attachment No. 5 attached hereto and
incorporated hereby by this reference.
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[204] Escrow
The Developer agrees to open an escrow (the "Acquisition Escrow") with Dixie Escrow Co.,
or with another mutually agreeable escrow company (the "Escrow Agent"), by the time established
therefor in the Schedule of Performance (Attachment No. 4). This Agreement constitutes the
Agency's escrow instructions for the sale and acquisition of the SA Site and a duplicate original of
this Agreement shall be delivered to the Escrow Agent upon the opening of the Acquisition 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 Acquisition Escrow its acceptance of the
provisions of this Section 205, in writing, delivered to the Agency and the Developer, shall carry out
its duties as Escrow Agent hereunder.
The Agency shall pay into the Acquisition 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 ten (10) days prior to the scheduled date for closing each Acquisition
Escrow:
The Escrow fee;
2. Costs of drawing the grant deed;
3. Recording fees;
4. Notary fees;
The title insurance policy premiums; and
6. Any transfer tax and any state, county or city documentary stamps.
The Developer shall deposit with the Escrow Agent the executed SA Promissory Note
(Attachment No.6) and the SA Deed of Trust (Attachment No. 7).
The Escrow Officer shall notify the Agency when all outstanding documents including the
grant deed to the Developer or its assignee, the SA Deed of Trust (Attachment No. 7) and the
Declaration of Conditions, Covenants and Restrictions (Attachment No. 8) have been executed and
submitted to Escrow by the applicable party.
The Escrow Agent is authorized to utilize the Agency funds provided for the above
acquisition costs on the condition of the immediate recording of the SA Deed of Trust (Attachment
No. 7) and the Declaration of Conditions, Covenants and Restrictions (Attachment No. 8) after
recording of the Grant Deed (Attachment No. 5) vesting title in the Developer's or Developer's
assignee's name, as applicable.
All funds received in the Acquisition 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
C:AMy DOCLII11CI7tS\WPDOCS\Cat-AFA-ScnApLwpd 16 10 {�
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.
If the Acquisition Escrow has not closed within three (3) working days of the receipt by
Escrow of the Agency funds then said funds shall be returned to the Agency unless written
authorization to retain the funds is provided by the Agency Executive Director.
Any amendment to these lender's 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 this Section 205 of this
Agreement.
F. [205] [Intentionally Omitted]
G. [2061 Conveyance of Title and Delivery of Possession
Provided that the Developer is not in default under this Agreement and all conditions
precedent to such conveyance have occurred, and subject to any mutually agreed upon extensions
of time, conveyance to the Developer of title to the SA Site shall be completed on or prior to the date
specified in the Schedule of Performance (Attachment No. 4). The Agency and the Developer agree
to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in
accordance with the foregoing provisions.
Possession shall be delivered to the Developer concurrently with the conveyance of title,
except that limited access may be permitted before conveyance of title as permitted in Section 213
of this Agreement. The Developer shall accept title and possession on the said date.
H. [207] Condition of Title
The Agency shall convey to the Developer fee simple title to the SA Site free and clear of
all recorded liens, encumbrances, encroachments, assessments, leases and taxes except as approved
by Developer pursuant to this Section 208. Within five (5) days of execution of this Agreement,
Agency shall cause First American Title Insurance Company, or another title company reasonably
acceptable to Agency and Developer (the "Title Company"), to deliver to Developer a standard
preliminary title report (the "Title Report") with respect to the SA Site, together with legible copies
of the documents underlying the exceptions ("Exceptions") set forth in the Title Report. Developer
shall have the right to reasonably approve or disapprove the Exceptions; provided, however, that the
Developer hereby approves the Redevelopment Plan and the lien of current non -delinquent real
property taxes and assessments, if any, as Exceptions.
{ i.
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Developer shall have ten (10) days from the date of receipt of the Title Report and the
Exceptions pursuant to this Section 208 to give written notice to Agency of its approval or
disapproval of any of such Exceptions. Developer's failure to give written approval of the Title
Report within such time limit shall be deemed approval of the Title Report by Developer. If
Developer notifies Agency of its disapproval of any Exceptions in the Title Report, Agency shall
have the right, but not the obligation, to remove any disapproved Exceptions within ten (10) days
after receiving written notice of Developer's disapproval or provide assurances satisfactory to
Developer that such Exception(s) will be removed on or before conveyance of the SA Site. If
Agency cannot or in its sole discretion does not elect to remove any of the disapproved Exceptions
within that period, Developer shall have ten (10) business days after the expiration of such ten (10)
days to either give Agency written notice that it elects to proceed with the conveyance of the SA Site
subject to the disapproved Exceptions or to give Agency written notice that it elects to terminate this
Agreement. Developer shall have the right to approve or disapprove any Exceptions reported by the
Title Company after Developer has approved the condition of title for the SA Site (which are not
created by Developer). Agency shall not voluntarily create any new exceptions to title following the
date of this Agreement.
[208] Payment of the Purchase Price and Recordation of Deed
The Developer shall deposit the SA Purchase Price including the executed SA Note and the
SA Deed of Trust for the SFR Site and other sums required hereunder, if any, with the Escrow Agent
prior to the date for conveyance of the SA Site, provided that the Escrow Agent shall have notified
the Developer in writing that each grant deed, properly executed and acknowledged by the Agency,
has been delivered to the Escrow Agent and that title is in condition to be conveyed in conformity
with the provisions of Section 205 of this Agreement. Upon the' close of escrow, the Escrow Agent
shall record the grant deed for recordation among the land records in the Office of the County
Recorder of Riverside County, shall deliver the purchase price and other required sums to the
Agency.
J. [209] Title Insurance
Concurrently with recordation of the grant deed, First American Title Insurance Company
or some other title insurance company satisfactory to the Agency and the Developer having equal
or greater financial responsibility ("Title Company"), shall provide and deliver to the Developer a
CLTA or ALTA title insurance policy issued by the Title Company insuring that the title is vested
in the Developer, or its assignee, as applicable, in the condition required by Section 208 of this
Agreement. The Title Company shall provide the Agency with a copy of the title insurance policy
and the title insurance policy shall be in the amount of the purchase price for the SA Site.
The Agency shall pay the title insurance premium attributable to a CLTA standard form
policy of title insurance in the amount of the purchase price of the SA Site.
The Title Company shall, if requested by the Developer, increase the amount of the title
insurance policy or provide the Developer with an endorsement to insure the amount of the
Developer's estimated development costs of the improvements to be constructed upon the SA Site.
The Developer shall pay the entire premium for any such increase in coverage requested by it.
(
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K. [210] Taxes and Assessments
Ad valorem taxes and assessments, if any, on the SA 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 closing of escrow for the SA Site shall be paid by the Developer.
L. [211] Conveyance Free of Possession
Except as otherwise provided in the Scope of Development (Attachment No. 3), the SA Site
shall be conveyed free of any possession or right of possession by any person except that of the
Developer and the easements of record.
M. [212] Inspections, Condition of SA Site
1. Inspections. The Developer shall conduct the Developer's own investigation
of the SA Site, including but not limited to the existing improvements, if any, its physical condition,
the soils and toxic conditions of the SA Site and all other matters which in the Developer's judgment
affect or influence the Developer's proposed use of the SA Site and the Developer's willingness to
develop the SA Site pursuant to this Agreement. The Developer's investigation may include, without
limitation, the preparation by a duly licensed soils engineer of a soils report for the SA Site. Within
the time set forth therefor in the Schedule of Performance (Attachment No. 4), the Developer shall
provide written notice to the Agency of the Developer's determinations concerning the suitability
of the physical condition of the SA Site. If, in the Developer's reasonable judgment, the physical
condition of the SA Site is unsuitable for the use or uses to which the SA Site will be put to the
extent that it is not economically feasible for the Developer to develop the SA Site pursuant to this
Agreement, then the Developer shall have the option either to (a) take any action necessary to place
the applicable Site in a condition suitable for development, at no cost to the Agency; or (b) terminate
this Agreement pursuant to the provisions of Section 510 hereof with respect to the SA Site. If the
Developer has not notified the Agency of its detenninations concerning the suitability of the physical
condition of the SA Site within the time set forth in the Schedule of Performance (Attachment No.
