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1994 E.G. Williams Development Corp - Disposition & Development AgreementDISPOSITION AND DEVELOPMENT AGREEMENT by and between the LA QUINTA REDEVELOPMENT AGENCY "AGENCY," and E.G. WILLIAMS DEVELOPMENT CORPORATION "DEVELOPER" TABLE OF CONTENTS I [§100] SUBJECT OF AGREEMENT .... . A. 1§1011 Purpose of Agreement B. [§102] Definitions 1 C. [§103] Parties to the Agreement ............... . I 1. [§104] The Agency 3 2.[§105 ] The Developer .... ................ 9 3. [§106] Prohibition A • ' ' • Control Against Change in Ownership - - , Management and 9 D. [§107j Representations by the Developer .... . y the Developer ... , " " ' • • • . • 10 II. [§200] DISPOSITION OF THE SITE .... 11 A• [§201] Sale B. 12 [§202j Escrow • .................. . C. [§203] conveyance................. 12 of Title b D. [§204 Y Agency 12 ] Condition of Title .. - E. [§205] Recordation of Documents . 15 ................... F. [§206] Title Insurance .. IS G. [§207j Condition of the Site 16 H. [§208] Conditions Precedent to the Conveyance•-• e . . . ' ...... . . . . . ' ' ' . 16 I [§2091 Subdivision Ma 16 J. [§210] Submission of Evidence of lance; Merger of Parcels ' ' ' ' ' ' • • 17 K• [§211] Environmental Financing Commitments and Loan o - ' ' ' 19 Matters ........ Closing 19 .............. III. [§300] DEVELOPMENT ' ' • ' ' ' • • • • 20 A ] OF THE SITE ... . [§301 Development of the Site and Detention Basin Area by the Developer .. . 1 • [§302] Scope of Develop23 2. [§303] Design Concept Drawings 23 3. [§304] Construction Drawings and Related Documents... ' ..... . . ' 23 4. [§305j A 23 5 Agency Approval of Plans Drawings, and Related Documents 24 [§306] Cost of Of and Basin Assistance - 24 6. [§307] on; Schedule 7. [§308] Bodily 24 8. [§309 Y Injury and Property Damage Insurance . 25 ] City and Other Governmental Agency Permits 25 9• [§310] Rights of Access 10. [§311] Local, State and Federal Laws . . ' . . . . . . ' ' • 26 11. [§3121 Antidiscrimination decal ' • ... • .... ' ' ' ' 26 B [§3131 Taxes, Assessments, Encumbran es andtLiensn, ' . 26 C. [§314] Prohibition A . . . . . . . . • ' . ' . • • 26 Thereon gainst Transfer of the Site the Buildings or Structures 27 D [§315 and Assignment of Agreement l Mortgage, Deed of Trust, Sale and Lease' Back Financin Holders 27 1. [§316 8> Rights of ] No Encumbrances Except Mortgages, Deeds of Trust, 27 and Lease -Back for Development or Sale 2• [§317] Holder Not Obligated to Construct I27 mprovements %agee o. 3• [§318] Notice of Default to Mort Right to Cure r Deed of Trust Holders; 28 4 [§3191 Failure of Holder to Complete Improvements .... • ' ' 28 28 Jm 24. 199/ PUel.; 16002-21941 B2338.22 1 5. [§320] Right of the Agency to Cure Mortgage or Deed of Trust 29 Default ........................ ' • • ' ' Right of the Agency to Satisfy Other Liens on the Site After Title E. [§321] 29 . Passes ......... ............................... 29 F. 1§3221 Certificate of Completion ........................ . 31 G. [§323] Development of Site for Affordable Housing ......... . . . . • ' . . 31 1. [§324] Sale of Ownership Units ........... • . . . • • . • ' ' ' ' ' ' ' 31 2. [§325] [Intentionally Omitted] ................... • . • ' • ' • . 31 3• [§326] Rent of Rental Units .................... • • • ' 31 4. [§327] [Intentionally Omitted] ................... • . • ' .... 32 H. [§328] Conditions Precedent for Ownership Conveyance Area .......... . 32 I. [§329] Conditions Precedent for Rental Conveyance Area ............. . 34 J. (§330] Detention Basin Assistance ....... . ..................... 34 K. (§331] Disbursement of Certain Funds ....................... . . 35 L. [§332] Responsibility for Completion of Detention Basin Improvements ..... 36 IV. [§400] USE OF THE SITE ...................................... ' ' ' . . 36 A. [§401] Affordable Housing .......................... • . • 1. [§402] Commitment of Units for Affordable Housing ........... . 36 2, [§403] Determination of Purchase Price ............ . • . • ' ' ' 36 . . 36 3. [§404] Approval of Initial Purchasers ....................... 37 4. [§405] Buyer/Agency Loans ........................... 37 5. [§406] Covenants to Remain Affordable .................... 38 6. (§407] Marketing ................................... 38 7, [§408] Best Efforts to Sell Ownership Units .................. 38 8. [§409] Rental Units ................................ . 41 9. [§410] Maintenance of the Rental Units ..................... 41 10. [§411] Reporting Requirement .................. • . • ' ' ' . . 41 B. 11. [§412] [intentionally omitted] ......... . . . • . . • . ' • . • . ' . . [§413] Use In Accordance with Redevelopment Plan; Nondiscrimination ..... . . 