Corporte Fund for Housing/Miraflores 09RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, California 92247
Attention: Executive Director
DOC`# 2009-0666172
12/29/2009 08:00R Fee:NC
Page 1 of la
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
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AFFORDABLE HOUSING IMPLEMENTATION AGREEMENT Eoltfl
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(SENIOR APARTMENTS DEVELOPMENT)
This Affordable Housing Implementation Agreement (Senior Apartments Development)
("Implementation Agreement') is entered into as o�, , 2009 (the "Effective
Date"), by and among LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate
and politic ("Agency"), CORPORATE FUND FOR HOUSING, a California nonprofit public
benefit corporation ("Corporate Fund"), and MIRAFLORES, L.P., a California limited
partnership ("Developer"). Developer, Corporate Fund and Agency are hereinafter collectively
referred to as the "Parties."
RECITALS:
A. Developer is the fee owner of that certain real property located in the City of La
Quinta, County of Riverside, State of California, legally described in Exhibit "A", which is
attached hereto and incorporated herein by this reference (the "Property"). The Property is
developed with a senior affordable housing rental development (the "Project').
B. Agency and Developer are parties to that certain Affordable Housing Agreement
dated December 20, 2000 (the "AHA"), as amended and assigned by that certain Assignment and
Assumption of Affordable Housing Agreement (Senior Apartments Development), dated
June 11, 2001 (the "Assignment'), and as further amended by that certain First Amendment to
Affordable Housing Agreement (Senior Apartments Development) (the "First Amendment').
The AHA, as amended and assigned by the Assignment and as further amended by the First
Amendment, is hereinafter referred to as the "AHA."
C. Pursuant to the AHA, the Agency provided "Agency Assistance" (as defined in
the AHA), in the amount of Nine Million Five Hundred Thousand Dollars ($9,500,000) towards
development of the Project. The AHA requires Developer to repay the Agency Assistance
pursuant to that certain Replacement Promissory Note, dated April 1, 2002 (the "Existing Note").
Repayment under the Existing Note is secured by that certain Replacement Deed of Trust and
Security Agreement with Assignment of Rents and Agreements, executed by Developer as
112/015610-0026
985899.05.11/ 3/09 '1-
Trustor, and recorded on April 3, 2002, as Instrument No. 2002-171478, in the Official Records
of Riverside County (the "Existing Deed of Trust")-
D. In connection with Agency providing the Agency Assistance, Developer's
predecessor -in -interest in and to the Property entered into with the Agency that certain
Regulatory Agreement and Declaration of Covenants, Conditions, and Restrictions, on
December 20, 2000, which was recorded on January 26, 2001, as Instrument No. 2001-035561
(the "Agency Regulatory Agreement"). Upon Developer's acquisition of the Property on or
about June 11, 2001, Developer assumed all of the obligations of the "Participant" under the
Agency Regulatory Agreement.
E. The Parties now wish to (i) clarify that the Agency Assistance was intended to be
provided in the form of a grant from the Agency rather than in the form of a loan, and (ii)
restructure the AHA and related documents to effect the same. In connection with such
restructuring, Developer has directed the Agency to restructure the transaction as a grant to the
Corporate Fund instead of as a grant to the Developer. Simultaneously with such grant, the
Corporate Fund will loan the Agency Assistance to the Developer. To simplify the
documentation involved in effecting this transaction, Developer has requested that Agency
assign the Existing Note and Existing Deed of Trust to the Corporate Fund.
F. To accomplish the restructuring, the Parties now desire to provide for (i)
Agency's assignment of the Existing Note and Existing Deed of Trust to the Corporate Fund
pursuant to an assignment and assumption agreement in the form attached hereto and
incorporated herein as Exhibit "B" (the ("Assignment Agreement"); (ii) the repayment by
Agency to the Corporate Fund of the first payment made by Developer to Agency under the
Existing Note, plus interest; and (iii) the Developer's deposit of a certain portion of Developer's
net operating income into a new Project account used to fund Project improvements, social
programs, and amenities.