4), the Developer shall be deemed to have waived its right to terminate this Agreement pursuant to
this Section.
2. "As Is". The Agency has provided the Developer with all information of
which it has actual knowledge concerning the physical condition of the SA Site, including, without
limitation, information about any Hazardous Materials, as defined below. The Developer
acknowledges and agrees that any portion of the SA Site, including but not limited to the existing
improvements that it acquires from the Agency pursuant to this Agreement shall be purchased "as
is," in its current physical condition, with no warranties, express or implied, 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 SA Site.
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3. lndemnity. The Developer agrees, from and after the date of recording of the
deed conveying title to the SA Site from the Agency to the Developer or its assignee under this
Agreement, to defend, indemnify, protect and hold harmless the Agency and its officers,
beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns
("Indemnities") from, regarding and against any and all liabilities, obligations, orders, decrees,
judgments, liens, demands, actions, Environmental Response Actions (as defined in subsection 5
below), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as
defined herein) 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 SA Site, and resulting from or in connection with the actual
or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or
release of Hazardous Materials (as defined in subsection 5 below), at, on, in, beneath or from the SA
Site, unless caused by the negligence or willful misconduct of Indemnitees. The Developer's
defense, indemnification, protection and hold harmless obligations herein shall include, without
limitation, the duty to respond to any governmental inquiry, investigation, claim or demand
regarding the Hazardous Materials, at the Developer's sole cost. Developer shall have no liability
under this Section 213(3) for any Environmental Response costs, Hazardous Materials or any other
matter to be indemnified hereunder occurring after the sale or transfer of the SA Development in
accordance with the terms of this Agreement.
4. Release and Waiver. Subject to the exceptions set forth in Section 213(3)
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 (as defined subsection 5 below), at, on, in, beneath or from the SA 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
nonstatutory 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 213.
5. 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.
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v
(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.
(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 California, federal or local
governmental authority to be capable of posing a risk of injury to health, safety or property.
6. 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.
7. Right to Contest. Developer may contest in good faith any claim, demand,
levy or assessment under Hazardous Materials Laws if. (a) the contest is based on a material
question of law or fact raised by Developer in good faith, (b) Developer promptly commences and
thereafter diligently pursues the contest, (c) the contest will not materially impair the taking of any
remedial action with respect to such claim, demand, levy or assessment, and (d) if requested by
Agency, Developer deposits with Agency any funds or other forms of assurance Agency in good
faith from time to time determines appropriate to protect Agency in good faith from the
consequences of the contest being unsuccessful and any remedial action then reasonably necessary.
No default shall be deemed to exist with respect to any claim, demand, levy or attachment being
contested by Developer under the conditions of this section.
N. [213] Preliminary Work by the Developer
Prior to the conveyance of title from the Agency, representatives of the Developer shall have
the right of access to the SA Site at all reasonable times for the purpose of obtaining data and making
surveys and tests necessary to carry out this Agreement. The Developer shall hold the Agency
harmless for any injury or damages arising out of any activity pursuant to this section. The
Developer shall have access to all data and information on the SA Site available to the Agency, but
without warranty or representation by the Agency as to the completeness, correctness or validity of
such data and information.
Any preliminary work undertaken on the SA Site by the Developer prior to conveyance of
title thereto shall be done only after written consent of the Agency and at the sole expense of the
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0 j'J 6 6
Developer. The Developer shall save and protect the Agency against any claims resulting from such
preliminary work, access or use of the SA Site by Developer, its agents or contractors. Copies of
data, surveys and tests obtained or made by the Developer on the SA Site shall be filed with the
Agency. Any preliminary work by the Developer shall be undertaken only after securing any
necessary permits from the appropriate governmental agencies.
0. [214] Submission of Evidence of Equity Capital and Mortgage Financingfor or the
SA Development
The Developer is seeking either an allocation of tax credits from the California Tax Credit
Allocation Committee (for state and federal 9% low income housing tax credits) or a capital advance
under the Section 202 Program from the U.S. Department of Housing and Urban Development
("HUD") (jointly, the "Government Equity") for the SA Development. In addition to Agency
assistance proposed to be provided to the Developer as set forth in Sections 201 and 203 hereof, the
development of the SA Development depends upon obtaining both Government Equity and
conventional equity or mortgage financing necessary for the development and construction of the
SA Development (the "Developer Financing"). The Government Equity is subject to specific
competitive funding cycles. No later than the time specified in the Schedule of Performance
(Attachment No. 4), the Developer shall submit to the Agency evidence satisfactory to the Agency
that the Developer has obtained a preliminary tax credit reservation or conditional commitment for
the Government Equity and a commitment for the Developer Financing; however, in recognition of
the existence of competitive funding cycles, the Developer's submission of evidence of both
Government Equity and Developer Financing may be extended by the Agency Executive Director,
at the Executive Director's sole discretion, for two (2) consecutive six (6) month periods. If the
Developer does not submit evidence of both Government Equity and Developer Financing to the
Agency satisfactory to the Agency, within the time period set forth in the Schedule of Performance
(Attachment No. 4), the Parties agree that the SA Development shall be developed as an additional
phase or two phases of the SFR Development. The parties recognize that prior to a conversion of
SFR Development, the Developer would first need to obtain amendments to the specific plan and
other appropriate planning documents from the City.
P. [215] Disbursement of Agency Assistance for SA Improvements.
1. Deposit of Agency Assistance. The portion of Agency Assistance to be
utilized for reimbursement of construction costs according to the schedule set out in the Scope of
Development (Attachment No. 3) shall be deposited in an interest bearing account to be designated
by the Agency in the name of the Agency ("Agency Account") and funds shall be disbursed from
the Agency Account upon the signature of the Executive Director or Finance Director, acting alone,
for the purposes set forth in this Agreement pursuant to the disbursement procedures set forth in this
Section 216. The amount to be deposited in this account shall be equal to $1,976,160. The
Application for disbursement shall be submitted to the Executive Director of the Agency for review
and approval in accordance with this Section 216.
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2. Initial Disbursements. Agency shall make disbursements of the SA
Assistance following approval of this Agreement and prior to the commencement of the construction
of the SA Improvements contemplated by the Scope of Development ("Initial Disbursements") only
for previously incurred development costs and fees approved by Agency and set forth on the Budget
(Attachment No. 5).
3. Conditions for Each Disbursement. Prior to each and every disbursement, the
following conditions shall be satisfied:
(a) Application. Developer shall have delivered the Application attached
hereto as Attachment No. 10 to the Executive Director at least fifteen (15) business days prior to the
requested disbursement. The Application shall be completed and certified to be accurate by
Developer. The Application shall specifically identify the nature of each expense, by reference to
items in the Budget, and shall identify the status of completion of such construction.
(b) Approval of Application. The Executive Director shall have reviewed
and approved the Application and accompanying documents, and the Executive Director shall have
determined that the work is within the scope of the applicable section of the Budget within ten (10)
business days. The Executive Director shall advise Developer of any issues within the ten (10) day
period and shall pay all uncontested amounts requested by the Application within twenty (20)days
or the receipt of the Application.
(c) Lien Waivers. Agency shall have received appropriate waivers of
mechanics' and materialmen's lien rights and stop notice rights executed by all contractors and other
persons rendering services or delivering materials covered by the requests made in the Application.