41 C. [§414] Effect of Violation of the Terms and Provisions of this Agreement 43 After Completion of Construction ................ • . • ' ' ' 43 D. [§415] Maintenance of the Site .............................. . V. [§500] GENERAL PROVISIONS .................................. A. [§501] Notices, Demands and Communications Between the Parties � � � ' 45 ' ' 45 B. [§502] Conflicts of Interest ................................. 45 4 5 C. [§503] Enforced Delay; Extension of Times of Performance ............ . 46 D. p ......................... [§504] Inspection of Books and Records V1. [§600] DEFAULTS AND REMEDIES ............................... 47 47 A. [§601] Defaults -- General .................................. 47 B. [§602] Legal Actions ................................ 47 1. [§603] Institution of Legal Actions ....................... 47 2. [§604] Applicable Law ......................... • • • ' • • 47 3, [§605] Acceptance of Service of Process .................... 48 C. [§606] Rights and Remedies Are Cumulative ...................... 48 D. [§607] Inaction Not a Waiver of Default ......................... 48 E. [§608] Remedies and Rights of Termination ...................... . 48 1. [§609] Termination by the Developer Prior to Conveyance ......... J. u. ,� ii Pueu16002-21941B2338.22 2. [66101 Termination by the Agency Prior to Conveyance F, .......... [§6111 Rights and Remedies After Conveyance 48 G. ....... . . • • [§612] Additional Developer Warranties , � . � .. ' ' 49 H. . (6613) Additional Rights and Remedies After the Completion of Construction 49 51 VII. 1§7001 SPECIAL PROVISIONS A. B. [§7011 Submission of Documents to the A cnc fA • • • • g yor PProval ........ 51 [§702j Real Estate Commissions 51 C. .. [§7031 Successors In Interest 51 D. (§704) Amendments to this Agreement . " ' ' 51 VIII. [§8001 .......................... ENTIRE AGREEMENT, WAIVERS 51 ...... 52 1X. [§900] TIME FOR ACCEPTANCE OF AGRFEM£NT BY AGENCY ... ....... 52 ATTACHMENTS: Attachment No. 1 Site Map Attachment No. 2 Descriptions Attachment No. 3 Description of Ownership Units Attachment No. 4 Description of the Units Attachment No. 5 Schedule of Performance Attachment No. 6 Grant Deed Attachment No. 7 Scope of Development Attachment No. 8 Certificate of Completion Attachment No. 9 Buyer/Agency Note Attachment No. Attachment No. 10 11 Resale Restriction Agreement and Option to Purchase Attachment No. 12 : Rental Conveyance Area Promissory Note Rental Conveyance Area Deed of Truit Attachment No. 13 : Maintenance Agreement Attachment No. 14 : Request for Notice of Default Attachment No. 15 : Declaration of Conditions, Covenants and Restrictions for Property (Ownership Property) Attachment No. 16 : Income Verification Attachment No. Attachment No. 17 18 t.ertification of Continuing Program Compliance Assignment and Consent Agreement Attachment No. 19 Buyer Disclosure Attachment No. 20 Memorandum of Agreement Attachment No. Attachment No. 21 22 Ownership Conveyance Area Promissory Note Ownership Conveyance Area Deed Attachment No. 23 of Trost Affordability Agreement Attachment No. 24 Subordination Agreement )� 29. 1904 -,*I I AW2-2194182338.22 111 f 2. [§6101 Termination by the Agency Prior to Conveyance .......... 48 F. [§6111 Rights and Remedies After Conveyance ............. 49 g y ..... G. [§6121 Additional Developer Warranties ..................... . .. 49 H. [§6131 Additional Rights and Remedies After the Completion of Construction . 51 VII. [§7001 SPECIAL PROVISIONS ................................... 51 A. [§7011 Submission of Documents to the Agency for Approval ............ 51 B. [§7021 Real Estate Commissions .............................. C. [§703] Successors In Interest 51 D. [§7041 Amendments to this Agreement .......................... 51 VIII. [§800] ENTIRE AGREEMENT, WAIVERS ........................... 52 IX. [§9001 TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ........... 