AGREEMENT
In consideration of the foregoing Recitals, which are incorporated herein by this reference,
and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Parties hereto agree as follows:
1. Agency's Grant and Assignment to Corporate Fund. Agency hereby states that the
Agency Assistance was intended to be a grant provided to the Corporate Fund. Concurrently
with the execution hereof, the Agency and the Corporate Fund shall execute the Assignment
Agreement. The Parties acknowledge and agree that notwithstanding the execution by Agency
and the Corporate Fund of the Assignment Agreement, (i) the intention of the Parties is for the
Agency to grant the Agency Assistance to Corporate Fund and for the Corporate Fund to
simultaneously loan the Agency Assistance to the Developer, (ii) the effect of this transaction on
the Agency is cancellation of the Existing Note, and (iii) said execution is solely for the purpose
of simplifying the documentation involved in this transaction and avoiding the necessity of
preparing and executing new loan documentation between Developer and the Corporate Fund.
882,015610-0026
985899,05 a11/23/09 -2-
2. Agency's Return of Cash Flow Payment. Within fifteen days after the Effective Date,
the Agency shall pay to the Corporate Fund from its Low and Moderate Housing Fund the sum
of Fifty -Six Thousand One Hundred Ninety -Eight Dollars ($59,560.64) (the "Agency
Payment"), which is the sum of the one (1) Cash Flow payment that has been made by Developer
to Agency under the Existing Note plus three percent (3%) interest.
3. Project Enhancement Account.
3.1. Establishment of Project Enhancement Account. Within fifteen (15) days after
the Effective Date, Developer shall establish a new account for the Project (the "Project
Enhancement Account"). Commencing as of calendar year 2008, in each calendar year in which
there is positive "Cash Flow" (as the term "Cash Flow" is defined below), Developer shall
deposit SEVENTY FIVE PERCENT (75%) of that calendar year's Cash Flow into the Project
Enhancement Account. With the exception of the yearly payment for calendar year 2008, each
such yearly payment shall be due not later than the April I" that follows the end of each such
calendar year, or, if such April 1' is a Saturday, Sunday, or legal holiday, the payment shall be
due the next succeeding business day. Developer shall deposit into the Project Enhancement
Account the yearly payment for calendar year 2008 within fifteen (15) days after Developer
establishes the Project Enhancement Account.
For purposes of this Section 3.1, the term "Cash Flow" means: (A) all income derived by
Developer from the Property including, without limitation, all tenant rent, all rental subsidy
payments made by governmental agencies, and income from any source related to Developer's
owning, leasing, maintenance, and operation of the Property and improvements thereon ("Gross
Income"); less (B) (i) expenses actually and reasonably incurred by Developer in owning,
leasing, operating, maintaining, and repairing the Property (excluding insurance proceeds and
any costs or expenses paid or reimbursed by third parties), including without limitation,
insurance, taxes, maintenance and repair expenses for the Property, services to the residents
specified in Developer's application to the State of California Tax Credit Allocation Committee,
capital improvements not funded from the "Capital Replacement Reserve" (as that term is
defined below) (the Capital Replacement Reserve shall be the first source of funds used by
Developer for capital improvements to the Property), management costs, an annual Issuer Fee
paid to Agency of one eighth of a percent (0.125%) of the outstanding balance on the "Senior
Note" (as that term is defined below) (which shall be paid prior to the payment of any
partnership management fee or any general partner or managing general partner asset
management fee), a general partner or managing general partner asset management fee not to
exceed one and a quarter percent (1.25%) of Gross Income, a partnership management fee not to
exceed Ten Thousand Dollars ($10,000) per calendar year, developer fees, reasonable accounting
and legal fees, and cost of debt service on loans secured by deeds of trust recorded against the
Property as of the Effective Date, and any loans recorded after the Effective Date if such loans
are approved in advance by the Agency; (ii) the net amount of deposits, if any, into the Capital
Replacement Reserve; and (iii) a property management fee which shall not exceed six percent
(6%) of the Gross Income generated by the Property. Cash Flow shall be calculated on an
accrual basis without regard to any carry-over of profit or loss from any prior calendar year.