(d) Budget Reallocation. If, in Developer's reasonable discretion,
Developer will not fully utilize the amount allocated for any particular item in the Budget, then the
excess may be reallocated to another item or items in the Budget, as Developer may request. Any
reallocation from the general categories listed in Attachment 11 shall require approval from the
Agency Director.
(e) Amount: Frequency. Agency shall not be obligated to make
disbursements more frequently than once per month.
(f) Use of Disbursements. Developer shall use or apply all SA Assistance
solely for reimbursement or payment of the items described in the Application pursuant to which the
disbursement was made.
4. Overhead Payments. Developer shall be entitled to receive an overhead
payment of $30,000 of the total $540,376 allocated for overhead pursuant to the Budget as part of
the Initial Disbursements under Subsection 2 above. Of the remainder $11,000 per month shall be
paid out over a period of seven (7) months during the period of construction of Base Infrastructure.
The balance, $433,376, shall be disbursed at a rate of $24,077 per month for no longer than 18
months once Developer provides evidence of funding of Developer Financing per Section 215 to the
Agency and commences construction of the balance of the SA Development.
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5. Monthly Reports. Developer shall cause to be delivered to Agency prior to
the first day of the following month a monthly report which shall set forth a summary of the Budget,
force majeure delays, an update of the construction schedule and any other material matters relating
to the completion of the SA Development.
III. [300] DEVELOPMENT OF THE SITE
A. [301] Development of the SA Site
[302] Scope of Development
The SA Site shall be developed as 118 units of senior apartments for low, very low
income and moderate individuals or as a fourth phase (approximately 45 detached single-family
housing units) of the SFR Development in the event Developer is unable to obtain tax credit
allocation for the SA Development' as more particularly described in the Scope of Development
(Attachment No. 3). The development of the SA Site shall include both public improvements and
private improvements on the SA Site and off -site public improvements required in the normal course
of City's review of the development. The improvements to be constructed on the SA Site pursuant
to this Agreement with the SA Assistance are referred to as the "SA Improvements".
Developer has agreed to submit up to three applications to the California Tax Credit
Allocation Committee ("TCAC") for competitive state and federal 9% tax credits in the first three
allocation rounds which occur after the date of this Agreement as may be necessary to secure an
allocation of state and federal 9% tax credits for the SA Development. In the event Developer is
unable to obtain a tax credit allocation for the SA Development after three allocation rounds pursuant
to the SA Agreement, a fourth phase (approximately 45 additional single-family housing units) shall
be added to the SFR Development as provided in the Scope of Development (Attachment No. 3) and
the Agency Assistance for the SFR Development shall be increased as provided in Section 201 above
and Section 201 of the SFR Agreement.
Upon close of the Escrow, the Developer shall commence and complete construction
of the SA Improvements for the SA Site by the respective times established therefor in the Schedule
of Performance (Attachment No. 4).
The Scope of Development (Attachment No. 3) shall include any plans and
specifications submitted to the City and/or Agency for approval, and shall incorporate or show
compliance with all mitigation measures.
2. [303] Site Plan
By the time set forth therefor in the applicable Schedule of Performance (Attachment
No. 4), the Developer shall prepare and submit to the City for its approval a Site Plan and related
documents which conform to the approved Specific Plan for Village on the Green and the
requirements of the City and which contain the overall plan for development of the SA 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 SA Site shall be developed as established in
C:AMy Documents\WI DOGS\Cat-AFA-ScnApt.wpd 24
this Agreement and such documents, except as changes may be mutually agreed upon between the
Developer and the Agency. Any such changes shall be within the limitations of the Scope of
Development (Attachment No. 3).
The landscaping and finish grading plans 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 City and 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 City and 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 and speeding
consideration.
[304] 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 SA Improvements, including any changes therein.
During each stage of the processing of plans for the SA Improvements, 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 (Attachment No. 4); provided, however, Agency or City,
as applicable, 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 SA Improvements after their approval by the Agency and the City, the Developer shall submit
the proposed change 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 (Attachment No. 3), the Agency and the City will approve the proposed change and
notify the Developer in writing within thirty (30) days after submission to the Agency and the City.
4. [305] Cost of Development
With the exception of the Agency Assistance as set forth in Section 201 of this
Agreement, all costs for planning, designing, and constructing the Improvements 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. The Developer assumes the responsibility to
construct, and shall let contracts for or cause to be constructed, all off -site public improvements
CAW Documents\WPDOCS\Cat-ApA-SenApLwpd 25.-
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directly adjacent to the SA Site relating to 48th Avenue and Jefferson Street pursuant to the terms
of this Agreement (as set forth in the Budget), substantially in conformity with procedures used by
the Agency when competitive bidding is deemed to be required. The Developer shall be responsible
for any non -City fees associated with the development of the SA Site which are not included within
the Budget.
[306] Construction Schedule
The Developer shall commence and complete the SA Improvements by the respective
times established therefor in the Schedule of Performance (Attachment No. 4).
6. [307] Indemnity, Bodily Injury and Property Damage Insurance
The Developer shall defend, assume all responsibility for and hold the Agency and
the City, and their respective officers, agents and employees, harmless from all claims or suits for,
and damages to, property and injuries to persons, including accidental death (including attorneys fees
and costs), which may be caused by any of the Developer's activities under this Agreement. The
Developer shall take out and maintain during the life of this Agreement a comprehensive liability
policy in the amount of One Million Dollars ($1,000,000) combined single limit policy, [including
contractual liability,] as shall protect the Developer, the City, and the Agency from claims for such
damages.
Coverage shall be primary and not -contributing with any policy or coverage
maintained by or obtained by the Agency, and an appropriate endorsement shall so state. The policy
shall contain a waiver of subrogation. Insurance coverage furnished by the Developer pursuant to
this Section 307 shall conform to this Section 307 and shall pertain to all activities on the Site and
adjacent public rights -of -way surrounding the SA Site and all work on off -site public improvements.
Developer shall furnish or cause to be furnished to the Agency a certificate of
insurance from the insurer evidencing compliance with this Section 307 and providing that the
insurer shall not change or modify the policy without thirty (30) days' prior written notice to Agency.
In the alternative, Developer may show proof of a certificate of consent to self -insure issued by the
Director of Industrial Relations according to California Labor Code Section 3800.
Developer additionally agrees to and shall save the Agency and the City and their
officers, employees and agents harmless from and assume all responsibility for any and all liability
or responsibility for damage, costs, losses, or suit arising in any manner from the approval of this
Agreement or the development and activities conducted by Developer or its agents pursuant this
Agreement. This obligation and indemnification shall constitute a covenant running with the land
throughout the life of the Redevelopment Plan.
7. [308] City and Other Governmental Agency Permits
Before commencement of construction or development of any buildings, structures
or other works of improvement upon the SA Site or in connection with any off -site improvement,
the Developer shall, at its own expense, secure or cause to be secured any and al permits which may
CAM), Documents\WPDOCS\Cat-ApA-ScnApt.wpd 26 C, 0 0 Ili i I
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 permit; the Agency will,
without obligation to incur liability or expense therefor, use its best efforts to expedite issuance of
building permits and certificates of occupancy for construction that meet the requirements of the City
Code.
8. [309] 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 SA 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 Improvements, 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. 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 309.
9. [310] 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 Improvements, in
conformity with all applicable federal and state laws and local ordinances, including all applicable
federal and state labor standards, as to the SA 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.
10. [311 ] 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 SA
Improvements on the SA Site or other performance under this Agreement, the Developer will not
discriminate against any employee or applicant for employment because of sex, marital status, race,
color, religion, ancestry, or national origin.
11. [312] Taxes and Assessments
After the conveyance of title by Agency to Developers or its assignee, the Developer
shall pay prior to delinquency all real estate taxes and assessments on the SA 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
SA 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.