52 ATTACHMENTS: Attachment No. I Site Map Attachment No. 2 Descriptions Attachment No. 3 Description of Ownership Units Attachment No. 4 Description of the Units Attachment No. 5 Schedule of Performance Attachment No. 6 Grant Deed Attachment No. 7 Scope of Development Attachment No. 8 Certificate of Completion Attachment No. 9 Buyer/Agency Note Attachment No. 10 Resale Restriction Agreement and Option to Purchase Attachment No. I 1 Rental Conveyance Area Promissory Note Attachment No. 12 Rental Conveyance Area Deed of Trust Attachment No. 13 Maintenance Agreement Attachment No. Attachment No. 14 15 Request for Notice of Default Declaration of Conditions, Covenants and Restrictions for Property (Ownership Property) Attachment No. 16 Income Verification Attachment No. 17 Certification of Continuing Program Compliance Attachment No. 18 Assignment and Consent Agreement Attachment No. 19 Buyer Disclosure Attachment No. 20 Memorandum of Agreement Attachment No. 21 Ownership Conveyance Area Promissory Note Attachment No. 22 Ownership Conveyance Area Deed of Trust Attachment No. 23 Affordability Agreement J.X 19 PURL: 16002-21941 B2338.22 111 DISPOSITION AND DEVELOPMENT AGREEMENT THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement") is entered into by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency") and E.G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation (the "Developer"). The Agency and the Developer hereby agree as follows: I. [§1001 SUBJECT OF AGREEMENT A. [§1011 Purpose of Agreement 1. The Agency is required by California Health and Safety Code Section 33334.2, et sM., to expend a certain percentage of property taxes allocated to it for the purpose of increasing, improving and preserving the City of La Quinta's supply of very low-, low- and moderate -income housing available at an affordable housing cost. 2. The Agency has acquired approximately 35.23 acres of real property which includes, in part, the "Site," the "Adjacent Area" and the "Detention Basin Area" (as each term is defined below. All capitalized terms are defined in this Agreement). 3. Subject to all terms and conditions of this Agreement, the Agency shall sell and the Developer shall buy the Site together with the Detention Basin Area for the Applicable Purchase Amount as defined in Section 201 below. Thereafter, the activities contemplated by this Agreement will consist of two components: a "for -sale" or ownership component and a rental component. 4. The Developer shall construct sixty-two (62) detached single-family homes, ninety-one (91) rental units designed for occupancy by senior citizens, and streets, gutters, drainage and other off -site facilities described in the "Scope of Development" as defined in Section 102. 5. Under the "for -sale" or ownership component, Developer shall construct sixty-two (62) single-family detached homes (the "Ownership Units") and sell the Ownership Units to "Qualified Buyers" as defined in Section 102, below and having the respective incomes required pursuant to Section 401 of this Agreement. It is the intention of the parties that the Ownership Units shall be available at Affordable Housing Cost throughout the Affordability Period, as hereinafter defined. J.X 19 PURL:16002-21941 B2339.22 1 6. Under the rental component, the Developer shall construct and commit ninety-one rental units (91) for use solely for senior affordable housing to households having incomes not in excess of qualifying incomes for affordable housing (the "Rental Units"). The Rental Units are required to remain available as affordable units throughout the "Affordability Period" as defined in Section 102. Eighty-two (92) Rental Units shall be one (1) bedroom units of approximately 600 square feet; nine (9) Rental Units shall be two (2) bedroom units of approximately 800 square feet. The Developer shall be responsible for the maintenance of the Rental Units. 7. The Agreement contemplates that the Detention Basin Area, as hereinafter defined, will be developed by the Developer as a detention basin with amenities intended and suitable for recreational use. 8. It is contemplated that, pursuant to this Agreement, the Agency will convey to the Developer the Detention Basin Area and certain portions of the Site with respect to which conditions precedent, as set forth in Sections 208, 328 and 329 of this Agreement, are first satisfied. To enable and facilitate the provision of affordable housing units and other improvements pursuant to this Agreement, the Agency is willing, subject to the terms and conditions of this Agreement, to convey land without contemporaneously receiving substantial cash payment therefor, and to disburse money, as a loan, to be used in providing infrastructure serving the housing units to be developed pursuant to this Agreement. The Developer shall execute promissory notes and deeds of trust and the Agency shall record deeds of trust against the property conveyed to the Developer, providing security for, among other things, the cost of the land and the cost of the infrastructure. Such conveyance and the disbursement of moneys, as described in Section 331, minimizes development costs and carrying costs of the Developer. The amount of the disbursements and the conveyance of land reflects the development and