As used herein, the terms "Capital Replacement Reserve," shall have the meaning
ascribed thereto in the Agency Regulatory Agreement; and the term "Senior Note" shall mean,
882/015610-0026
9 8 5899.05 .11/23/09 -3-
collectively, (i) that certain Multifamily Note in the principal amount of $5,000,000 (including
any addenda, the "Variable Rate Note") and (ii) that certain Multifamily Note in the principal
amount of $3,000,000 (including any addenda, the "Fixed Rate Note"), issued in connection with
the Project financing and payable to Agency as assigned to Wells Fargo Bank, National
Association, as Trustee and Fannie Mae.
3.2. Use of Proiect Enhancement Account Funds. Funds in the Project Enhancement
Account shall be used only for the following purposes:
To upgrade or expand existing amenities or facilities at the Project or at another
affordable rental housing development located in the City of La Quinta and owned by Developer
or one of the principals of Developer (a "Related Development");
To construct or install new amenities at the Project or at a Related Development;
To upgrade or expand existing social service programs at the Project or at a
Related Development;
To establish new social service programs at the Project or at a Related
Development;
Other enhancements or capital improvements to the Project, to a Related Project,
or to any other affordable rental housing development located in the City of La Quinta, which
has been approved, in writing, by the Agency.
3.3. Annual Updates to the City. On or before each April l during the fifty-five (55)
year term of the Agency Regulatory Agreement, Participant shall provide Agency with an
accounting of the Project Enhancement Account, including the account balance as of the date of
the report, and the expenditures of Project Enhancement Account funds during the prior calendar
year.
3.4. Corporate Fund's Acknowledgement Regarding Project Enhancement Account.
The Corporate Fund acknowledges that the funds required hereunder to be deposited into the
Project Enhancement Account are the same funds that are required to be paid by Developer to
the Corporate Fund under the Existing Note. The Corporate Fund agrees that Developer's
deposit of such funds into the Project Enhancement Account and expenditure consistent with the
terms hereof shall constitute payment by Developer to the Corporate Fund under the Existing
Note.
4. Time of Essence. Time is of the essence in the performance of this Implementation
Agreement.
Defaults: Remedies
5.1. Legal Actions. In addition to any other rights or remedies, any party may, subject
to Section 5.6 below, institute legal action to cure, correct or remedy any default, or to obtain any
other remedy consistent with the purposes of this Implementation Agreement. Such legal actions
882/015610-0026
985899.05 al 1/23/09 -4-
must be instituted and maintained in the Superior Court of the County of Riverside, State of
California, or in any other appropriate court in that county.
5.2. Applicable Law. The internal laws of the State of California shall govern the
interpretation and enforcement of this Implementation Agreement, without regard to conflict of
law principles.
5.3. Acceptance of Service of Process. In the event that any legal action is
commenced by the Developer or the Corporate Fund against Agency, service of process on
Agency shall be made by personal service upon the Executive Director or Agency Secretary, or
in such other manner as may be provided by law. In the event that any legal action is
commenced by Agency against the Developer and/or the Corporate Fund, service of process on
the Developer and/or the Corporate Fund shall be made by personal service upon the Developer
and/or the Corporate Fund or in such other manner as may be provided by law, and shall be valid
whether made within or outside the State of California.
5.4. Attorneys' Fees. In the event that a party to this Implementation Agreement
brings an action against any other party hereto by reason of the breach of any obligation arising
out of this Implementation Agreement, the prevailing party in such action shall be entitled to
recover from the other party(ies) expert witness fees, and its reasonable attorney's fees and costs.
Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to
attorney's fees shall be entitled to all other reasonable costs for investigating such action,
including the conducting of discovery.