CUQ���<'
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B. [313] Prohibition Against Transfer of the SA Site, the Buildings or Structures
Thereon and Assignment of Agreement
The Developer shall not, except as may be expressly permitted by this Agreement, without
prior approval of the Agency, make any total or partial sale, transfer, conveyance of, or enter into
any assignment or ground lease of or refinance the whole or any part of the SA Site or of the
buildings or structures on the SA Site. This prohibition shall not be deemed to prevent the granting
of temporary or permanent easements or permits to facilitate the development of the SA Site.
C. [314] Right of the Agency to Satisfy Other Liens on the SA 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, but in any event not less
than forty-five (45) days, to challenge, cure, adequately bond against, or satisfy any liens or
encumbrances on the SA Site which are not otherwise 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.
D. [315] Certificate of Collection
Promptly after the completion of the SA Improvements in conformity with this Agreement
(as determined by the Executive Director of the Agency), upon the written request of the Developer
the Agency shall furnish the Developer with the Certificate of Completion (in the form attached
hereto as Attachment No. 9) which evidences and determines the satisfactory completion of the
construction, and development of the SA Improvements, pursuant to the provisions and covenants
specified in this Agreement, the Redevelopment Plan and the California Community Redevelopment
Law.
The issuance and recordation of a Certificate of Completion (Attachment No. 9) with respect
to the SA Improvements shall not supersede, cancel, amend or limit the continued effectiveness of
any obligations relating to the maintenance, or uses, or payment of monies, or any other obligations,
except for the obligation to complete construction of the SA Improvements as of the time of the
issuance of such applicable certificate in accordance with the requirements of this Agreement.
The Agency shall not unreasonably withhold any Certificate of Completion. If the Agency
refuses or fails to furnish a Certificate of Completion after written request from the Developer, the
Agency shall, within ten (10) days of the written request, provide the Developer with a written
statement of the reasons the Agency refused or failed to furnish such Certificate of Completion. The
statement shall also contain the Agency's opinion of the action the Developer must take to obtain the
Certificate of Completion.
Upon issuance of a Certificate of Completion (Attachment No. 9) for the SA Improvements,
construction of the SA Improvements shall be deemed to have been completed in conformity with
this Agreement. The Certificate of Completion (Attachment No. 9) is not a notice of completion as
referred to in Section 3093 of the California Civil Code. The issuance of a Certificate of Completion
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shall not affect the continued effectiveness of the Declaration of Conditions, Covenants and
Restrictions (Attachment No. 8) recorded pursuant to this Agreement. The SA Note shall be
canceled and the SA Deed of Trust shall be reconveyed upon issuance of a Certificate of
Completion.
E. [316] No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases -Back
or Other Financing for Development
Notwithstanding any prohibition in this Agreement, mortgages, deeds of trust, sales and
leases -back or any other form of conveyance required for any reasonable method of financing are
permitted before issuance of a Certificate of Completion but only for the purpose of securing loans
of funds to be used for financing the acquisition of the SA Site, the construction of improvements
of the SA Site and any other expenditures necessary and appropriate to develop the SA Site under
this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed of trust,
sale and lease -back or other form of conveyance for financing if the Developer proposes to enter into
the same before issuance of a Certificate of Completion. The Developer shall not enter into any such
conveyance for financing without the prior written approval of the Agency, which approval the
Agency agrees to give if any such conveyance is given to a responsible financial or lending
institution or other acceptable person or entity. Such lender shall be deemed approved unless
rejected in writing by the Agency within ten (10) days after notice thereof to the Agency by the
Developer. In any event, the Developer shall promptly notify the Agency of any mortgage, deed of
trust, sale and lease -back or other financing conveyance, encumbrance or lien that has been created
or attached thereto prior to completion of the construction of the improvements on the SA Site
whether by voluntary act of the Developer or otherwise. The words "mortgage" and "deed of trust,"
as used herein, include all other appropriate modes of financing real estate acquisition, construction
and land development. The Agency agrees to subordinate this Agreement, the SA Deed of Trust and
the Declaration of Conditions, Covenants and Restrictions to the lien of such mortgage or deed of
trust pursuant to a subordination agreement in form and substance reasonably acceptable to the
holder of the mortgage or deed of trust and the Agency.
F. [317] 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 complete
the Improvements or to guarantee such construction or completion, nor shall any covenant or any
other provision in the grant deed for the SA Site be construed so to obligate such holder. Nothing
in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the SA
Site to any uses or to construct any improvements thereon other than those uses or improvements
provided for or authorized by this Agreement.
G. [318] 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 SA Improvements, the
Agency shall at the same time deliver a copy of such notice or demand to each holder or record of
C':AMy Documents\WPDOCS\Cat-AFA-SenApt.wpd 29
any mortgage, deed of trust or other security interest authorized by this Agreement who has
previously made a written request to the Agency therefor. Each such holder shall (insofar as the
rights of the Agency are concerned) have the right, at its option, within ninety (90) 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 SA Improvements (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 SA Improvements to which
the lien or title of such holder relates and submit evidence satisfactory to the Agency that it has the
qualifications and financial responsibility necessary to perform such obligations. Any such holder
properly completing the SA Improvements shall be entitled, upon written request made to the
Agency, to a Certificate of Completion from the Agency.
H. [319] Failure of Holder to Complete Improvements
In any case where, six (6) months after default by the Developer in completion of
construction of the SA Improvements under this Agreement, the holder of any mortgage, deed of
trust or other security interest creating a lien or encumbrance upon the SA 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 SA Site has vested in the holder, the Agency, if it so desires, shall be entitled to a
conveyance of the SA Site from the holder to the Agency upon payment to the holder of an amount
equal to the sum of the following:
(a) 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);
(b) All expenses with respect to foreclosure;
(c) The net expenses, if any (exclusive of general overhead), incurred by the
holder as a direct result of the subsequent management of the SA Site;
(d) The costs of any authorized improvements made by such holder; and
(e) An amount equivalent to the interest that would have accrued on the aggregate
of such amounts 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.
0
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[320] 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 SA Site prior to the completion of the SA Improvements, and
the holder has not exercised its option to complete the SA 'Improvements, 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 SA 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 SA Site as authorized
herein.
IV. [400] USE OF THE SITE
A. [401 ] Affordable Housing
Number of Units
Developer shall develop the SA Development consisting of up to 118 senior
apartments on the SA Site and shall develop all on -site and off -site public improvements connected
therewith, all as described and set forth in the Scope of Development (Attachment No. 3). Developer
shall restrict the leases of the SA Development to a Very Low, Low or Moderate Households
pursuant to the applicable income and affordability provisions contained herein. The Developer
further covenants and agrees that the above -referenced occupancy, SA affordability requirements
shall bind and be enforceable against the SA Site for the period of thirty (30) years commencing with
the acquisition of the SA Site by the Developer with the simultaneous recording of the Conditions,
Covenants and Restrictions (Attachment No. 8).
(a) "AP Affordable Rental Costs" shall mean that rent which shall not
exceed the percentage of the gross income of the occupant person or household established by
regulations of the department which shall not be less than fifteen percent (15 %) of gross income nor
exceed thirty percent (30%) of gross income, adjusted for family size and a utility allowance.
(b) "Moderate Income Household" shall mean a household earning not
greater than one hundred twenty percent (120%) of Riverside County median income, as determined
by the United States Department of Housing and Urban Development from time to time, as set forth
in Health and Safety Code Section 50105.
(c) "Low Income Household" shall mean a household earning not greater
than eighty percent (80 %) of Riverside County median income, as determined by the United States
Department of Housing and Urban Development from time to time, as set forth in Health and Safety
Code Section 50105.