use of the Site for affordable housing, including Low Income Buyers, Low Income Renters, Very Low Income Buyers and Very Low Income Renters, and other Qualifying Buyers. Following the conveyance of property pursuant to this Agreement, the Developer shall accomplish the development and use of the Site and the Detention Basin Area as provided by this Agreement without any disbursements by the Agency except to the extent provided in Section 331 of this Agreement. Thereafter, based upon the production and maintenance of affordable housing pursuant to this Agreement, the amounts payable by the Developer are subject to reduction as more particularly provided in the Rental Conveyance Area Promissory Note (Attachment No. 11) and the Ownership Conveyance Area Promissory Note (Attachment No. 21). 9. The activities contemplated by this Agreement are of benefit to Redevelopment Project No. 1 (the La Quinta Redevelopment Project) of the City of La Quinta. 10. It is contemplated by the parties that the Site may be conveyed in one or more portions based upon which conditions precedent have been satisfied. The disbursement of Agency moneys pursuant to this Agreement is also determined based upon which conditions precedent are satisfied. J. u. 1a PUBL:16002-21941B2338.22 2 B. R1021 Definitions "Adjacent Area" means that certain territory so delineated on the Site Map (Attachment No. I to this Agreement). Affordability Agreement" means Attachment No. 23. "Affordability Period" means, as to each Ownership Property sold pursuant to this Agreement, the period commencing with the initial sale of such Ownership Property and ending on June 15, 2029. "Affordable Housing Cost" has the meaning as set forth in Section 50052.5(b) of the Health and Safety Code as in effect as of the date of approval of this Agreement by the Agency. "Affordable Rent" has the meaning as set forth in Section 50053 of the Health and Safety Code as in effect as of the date of approval of this Agreement by the Agency. and politic. "Agency" means the La Quinta Redevelopment Agency, a public body, corporate "Agency Ownership Escrow Documents" means, as to each sale made pursuant to this Agreement, all of the following: (i) the Resale Restriction Agreement and Option to Purchase, (ii) the Declaration of Conditions, Covenants and Restrictions (including without limitation the acknowledgment to such Declaration of Conditions, Covenants and Restrictions to be executed by the Buyer), (iii) the Buyer/Agency Note, (iv) the Buyer Disclosure, (v) the Subordination Agreement, (vi) the Grant Deed, and (vii) the Request for Notice of Delinquency. "Aggregate Ownership Assistance Credit Amount" means the amount of One Million Five Hundred Ninety -Three Thousand Four Hundred Forty -Nine Dollars ($1,593,449). "Applicable Documents" means: (a) in the event only the Rental Conveyance Area is being conveyed, the Rental Conveyance Area Promissory Note (Attachment No. 11), the Rental Conveyance Area Deed of Trust (Attachment No. 12), the Maintenance Agreement (Attachment No. 13), the Request for Notice of Default (Attachment No. 14), the Memorandum of Agreement (Attachment No. 20), and the Affordability Agreement (Attachment No. 23); (b) in the event only the Ownership Conveyance Area is being conveyed, (i) the Resale Restriction Agreement and Option to Purchase (Attachment No. 10), the Request for Notice of Default (Attachment No. 14), the Declaration of Conditions, Covenants and Restrictions for Property (Attachment No. 15), the Memorandum of Agreement (Attachment No. 20), the Ownership Conveyance Area Promissory Note (Attachment No. 21), the Ownership Conveyance Area Deed of Trust (Attachment No. 22), and the Affordability Agreement (Attachment No. 23); and (c) in the event both the Rental Conveyance Area and the Ownership Conveyance Area are being conveyed, those matters identified herein as Attachments 10, 11, 12, 13, 14, 15, 20, 21, 22, and 23. J. 24. 19 PUBL:16W2-21941 B2338.22 3 "Applicable Maximum Advance Amount" means: (a) in the event only the Rental Conveyance Area is being conveyed, the amount of Two Million Four Hundred One Thousand Three Hundred Seven Dollars ($2,401,307); (b) in the event only the Ownership Conveyance Area is being conveyed, the amount of Two Million Five Hundred Fifty -One Thousand Four Hundred Eighty -One Dollars ($2,551,481) (inclusive of the Detention Basin Assistance); and (c) in the event both the Rental Conveyance Area and the Ownership Conveyance Area are being conveyed, Three Million Six Hundred Fifty -Four Thousand Four Hundred Fourteen Dollars ($3,654,414). "Applicable Median Income" means the median income