5.5. Rights and Remedies are Cumulative. Except as otherwise expressly stated in this
Implementation Agreement, the rights and remedies of the Parties are cumulative, and the
exercise by any party of one or more of its rights or remedies shall not preclude the exercise by
it, at the same or different times, of any other rights or remedies for the same default or any other
default by another party.
5.6. Defaults. if any party defaults with regard to any of the provisions of this
Implementation 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 within thirty (30)
days after the defaulting party's receipt of such notice, the nondefaulting party may thereafter
(but not before) commence an action for damages against the defaulting party with respect to
such default; provided, however, that Developer's and the Corporate Fund's damages shall be
jointly, severally, and collectively limited to the Agency Payment and in no event shall
Developer and/or the Corporate Fund be entitled to lost profits, consequential damages, or any
damages of such like kind or nature.
6. Executive Director Authority. The Agency hereby delegates to the Executive Director
the authority to execute all documents and agreements required to implement this
Implementation Agreement.
7. Effect of Implementation Agreement on AHA. Except as set forth herein, the terms and
conditions of the AHA shall remain in full force and effect.
182/015610-0026
985899,05 al 1/23/09 -5-
8. Counterparts. This Implementation Agreement may be fully executed in counterparts,
each of which shall constitute one original and all of which shall be one and the same instrument.
9. Nonliability of Agency and City Officials. No member, official, officer, employee,
agent, representative, or consultant of Agency or the City of La Quinta shall be personally liable
to Developer or the Corporate Fund, or any successor in interest of either of said entities, in the
event of any default or breach by Agency or City or for any amount which may become due to
Developer or the Corporate Fund to any successor of either of such entities, or on any obligations
under the terms of this Implementation Agreement.
10. Waivers. All waivers of the provisions of this Implementation Agreement must be in
writing and signed by the appropriate authorities of Agency, the Corporate Fund, and/or
Developer.
[end — signature page follows]
882/015610-0026
9 8 5899.05 .11/23/09 -6-
IN WITNESS WHEREOF, the Parties hereto have entered into this Implementation
Agreement as of the date first above written.
"Developer"
MIRAFLORES, L.P., a California limited
partnership
By: LINC HOUSING CORPORATION,
a California nonprofit public benefit
corporation, its wlna ' General Partner
unter L. ohnson, its
President
"Corporate Fund"
CORPORATE FUND FOR HOUSING,
California no blic benefit corporation
y.
Hunter L. Johnson
President and Chief Executive Officer
"Agency"
LA QUINTA REDEVELOPMENT AGENCY,
public bo�e a�oli '
B �
Thomas P. Genovese
Executive Director
APPROVED AS TO FORM:
RUTTAAN & TUCKER, LLP
Attorneys for the La Quinta
Redevelopment Agency
882/015610-0026
985899.05 al1/23/09
State of California )
County of midee-444P"— )
5 5 2oo4 before me ,yz'tl fd, On-- ¢ Ce BA-b2.r � 1 ,
insert name and title of the officer)
Notary Public, personally appeared er `• J04(-S
who proved to me on the basis of satisfactory evidence to be the persor4s�mhose namp(s) isT;?
subscribed to the within instrument and acknowledged to me that he/§Ileltheyexecuted the same
in his/berg authorized capacity(, and that by his/herhheir signature(rMn the instrument
the persoU(e' ,, or the entity upon behalf of which the persoa(T acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature Seal)
State of California fib
County ofiaerside—
ra.. e
ELIZABETH A. DAVIS
G COMMISSIONS 1764282p
Wary Public - CSIibmia V
ORANGE COUNTY
NW21 2 My Comm. EM M AuS. 28, 20
On�cew.�bw /S_ 2009 before me, & rza e r A S
L nsea name and title of the officer)
Notary Public, personally appeared Err e A� s r�
who proved to me on the basis of satisfactory evidence to be the person(&) -whose name,Kis/3F'
subscribed to the within instrument and acknowledged to me that he/she4vy executed the same
in his/beTll4c2r authorized capacity(iesj, and that by his/her?SIe signaturekR) nn the instrument
the persoriksj, br the entity upon behalf of which the persqu(e)tcted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official cal.