C\My Documents\WPDOCS\Cat-AFA-ScnApt.wpd 31 r, 1 1,
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(d) "Very Low Income Household" shall mean a household earning not
greater than fifty percent (50%) of Riverside County median income, as determined by the United
States Department of Housing and Urban Development from time to time, as set forth in Health and
Safety Code Section 50105.
B. [402] 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 SA Site or any part thereof that the Developer and such successors and assignees,
shall devote the SA Site to the uses specified in the Redevelopment Plan, the Grant Deed
(Attachment No. 5), the Declaration of Conditions, Covenants and Restrictions (Attachment No. 8)
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 SA Site. The foregoing covenants shall run with the land.
The Developer shall refrain from restricting the rental, sale or lease of the property 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 hum 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 or 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 herein
C:AMy Documents\WPUOCS\Cat-AFA-SenApt.wpd 32
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 Sits,
together with any property acquired by the Developer pursuant to this Agreement, or any part
thereof. The covenants against racial discrimination shall remain in effect in perpetuity.
C. [403] Effect of Violation of the Terms and Provisions of this Agreement After
Collection 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 SA 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 suites 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. [404] Maintenance of the SA Site
The Developer shall maintain the SA Improvements on the Site in conformity with the La
Quinta Municipal Code and the requirements of the Declaration of Conditions, Covenants and
Restrictions (Attachment No. 8), and shall keep the SA Site free from any accumulation of debris
or waste materials.
The Developer shall also maintain the landscaping required to be planted under the Scope
of Development (Attachment No. 3) in a healthy and attractive condition. If, at any time, Developer
fails to maintain the SA 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 perform
the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such
maintenance.
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C:AMy Documents\W11DOCS\Cat-AI'A-SenApt.wpd 33
V. [500] DEFAULTS AND REMEDIES
A. [501] 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. A party
claiming a default shall give written notice of default to the other party, specifying the default
complained of and the actions required to correct such default.
Except as otherwise expressly provided in Sections 508 and 509 of this Agreement, the
claimant shall not institute proceedings against the other party if the other party within thirty (30)
days from receipt of such notice immediately, with due diligence, commences to cure, correct or
remedy such failure or delay and shall complete such cure, correction or remedy as soon as
reasonably practicable after receipt of such notice.
B. [502] Legal Actions
[503] Institution of Legal Actions
In addition to any other rights or remedies and subject to the restrictions in
Section 501, either party may institute legal action to seek specific performance of the terms of this
Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain
any other legal or equitable remedy consistent with the purpose of this Agreement. Such legal
actions must be instituted in the Superior Court of the County of Riverside, State of California, in
an appropriate municipal court in that county, or in the Federal District Court in the Central District
of California.
2. [504] Applicable Law
The laws of the State of California shall govern the interpretation and enforcement
of this Agreement.
[505] 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.
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 with in or without the State of California or in
such other manner as may be provided by law.
C:AMN Documents\WPDOCS\Cat-AFA-ScnApt.wpd 34
C. [506] 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. [507] 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. [508] Remedies and Rights of Termination
[509] Damages
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 ninety (90) days after
service of the notice of default (or within such other period as is set forth herein), the defaulting party
shall be liable to the other party for any damages caused by such default.
2. [510] Specific Performance
If either party defaults under 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 and/or commenced to be cured by the defaulting party within forty-five (45) days of
service of the notice of default, or such other time limit as may be set forth herein with respect to
such default, the non -defaulting party as its option may thereafter (but not before) continence an
action for specific performance of terms of this Agreement.
[511 ] Right of Termination by the Developer
In the event that the Agency does not fund the portion of the Agency Assistance for
the acquisition costs for the SA Site in the manner and condition, and by the date established in this
Agreement and the Schedule of Performance (Attachment No. 4), and any such failure shall not be
cured within thirty (30) days after written demand by the Developer 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.
C�\My Documents\WPDOCS\Cat-AFA-SenApt.wpd 35
li V i��lll��
4. [512] Termination by the Agency
In the event that prior to the Agency funding of the Agency Assistance:
(a) The Developer (or any successor in interest) assigns or attempts to
assign the Agreement or any rights therein or in the SA Site in violation of
this Agreement; or
(b) There is a charge in the ownership of the Developer contrary to the
provisions of Section 108 hereof; or
(c) The Developer does not submit certificates of insurance, construction
plans, drawings and related documents as required by this Agreement, in the
manner and by the dates respectively provided in this Agreement therefor,
and such default or failure shall not be cured or commenced to be cured
within forty-five (45) days after the date of written demand therefor by the
Agency; or
(d) The Developer fails to satisfy the Conditions Precedent to the
Conveyance by the time established therefor in the Schedule of Performance
(Attachment No. 4); or
(e) The Developer is otherwise in default under this Agreement and such
failure is not cured or commenced to be cured within thirty (30) days of
demand therefor by the Agency;
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. [513] Remedies of the Parties for Default After Closing of the Acquisition Escrow
[514] Termination and Damages
After the Close of the Acquisition Escrow, if the Developer or the Agency defaults
with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written
notice of such default upon the defaulting party. If the default is not cured or commenced to be
cured (and diligent efforts toward curing the default) by the defaulting party within thirty (30) days
after service of the notice of default, the defaulting party shall be liable to the other party for any
damages caused by such default.
G. [515] Option to Purchase, Reenter and Repossess
The Agency. shall have the additional right at its option to purchase, reenter and take
possession of the SA Site with all improvements thereon, if after conveyance of title to the SA Site
and prior to the issuance of the Certificate of Completion therefor, the Developer shall:
C:AMy Documents\WPDOCS\Cat-APA-SenApt.wpd 36
000�j JL
1. Fail to proceed with the construction of the Improvements as required by this
Agreement (subject to any force majeure delays) for a period of three (3) months after written notice
thereof from the Agency; or
2. Abandon or substantially suspend construction of the improvements for a
period of three (3) months after written notice of such abandonment or suspension from the Agency;
or
3. Transfer or suffer any involuntary transfer of the SA Site or any part thereof
in violation- of this Agreement.
Such right to repurchase, reenter and repossess, to the extent provided in this Agreement,
shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit:
Any mortgage, deed of trust or other security instrument permitted by this
Agreement; or
2. Any rights or interests provided in this Agreement for the protection of the
holder of such mortgages, deeds of trust or other security instruments.
To exercise its right to repurchase, reenter and take possession with respect to the Site, the
Agency shall pay to the Developer in cash an amount equal to:
The Purchase Price (cash amount), paid to the Agency for the SA Site; plus
2. The costs and expenses incurred by the Developer for development of the SA
Site (which have not already been reimbursed), for the construction of the Improvements existing
on the Site at the time of the repurchase, reentry and repossession; less
3. Any payment for work that has not been completed by the Developer on the
SA Site or the Improvements thereon.
H. [516] Right of Reverter
The Agency shall have the additional right, at its option, to reenter and take possession of
the Site with all improvements thereon and revest in the Agency the estate theretofore conveyed to
the Developer, if after conveyance of title to the SA Site and prior to issuance of the Certificate of
Completion, the Developer shall:
1. Fail to proceed with the construction of the improvements as required by this
Agreement (subject to any force majeure delays) for a period of three (3) months after written notice
of such abandonment or suspension from the Agency; or
2. Abandon or substantially suspend construction of the improvements for a
period of three (3) months after written notice of such abandonment or suspension from the Agency;
or
00008
C:AMyDocuments\WPDOCS\Cat-AFA-ScnApt.wpd 37
3. Transfer or suffer any involuntary transfer of the SA Site or any part thereof
in violation of this Agreement.