ELIZABETH A. DAVIS
• COMMISSIONS 1764282 0
Signature.a—(deal) O NOWry Public CaM1bmfS 9
ORANGE COUNTY
My Cantu.Etpil Aup. 28.201/
112/015610-0026
985899.05 at 1/23/09 -g'
State of California
County of Riverside
On tall � lapp9 before me,
nn ,n,L, name and title of Ilic officer)
Notary Public. uersonally anneared Nu.- � &o.tr t' . Ol�
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
I "t
882/015610-0026
985899.05 M1/23/09 -9-
plMtls fMf
Commbala+ • 1697M
:j Notary public • CditM O
2 Riverside CouNN
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The land referred to herein is situated in the State of California, County of Riverside, City of
La Quinta, described as follows:
REMAINDER PARCEL, OF TRACT 28601-1, AS SHOWN BY MAP IN FILE IN
BOOK 278, PAGES 86 THROUGH 90, INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA.
182/015610-0026
995899.05 a] 1/23/09 EXHIBIT "A"
EXHIBIT `B"
ASSIGNMENT AGREEMENT
[See following pages]
89Z 015610-0026
985899,05 al 1/23/09 EXHIBIT "B"
Recording Requested By And
When Recorded Mail To:
LA QUINTA REDEVELOPMENT AGENCY
78-495 Calle Tampico
La Quinta, California 92253
Attention: Executive Director
Space above this line for Recorder's use only
This Assignment and Assumption is recorded at the
request and for the benefit of the La Quinta
Redevelopment Agency and is exempt from the
payment of a recording fee pursuant to Government
Code Section 27383.
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into as of this _ day of , 2009 ("Effective Date"), by and between LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") and
CORPORATE FUND FOR HOUSING, a California nonprofit public benefit corporation
("Assignee"), and with reference to the following facts:
RECITALS
A. Mira Flores, L.P., a California limited partnership, is the fee owner of that certain
real property located in the City of La Quinta, County of Riverside, State of California, legally
described in Exhibit "A", which is attached hereto and incorporated herein by this reference (the
"Property"). The Property is developed with a senior affordable housing rental development (the
"Project').
B. Agency and Developer are parties to that certain Affordable Housing Agreement
dated December 20, 2000 (the "AHA"), as amended and assigned by that certain Assignment and
Assumption of Affordable Housing Agreement (Senior Apartments Development), dated
June 11, 2001 (the "Assignment'), and as further amended by that certain First Amendment to
Affordable Housing Agreement (Senior Apartments Development) (the "First Amendment").
The AHA, as amended and assigned by the Assignment and as further amended by the First
Amendment, is hereinafter referred to as the "AHA."
C. Pursuant to the AHA, the Agency provided "Agency Assistance" (as defined in
the AHA), in the amount of Nine Million Five Hundred Thousand Dollars ($9,500,000) towards
development of the Project. The AHA requires Developer to repay the Agency Assistance
pursuant to that certain Replacement Promissory Note, dated April 1, 2002 (the "Existing Note").
Repayment under the Existing Note is secured by that certain Replacement Deed of Trust and
Security Agreement with Assignment of Rents and Agreements, executed by Developer as
Trustor, and recorded on April 3, 2002, as Instrument No. 2002-171478, in the Official Records
of Riverside County (the "Existing Deed of Trust").
882/015610-0026 Page 1 of 2
985899 a 05 al 1/23/09 g
D. Concurrently with the execution hereof, Agency, Developer, and Assignee
entered into that certain Affordable Housing Implementation Agreement (Senior Apartments
Development), pursuant to which they (i) clarified that the Agency Assistance was intended to be
provided in the form of a grant from the Agency rather than in the form of a loan, and (ii) agreed
to restructure the AHA and related documents to effect the same. In connection with such
restructuring, Developer directed the Agency to restructure the transaction as a grant to the
Assignee. instead of as a grant to the Developer, such that the Assignee could then loan the
Agency Assistance to the Developer. To simplify the documentation involved in the transaction
and avoid the processing of additional loan documentation, Developer requested that Agency
assign the Existing Note and Existing Deed of Trust to the Assignee.
E. Agency now desires to assign to Assignee, and Assignee desires to accept from
Agency, all of the rights and related obligations of Agency under the Existing Note and Existing
Deed of Trust (collectively, the "Agency Documents").
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein by this reference, and of the mutual promises of the parties hereto and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
I. Assignment. Agency hereby assigns and delegates to Assignee all of Agency's
right, title, and interest in and obligations under the Agency Documents.
2. Acceptance of Assignment. Assignee hereby accepts the above assignments and
hereby assumes, agrees, and undertakes to perform all of the obligations, covenants, and
agreements of Agency pursuant to the Agency Documents. Any reference to Agency in the
Agency Documents shall be deemed a reference to Assignee.
3. Release of Agency. As of the Effective Date, Agency shall be released from all
obligations imposed under the Agency Documents.
4. Effective Date. This Agreement shall be effective as of the Effective Date listed
in the preamble hereof.
5. Representations. Agency hereby represents and warrants that it has not
previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the
Agency Documents.
6. California Law. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of California, without regard to conflict of law
principles.
7. Invalidity. Any provision of the Agreement which is determined by a court to be
invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall
remain in full force and effect as if the invalid or unenforceable provision had not been a part
hereof.
882/015610-0026 Page 2 of 2
985899.05 a]1/23/09 g
8. Headings. The headings used in this Agreement are for convenience only and
shall be disregarded in interpreting the substantive provisions of this Agreement.
9. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one instrument.
[End — Signature page follows]
882/015610-0026 Page 3 of 2
985899,05 al 1/23/09 g
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Attorneys for the La Quinta
Redevelopment Agency
"Agency"
LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic
Thomas P. Genovese
Executive Director
"Assignee"
CORPORATE FUND FOR HOUSING, a
California nonprofit public benefit corporation
Title:
882/015610-0026 Page 4 of 2
985899.05 .11/23/09 g
State of California
County of Riverside
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California
County of Riverside
before me,
(insert name end title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
882/015610-0026 Page 5 of 2
985899.05 a] 123/09 ii
CONSENT TO RECORDATION
MIRA FLORES, L.P., a California limited partnership ("Owner"), owner of the fee interest in
the real property legally described in Attachment No. 1 hereto, hereby consents to the
recordation of the foregoing Assignment and Assumption Agreement against said real property.
MIRAFLORES, L.P., a California limited
partnership
By: LINC HOUSING CORPORATION,
a California nonprofit public benefit
corporation, its Managing General Partner
Hunter L. Johnson, its
President
State of California
County of Riverside
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
882/015610-0026 Page 6 of 2
985899.05 a11/23/09 g
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The land referred to herein is situated in the State of California, County of Riverside, City of
La Quinta, described as follows:
REMAINDER PARCEL, OF TRACT 28601-1, AS SHOWN BY MAP IN FILE IN
BOOK 278, PAGES 86 THROUGH 90, INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA.
882/015610-0026 Page 7 of 2
985899.05 al 1123/09 g
Recording Requested By And
When Recorded Mail To:
LA QUINTA REDEVELOPMENT
78-495 Calle Tampico
La Quinta, California 92253
Attention: Executive Director
DOC # 2009-0666173
12/29/2009 08:00A Fee:NC
Page 1 of 7
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
1111111111111111111111111111111111111111111111111111111
AGENCY
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This Assignment and Assumption is recorded at the
request and for the benefit of the La Quinta
Redevelopment Agency and is exempt from the
payment of a recording fee pursuant to Government
Code Section 27383.