Such right to reenter, repossess and revest to the extent provided in this Agreement shall be
subordinate and subject to and be limited by and shall not defeat, render invalid or limit:
Any mortgage, deed of trust or other security instrument permitted by this
Agreement; or
2. Any rights or interest provided in this Agreement for the protection of the
holder of such mortgages, deeds of trust or other security instruments.
The grant deed shall contain appropriate reference and provision to give effect to the
Agency's right, as set forth in this Section 516 under specified circum ' stances prior to the issuance
of the Certificate of Completion, to reenter and take possession of the SA Site with all improvements
thereon and to terminate and revest in the Agency the estate conveyed to the Developer.
Upon the revesting in the Agency of title to the SA Site or any part thereof as provided in this
Section 516, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to
resell the SA Site or part thereof as soon and in such manner as the Agency shall find feasible and
consistent with the objectives of such law and of the Redevelopment Plan to a qualified and
responsible party or parties (as deternuned by the Agency) who will assume the obligation of making
or completing the improvements, or such other improvements in their stead, as shall be satisfactory
to the Agency and in accordance with the uses specified for the SA Site or part thereof in the
Redevelopment Plan. Upon such resale of the SA Site, the proceeds thereof shall be applied:
1. First, to reimburse the Agency on its own behalf or on behalf of the City for
all costs and expenses incurred by the Agency, including, but not limited to, salaries to personnel
in connection with the recapture, management and resale of the SA Site or part thereof (but less any
income derived by the Agency from the SA Site or part thereof in connection with such
management); all taxes, assessments and water and sewer charges with respect to the SA Site or part
thereof (or, in the event the SA Site is exempt from taxation or assessment or such charges during
the period of ownership, then such taxes, assessments or charges, as determined by the County
assessing official as would have been payable if the SA Site were not so exempt); any payments
made or necessary to be made to discharge or prevent from attaching or being made any subsequent
encumbrances or liens due to obligations, defaults or acts of the Developer, any expenditures made
or obligations incurred with respect to the making or completion of the improvements or any part
thereof on the SA Site or part thereof; and any amounts otherwise owing the Agency by the
Developer; and
2. Second, to reimburse the Developer up to the amount equal to the sum of:
(a) the Purchase Price paid to the Agency by the Developer for the Site (or allocable to the part
thereof); plus (b) the costs and expenses incurred by the Developer for the development of the SA
Site and for construction of the Improvements existing on the SA Site at the time of the reentry and
repossession; less (c) any payments for work that has not been completed by the Developer on the
SA Site or the SA improvements thereon.
C:AMy Documents\WFDOCS\Cat-AFA-SenApt.wpd 38
Any balance remaining after such reimbursements shall be retained by the Agency
as its property.
To the extent that the rights established in this Section 516 involve a forfeiture, it
must be strictly interpreted against the Agency, the party for whose benefit it is created. The rights
established in this Section 516 are to be interpreted in light of the fact that the Agency will convey
the SA Site to the Developer for development and not for speculation.
I. [517] Agency Obligations to Repurchase Site
[In the event Developer is delayed or prevented from completing construction of any of the
SA Improvements or SA Development as a result of the discovery of archeological matters or
artifacts on the SA Site, and Developer determines that as a result of such delay or inability to
complete construction of the SA Development, that the cost variance from the Budget is greater than
Twenty -Five Thousand Dollars ($25,000), the parties agree to split the additional verified cost up
to a maximum total increase of One Hundred Thousand Dollars ($100,000). If the amount projected
to complete due to discovery of new archaeological matters is greater than one hundred thousand
dollars ($100,000) then either party may terminate this Agreement by written notice to the other, and
the Agency agrees to repurchase the SA Site, or SA Development, as requested by Developer for
cash is an amount equal to:
1 . The cash portion of the SA Site Purchase Price (i.e., $1.00); plus
2. The unreimbursed costs and expenses incurred by the Developer for
development of the SA Site and for the construction of the SA Improvements or SA Development
existing on the SA Site at the time of the repurchase, reentry and repossession; less
3. Any payments for work that has not been completed by the Developer on the
SA Site or the SA Improvements thereon and any Agency Assistance paid to Developer by Agency.
VI. [600] GENERAL PROVISIONS
A. [601 ] Notices Demands and Communications Between Parties
Written notices, demands and communications between the Agency and the Developer shall
be sufficiently given if delivered by hand or 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 105 and 106, 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 i this Section 601.
Any written notice, demand or communication shall be deemed received immediately if
delivered by hand and shall be deemed received on the tenth (loth) day from the date it is
postmarked if delivered by registered or certified mail.
C:AMy Documents\WPDOCS\Cat-AFA-SenApt.wpd 39
B. [602] Conflicts of Interest
No member, 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. No member, official or
employee of the Agency shall be personally liable to the Developer, or any successor in interest, in
the event of any default or breach by the Agency, or for any amount which may become due to the
Developer or successor or on any obligations under the terms of this Agreement.
C. [603] 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 date 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 as the Agency or any other public or governmental agency or entity
(other than the acts or failures to act of the Agency which 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 o the cause, if notice by the party claiming
such extension is sent to the other party within thirty (30) days of 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.
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 SA Site or because
of the physical condition or suitability of the Site for the purposes of this Agreement.
D. [6041 Non -Liability of Officials and Employees of the Agency and the Developer
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.
No officer, director or employee of the Developer shall be personally liable to the Agency
or the City, or any successor in interest, in the event or breach by the Developer.
0U`.J8,
C.AMy Documents\WPDOCS\Cat-AFA-SenApt.wpd 40
E. [605] Entire Agreement, Waivers
This Agreement is executed in three (3) duplicate originals, each of which is deemed to be
an original. This Agreement includes pages 1 through 2 and Attachment Nos. 1 through 15, which
constitutes the entire understanding and agreement of the parties. Each of the foregoing Attachments
are incorporated herein by reference.
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.
In any circumstance where under this Agreement either party is required to approve or
disapprove any matter, approval shall not be unreasonably withheld.
F. [606] 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 any of the parties hereto, lending institutions,
or bond counsel or financial consultants to the Agency, provided such requests are consistent with
this Agreement and would not substantially alter the basic business terms included herein. For
Purposes of this paragraph the Agency's Executive Director shall have the authority to approve such
an amendment.
VIL [700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Developer and delivered to the Agency, must be
authorized, executed and delivered by the Agency on or before , 1998 or this
Agreement shall be void, except to the extent that the Developer shall consent in writing to a further
extension of time for the authorization, execution and delivery of this Agreement. The date of this
Agreement shall be the date when it shall have been signed by the Agency.
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
By:
Its:
Dated:
RON PERKINS, Chairman
CAMy Documents\WPDOCS\Cat-AFA-SenApttwpd 41
ATTEST:
SAUNDRA L. JUHOLA, Agency Secretary
APPROVED AS TO FORM:
DAWN C. HONEYWELL, Agency Counsel
CATELLUS RESIDENTIAL GROUP, INC.,
a California corporation
By:
Its:
Dated:
C0()'187
CAMyDocuments\WPDOCS\Cat-AFA-SenApt.wpd 42
The remainder of the attachments will be supplied at a later
date. They are substantially the same as those contained in
the Single Family Residential Agreement in regard to the
information contained within them.
ATTACHMENT NO. 1
THE SITE
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CAMy Documents\WPDOCS\CatAHA-SFR-Fin-CC.wpd-1-
ATTACHMENT NO. 2
LEGAL DESCRIPTION
THE SOUTH HALF OF SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH,
RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF;
EXCEPT THE NORTH HALF OF NORTH HALF OF SOUTHEAST QUARTER OF
SOUTHEAST QUARTER OF SAID SECTION;
ALSO EXCEPT THE WEST 30.00 FEET OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SAID SECTION;
ALSO EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PROPERTY SET FORTH
BELOW:
A PORTION OF LAND LYING IN THE SOUTH HALF OF THE SOUTHEAST QUARTER
OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND
MERIDIAN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTH HALF OF THE
SOUTHEAST QUARTER OF SAID SECTION 29;
THENCE SOUTH 890 16' 19" EAST ALONG THE SOUTHERLY LINE OF SAID SOUTH HALF
OF THE SOUTHEAST QUARTER, 275.35 FEET TO A POINT ON A CURVE, SAID POINT
BEING THE TRUE POINT OF BEGINNING;
THENCE NORTHEASTERLY ALONG AN ARC OF A CURVE CONCAVE TO THE RIGHT,
HAVING A RADIUS OF 6,620.00 FEET, THROUGH A CENTRAL ANGLE OF 05° 39, 27",
A DISTANCE OF 653.67 FEET;
THENCE SOUTH 470 09' 01" EAST ALONG A RADIAL LINE, 10.00 FEET;
THENCE NORTHEASTERLY ALONG AN ARC OF A CURVE CONCAVE TO THE RIGHT
HAVING A RADIUS OF 6,610.00 FEET, THROUGH A CENTRAL ANGLE OF 01 ° 57' 01", A
DISTANCE OF 225.01;
THENCE NORTH 44" 48' 00" EAST, 655.78 FEET TO A POINT ON THE WESTERLY LINE
OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 29,
SAID POINT BEING 233.36 FEET SOUTH OF THE NORTHWEST CORNER OF SAID
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER;
THENCE SOUTH 000 07' 52" EAST ALONG SAID WESTERLY LINE, 108.57 FEET;
THENCE NORTH 89° 32' 29" EAST, 200.40 FEET;
THENCE SOUTH 44 ° 48' 00" WEST, 593.99 FEET;
THENCE SOUTH 45 ° 12' 00" EAST, 10.00 FEET;
THENCE SOUTH 440 48' 00" WEST, 125.00 FEET TO A POINT OF CURVATURE; THENCE
SOUTHWESTERLY ALONG AN ARC OF A CURVE CONCAVE TO THE LEFT,
HAVING A RADIUS OF 6,380.00 FEET, THROUGH A CENTRAL ANGLE OF 05° 59' 53",
A DISTANCE OF 667.59 FEET TO A POINT OF SAID SOUTHERLY LINE;
THENCE NORTH 890 16' 19" WEST ALONG SAID SOUTHERLY LINE 301.55 FEET
TO THE POINT OF BEGINNING;
CAMy Documents\WPDOCS\CatAHA-SFR-Fin-CC.wpd -1- 0 0 0 fj � O
EXCEPTING THEREFROM THAT PORTION CONVEYED TO DESERT SANDS UNIFIED
SCHOOL DISTRICT AND DESERT SAND UNIFIED SCHOOL DISTRICT BUILDING
CORPORATION BY DOCUMENT RECORDED JANUARY 19, 1996 AS INSTRUMENT NO.
21970 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
ALSO EXCEPTING THEREFROM THAT PORTION OF THE SOUTHEAST ONE -QUARTER
(SEl/4) OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO
BASE AND MERIDIAN, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 29, SAID SOUTHEAST
CORNER BEING ALSO THE INTERSECTION OF THE CENTERLINE OF AVENUE 48 WITH
THE CENTERLINE OF JEFFERSON STREET;
THENCE NORTH 00° 05' 20" WEST ALONG THE EASTERLY LINE OF SAID SECTION 29,
SAID EASTERLY LINE BEING ALSO SAID CENTERLINE OF JEFFERSON STREET A
DISTANCE OF 379.19 FEET;
THENCE, AT RIGHT ANGLES, SOUTH 89° 54' 40" WEST A DISTANCE OF 80.00 FEET;
THENCE SOUTH 000 50' 20" EAST, PARALLEL WITH LAST SAID CENTERLINE, A
DISTANCE OF 297.71 FEET;
THENCE SOUTH 45 ° 19' 11 " WEST A DISTANCE OF 32.76 FEET TO A POINT DISTANCE
57.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE SOUTHERLY
LINE OF SAID SECTION 29, SAID SOUTHERLY LINE BEING SAID CENTERLINE OF
AVENUE 48;
THENCE NORTH 890 16' 18" WEST, PARALLEL WITH LAST SAID CENTERLINE, A
DISTANCE OF 179.36 FEET;
THENCE NORTH 890 44' 57" WEST A DISTANCE OF 240.01 FEET TO A POINT DISTANCT
55.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM SAID
CENTERLINE OF AVENUE 48;
THENCE NORTH 890 16' 18" WEST, PARALLEL WITH LAST SAID CENTERLINE, A
DISTANCE OF 1,502.09 FEET TO A POINT OF NON -TENDENCY IN THE CURVED
EASTERLY LINE OF THE LA QUINTA EVACUATION CHANNEL, AS DESCRIBED IN THE
FINAL ORDER OF CONDEMNATION IN FAVOR OF COACHELLA VALLEY COUNTY
WATER DISTRICT, A CERTIFIED COPY OF WHICH WAS RECORDED DECEMBER 12,
1978, AS INSTRUMENT NO. 260944 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA, SAID CURVED EASTERLY LINE BEING CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 6,380.00 FEET;
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE FROM A RADIAL LINE
BEING NORTH 500 33' 05" WEST THROUGH A CENTRAL ANGLE OF 00" 37' 49" A
DISTANCE OF 70.18 FEET TO SAID CENTERLINE OF AVENUE 48;
THENCE SOUTH 89" 16' 18" EAST ALONG LAST SAID CENTERLINE A DISTANCE OF
2,069.20 FEET TO THE POINT OF BEGINNING.
CAMy Documents\WPDOCS\CatAHA-SFR-Fin-CC.wpd -2- v � v
ATTACHMENT #4-B
SCHEDULE OF PERFORMANCE
SENIOR RENTAL APARTMENTS
1. Developer to submit to city,
Village on the Green Specific
Plan, Tentative Tract Map, Site
Development Permit Application,
and General Plan Amendment
Application.
2. City approves, approves subject to
conditions, or Village on the
Green Specific Plan, Tentative
Tract Map, Site Development
Permit Application, General Plan
Amendment Application and this
Agreement.
3. Agency and Developer execute
Affordable Housing Agreement
(AHA).
cation
4. Developer submits I" appli
for Federal & State tax credits.
cation
5. Developer submits 2n' appli
for Federal & State tax credits.
cation
6. Developer submits 3rd appli
for Federal & State tax credits.
eted.
ay 19, 1998
ithin 5 days of approval of AHA by
City and Agency.
pon receipt of all attachments from the
city, including an executed AHA,
and within deadline period of
May 29, 1998.
pon receipt of all attachments from the
city, including an executed AHA,
and within deadline period of
March 1999.
pon receipt of all attachments from the
city, including an executed AHA,
and within deadline period of
May 1999.
g\shared\projects activeTa Quinta\project development\business plan\attachment #4BSeniors
ACTIVITY
7. Developer receives access permit
to stage and pre -water site.
TIME FRAME
Within 5 days of approval by City and
Agency.
8. Developer submits evidence of
Prior to transfer of title to the SA site.
satisfaction of the AHA conditions
precedent set forth in Section 202.
9. Grading Plan
Developer submits grading plan to
Within 120 days of receipt of
City.
preliminary reservation of State &
Federal tax credits.
City provides correction comments to
Within 15 days of receipt of grading
developer
plan.
Developer completes corrections and
Within 30 days of receipt of City
resubmits to City.
comments.
City approves grading plan
Within 15 days of receipt of resubmittal.
Developer submits approved grading
Within 30 days of receipt of approved
plan & receives permit from City.
grading plan
10. Construction Drawings
Developer submits construction
Within 150 days of receipt of
drawings to City
preliminary reservation of State &
Federal tax credits.