ASSIGNMENT AND ASSUMPTION AGREEMENT
062
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into as of this%S day of T,kL , 2009 ("Effective Date"), by and between LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") and
CORPORATE FUND FOR HOUSING, a California nonprofit public benefit corporation
("Assignee"), and with reference to the following facts:
RECITALS
A. Mira Flores, L.P., a California limited partnership, is the fee owner of that certain
real property located in the City of La Quinta, County of Riverside, State of California, legally
described in Exhibit "A", which is attached hereto and incorporated herein by this reference (the
"Property"). The Property is developed with a senior affordable housing rental development (the
"Project').
B. Agency and Developer are parties to that certain Affordable Housing Agreement
dated December 20, 2000 (the "AHA"), as amended and assigned by that certain Assignment and
Assumption of Affordable Housing Agreement (Senior Apartments Development), dated
June 11, 2001 (the "Assignment'), and as further amended by that certain First Amendment to
Affordable Housing Agreement (Senior Apartments Development) (the "First Amendment').
The AHA, as amended and assigned by the Assignment and as further amended by the First
Amendment, is hereinafter referred to as the "AHA."
C. Pursuant to the AHA, the Agency provided "Agency Assistance" (as defined in
the AHA), in the amount of Nine Million Five Hundred Thousand Dollars ($9,500,000) towards
development of the Project. The AHA requires Developer to repay the Agency Assistance
pursuant to that certain Replacement Promissory Note, dated April 1, 2002 (the "Existing Note").
Repayment under the Existing Note is secured by that certain Replacement Deed of Trust and
Security Agreement with Assignment of Rents and Agreements, executed by Developer as
Trustor, and recorded on April 3, 2002, as Instrument No. 2002-171478, in the Official Records
of Riverside County (the "Existing Deed of Trust').
882/015610-0026
985899.05.11123/09 Page 1 of 2
D. Concurrently with the execution hereof, Agency, Developer, and Assignee
entered into that certain Affordable Housing Implementation Agreement (Senior Apartments
Development), pursuant to which they (i) clarified that the Agency Assistance was intended to be
provided in the form of a grant from the Agency rather than in the form of a loan, and (ii) agreed
to restructure the AHA and related documents to effect the same. In connection with such
restructuring, Developer directed the Agency to restructure the transaction as a grant to the
Assignee instead of as a grant to the Developer, such that the Assignee could then loan the
Agency Assistance to the Developer. To simplify the documentation involved in the transaction
and avoid the processing of additional loan documentation, Developer requested that Agency
assign the Existing Note and Existing Deed of Trust to the Assignee.
E. Agency now desires to assign to Assignee, and Assignee desires to accept from
Agency, all of the rights and related obligations of Agency under the Existing Note and Existing
Deed of Trust (collectively, the "Agency Documents").
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein by this reference, and of the mutual promises of the parties hereto and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1. Assignment. Agency hereby assigns and delegates to Assignee all of Agency's
right, title, and interest in and obligations under the Agency Documents.
2. Acceptance of Assignment. Assignee hereby accepts the above assignments and
hereby assumes, agrees, and undertakes to perform all of the obligations, covenants, and
agreements of Agency pursuant to the Agency Documents. Any reference to Agency in the
Agency Documents shall be deemed a reference to Assignee.
3. Release of Agency. As of the Effective Date, Agency shall be released from all
obligations imposed under the Agency Documents.
4. Effective Date. This Agreement shall be effective as of the Effective Date listed
in the preamble hereof.
5. Representations. Agency hereby represents and warrants that it has not
previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the
Agency Documents.
6. California Law. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of California, without regard to conflict of law
principles.
7. Invalidity. Any provision of the Agreement which is determined by a court to be
invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall
remain in full force and effect as if the invalid or unenforceable provision had not been a part
hereof.