City provides correction comments to
Within 45 days of receipt of construction
developer
drawings.
Developer completes corrections and
Within 30 days of receipt of City
resubmits to City
comments
City approves construction drawings
Within 30 days of receipt of resubmittal
Developer submits approved grading
Within 30 days of receipt of approved
plan and receives permits
grading plan.
-\shared\projects activeTa Quinta\project development\business plan\attachment #413Seniors
11. Developer submits minor use
application for prototype model,
leasing facility and recreation area.
12. Developer shall obtain all
necessary permits for the
construction of the improvements.
13. Developer shall commence
grading operations.
14. Developer shall commence
construction of the models.
15. Developer shall commence
construction of the Phase I unit
construction.
16. Developer shall complete
construction of the SA
development
17. Upon completion of
construction, Agency shall issue a
Certificate of Completion for the
improvements or shall provide
Developer with a written
explanation of reasons why such a
Certificate shall not be issued.
18. Developer receives complete
bond exoneration and installs all
final monuments.
ithin 165 days of receipt of
preliminary reservation of State &
Federal tax credits..
tr to commencement of the
respective improvement
construction.
ithin 30 days of issuance of grading
permit.
ithin 3 months of issuance of building
permits.
ithin 6 months of issuance of building
permits.
Within 30 months after commencement
of construction of the SFR
development.
ithin 10 days after Agency receipt of
written request from Developer for
Certificate of Completion pursuant
to Section of the Affordable
Housing Agreement.
ithin 60 days of receipt of Certificate
of Completion.
g\shared\projects activeTa Quinta\project development\business plan\attachment #,IBSeniors
SA Affordable Housing Agreement
Attachment I I
Attachment It
Project Budget - SA Development
1. Budget for the 118 units of the SA Development is derived from a budget prepared by
Developer dated May 28, 1998. A full and complete copy of the May 28, 1998 budget is
on file with the Executive Director of the Agency (La Quinta Redevelopment Agency).
Changes from said May 28t1' budget to the Project Budget include changing the
Developer Fees to those referenced in this budget and deducting $250,000 from the SA
budget for bonds and fees due to costs which were budgeted for Street Assessments
associated with the improvement of Avenue 48. Since these improvements to Avenue 48
have been completed by the Agency and are being contributed to the project as part of the
Agency Assistance there is no need to carry them in the budget.
2. References within said May 28, 1998 budget to Infrastructure costs not fully detailed in
said May 28tb budget shall refer to an Infrastructure Budget dated June 1, 1998 also on
file with the Agency Executive Director.
3. It is anticipated that should funding not be forthcoming for a Senior Apartment (SA)
project to be developed in accordance with this Affordable Housing Agreement that the
SA project will be terminated and additional housing will be developed under a seperate
SFR Agreement in accordance with that agreement. Said additional housing may be
developed as additional phases of housing and is referred to in the SFR Agreement as the
"Fourth Phase" of the project. A budget is included herein and an identical budget
included in the SFR Agreement for said Fourth Phase. The basis for said Fourth Phase
budget is a detailed budget dated August 13, 1998 which is on file with the Agency
Executive Director. The only changes from said August 13, 1998 budget to the Fourth
Phase project budget is that $250,000 has been deducted from Bonds and Fees to account
for the prorata share of Avenue 48 improvements which as previously discussed are
being contributed to the project by the Agency.
4. Cash flow projections are included in this attachment. The intent of said projections is to
give a general idea of the expected timing of the costs associated with the development of
the project. Actual cost timing may vary from these projections. Insofar as Agency and
Developer wish to assure that there are sufficient funds available to fund costs to be
incurred later in the project Developer may shift funds from a budget category with a
surplus to fund budget categories with a deficit only upon approval of the Agency
Executive Director. The contingency account may fund deficits occurring at any point in
the schedule.
5. Developer has provided a list of plans and specifications which is attached to this
Attachment 11. Developer represents that the Project Budget was developed based upon
the plans and specifications listed and that said list is full and complete. Any substantial
changes in project costs due to significant changes to the project design from that detailed
in the plans in the attached list will not be subject to the Developer guarantee of costs.
Cat-budg-SA-Attl Ldoc 0 s,1 ri � j 0 �) 10/5/98, 3:59 PM
SA Affordable I lousing Agreemcnt
Attachment I I
Developer represents that there have been no changes to the plans and specifications from
the date of said plans and specifications referenced in the attached list to the date this
Affordable Housing Agreement is signed which result in any increases or decreases in
prices which would void the Developer Guarantee.
6. Developer will be commencing construction of the SA Development before Tax Credits
required for its funding have been awarded. If Tax Credits are not awarded additional
SFR housing will be developed in accordance with the Fourth Phase budget and the SFR
Agreement. Before the award of Tax Credits Developer will only construct "Base
Infrastructure", which for the purposes of this Agreement is defined as that infrastructure
construction which will be able to serve either the SA Development or the Fourth Phase
SFR Development.
Cat-budg-SA-Attl l.doc �� ._i � 10/5/99, 3:59 PM
SA Affordable Housing Agreement
Attachment I I
Project Budget
Senior Apartments 018 units)
Sources of Funds (excludin, Agency Assistance)
Proceeds from Sale of Tax Credits
Permanent (takeout) Loan
Income during leaseup
Costs
Land
Bonds & Fees
Offsite Improvements
Common Areas
Engineering
Onsite (directs)
Lot Improvements
Construction Indirects
Project Development
Construction Finance/takeout
Property Taxes
Sales Complex
Sales and Marketing
Contingency
Project costs before Catellus fees
Developer Fees
Overhead:
Profit:
Total Developer Fees, Senior Apartments
Total Costs
$ 7,606,098
917,505
57,758
8,M1,361
0
1,016,862
1,334,524
957,553
155,017
3,574,320
103,750
283,056
386,410
1,152,326
6,630
50,500
120,050
281,733
9,422,731
540,376
594,414
1,134,790
$10,557,521
All budget numbers are guaranteed not to exceed estimates by Developer based upon May
28, 1998 project references and assumptions detailed in the list of plans and specifications
attached hereto for the Village on the Green. Any cost reductions or revenue improvements
are to be applied to reduce the subsidy provided by the City of La Quinta subject to sharing
with Developer per the cost savings agreement percentages setforth in Section 201(5).
Cat-budg-SA-AttI Ldoc rb0/5/98, 3:59 PM
SA Affordable 1 lousing, Agreement
Attachment I I
Single Family Residential (SFR)
Fourth (4t") Phase BudIzet (45 units)
Revenue:
Costs
Project Budget
45 units at weighted average of
$148,643/unit ($75.95/sq.ft.)
Land
Bonds & Fees
Offsite Improvements
Common Areas
Engineering
Onsite (directs)
Lot Improvements
Construction indirects
Project Development
Construction Finance/Takeout
Property Taxes
Sales Complex
Sales & Marketing
Contingency
Project Base Costs
Developer Fees
Overhead:
Profit:
Total Developer Fees, SFR
Total Costs
$ 6,688,946
0
763,067
971,982
351,195
114,875
3,478,686
286,400
315,370
199,255
261,200
11,838
7,500
583,713
227,852
$ 7,572,933
$ 333,567
366,241
699,808
$ 8,272,741
All budget numbers are guaranteed not to exceed estimates by Developer based upon May
28, 1998 project references and assumptions detailed in the list of plans and specifications
attached hereto for the Village on the Green. Any cost reductions or revenue improvements
are to be applied to reduce the subsidy provided by the City of La Quinta subject to sharing
with Developer per the cost savings agreement percentages setforth in Section 201(5).
oorJil
Cat-budg-SA-Attl l.doc 10/5/98, 3:59 I'M