982/015610-0026
985899,05 al1/23/09 Page 2 of 2
8. Headings. The headings used in this Agreement are for convenience only and
shall be disregarded in interpreting the substantive provisions of this Agreement.
9. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one instrument.
[End — Signature page follows]
112/015e10-002e
985899.05 al 1/23,09 Page 3 of 2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
APPROVED AS TO FORM:
RUT N & TUCKER, LLP
Attorneys for the La Quinta
Redevelopment Agency
"Agency"
LA QUINTA REDEVELOPMENT AGENCY,
public body, corporate and pol' is
Byy
Thomas P. Genovese
Executive Director
"Assignee"
CORPORATE FUND FOR HOUSING,
California none[ ft pubfic,benefit corporation
Title:
i unter L. Johnson
Pe esiurni and C ueecnxcCu[ivc-O Officer
982/0156104026
985899.05 a11/23/09 Page 4 of 2
State of California
County of Riverside
On tall (at,\M9 before me, D
(>:io tame and title of the Icer)
Notary Public, personally anneared 94..
I.S-W P.
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signat
State of California
County of44vo s dw Eat2—
oro+ a
Seal 2 Colalan III16077N
(Seal) Notary Public - CditMi0ide WenCounty
Mmm
y Comm. Expires Oct 16, 2011
7�ef��llG %�4h�@4
COmAwk 169?79(m
&C? . Doi-. tto,aolo
On-Dece oA 6�5— 15, 2009 before me, Eli 2-A.�"- 4' A- u IJ
(insen name and title of the officer)
Notary Public, personally appeared w �. Jo l..is ova
who proved to me on the basis of satisfactory evidence to be the person(krwhose nameW is/arm
subscribed to the within instrument and acknowledged to me that heL%hc1k-3r-executed the same
in his/herllkq authorized capacity4esj 8nd that by his/her/SLr signature4Nj't)n the instrument
the persotl(a-Ybr the entity upon behalf of which the persouKacted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
4,Slpature—
ELIZABFTHX DAVIS
_ COMMISSION# 178e282 D
= Q j Nowry WOIk - CalibmW y
O ORANGE COUNTY
(Seal) My Comm. Eyq ea Au#. 2a. 2011
882/015610-0026
985999.05 eI V27/09 Page 5 of 2
CONSENT TO RECORDATION
MIRA FLORES, L.P., a California limited partnership ("Owner"), owner of the fee interest in
the real property legally described in Attachment No. I hereto, hereby consents to the
recordation of the foregoing Assignment and Assumption Agreement against said real property.
MIRAFLORES, L.P., a California limited
partnership
By: LINC HOUSING CORPORATION,
a California no fi benefit
corporation, it M a ing Ge eral Partner
By:
unter L. Johnson, its
President
State of California )
County of+versiAe
On 15, Tou9 before me, k`7r4 . bA.I.AS
(insert name and title of the officer)
Notary Public, personally appeared �J'e✓ L • -/,)" J:
who proved to me on the basis of satisfactory evidence to be the person(g)-Whose nam%(<is/area
subscribed to the within instrument and acknowledged to me that he4slii�xecuted the same
in his/betlA3er authorized capacity(ies)r and that by his/hertFAci1'signature(s)'bn the instrument
the persotl(s)'or the entity upon behalf of which the person(sj acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct. ELRAeEnI A. OAvs
G COMMISSION#1M4282n
WITNESS my hand and official seal. 3 "°"^ P °1'0a0�"" a
tr ORANGE COONTY _
MY Comm. EivAm Aug. 28.2011
Signature v (Seal)
882/015610-0026 Page 6 of 2
985899.05 al I/23/09 g
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The land referred to herein is situated in the State of California, County of Riverside, City of
La Quinta, described as follows:
REMAINDER PARCEL, OF TRACT 28601-1, AS SHOWN BY MAP IN FILE IN
BOOK 278, PAGES 86 THROUGH 90, INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA.
882/015630-0026
985899.05.11/23/09
Page 7 of 2