applicable to Riverside County as published from time to time by the United States Department of Housing and Urban Development, or if such determinations are discontinued, by the Department of Housing and Community Development of the State of California all as more particularly set forth in Section 50093(c) of the Health and Safety Code. "Applicable Percent" means an amount equal to the principal amount of each Buyer/Agency Loan divided by the amount of the Original Sales Price. "Applicable Purchase Amount" means: (a) in the event only the Rental Conveyance Area is being conveyed, the sum of (i) that amount payable pursuant to the Rental Conveyance Area Promissory Note and (ii) the Purchase Cash; (b) in the event only the Ownership Conveyance Area is being conveyed, the sum of (i) that amount payable pursuant to the Ownership Conveyance Area Promissory Note and (ii) the Purchase Cash; and (c) in the event both the Rental Conveyance Area and the Ownership Conveyance area are being conveyed, the sum of (i) that amount payable pursuant to the Rental Conveyance Area Promissory Note, (ii) that amount payable pursuant to the Ownership Conveyance Area Promissory Note, and (iii) the Purchase Cash. "Applicable Required Period" is defined in Section 301 of this Agreement. "Buyer" means a Qualifying Buyer that purchases an Ownership Property pursuant to this Agreement. "Buyer/Agency Loan" means a loan from the Agency to a Buyer as evidenced by a Buyer/Agency Note. "Buyer/Agency Note" means a promissory note substantially in the form of Attachment No. 9 to this Agreement. "Buyer Disclosure" means Attachment No. 19 to this Agreement. "Certification of Income" means Exhibit B to the Declaration of Conditions, Covenants and Restrictions (Attachment No. 15). "City" means the City of La Quinta, California. � N. 1w VUBL:16002-21941 B2338.22 4 "City Development Approvals" means, collectively, all approvals by the City, including without limitation CUP 94-014, maps, plans, drawings, determinations and requirements pursuant to the California Environmental Quality Act, and includes all conditions of approval required by the City in connection therewith. "Conditions Precedent for Ownership Conveyance Area" are set forth in Section 328 of this Agreement. "Conditions Precedent for Rental Conveyance Area" are set forth in Section 329 of this Agreement. "Corresponding Improvements" means: (a) in the event only the Rental Conveyance Area is being conveyed, the "Corresponding Rental Improvements", as set forth in Exhibit A to the Scope of Development (Attachment No. 7); (b) in the event only the Ownership Conveyance Area is being conveyed, the "Corresponding Ownership Improvements", as set forth in Exhibit B to the Scope of Development (Attachment No. 7); and (c) in the event both the Ownership Conveyance Area and the Rental Conveyance Area are being conveyed, then all improvements set forth in Exhibit C to the Scope of Development (Attachment No. 7). "Declaration of Conditions, Covenants and Restrictions" means Attachment No. 15 to this Agreement. "Detention Basin Area" means that approximately five (5) acre portion of the La Quinta Redevelopment Project Area designated as the cross -hatched area on the Site Map which is attached hereto as Attachment No. 1 and incorporated herein by reference. "Detention Basin Assistance" means an amount not to exceed Four Hundred Seventy -Three Thousand Dollars ($473,000) to be disbursed by the Agency to the Developer pursuant to Section 331 of the Agreement. "Detention Basin Improvements" is defined in the Scope of Development (Attachment No. 7). "Exceptions of Title" means all exceptions, clouds, encumbrances, limitations, liens, deeds of trust, easements, or covenants of record as to the Site or any portion thereof. "Fannie Mae" means the Federal National Mortgage Association, a federally chartered corporation. "Low Income Buyer" means a Qualifying Buyer having an income not greater than eighty percent (80%) of the areawide median income, as determined by the Agency pursuant to Section 50052.5(b)(2) of the California Health & Safety Code. "Low Income Renter" means a Qualifying Renter having an income of not greater than eighty percent (80%) of the areawide median income as determined by the Agency pursuant to Section 50053 of the California Health and Safety Code. "Maintenance Agreement" means Attachment No. 13 to this Agreement. ,.. u.1� PUBL:16002-21941 B2338.22 5 "Maximum Purchase Price" means: (i) as to Model 1, One Hundred Six Thousand Nine Hundred Dollars ($106,900); (ii) as to Model 2, One Hundred Eleven Thousand Nine Hundred Dollars ($111,900); and (iii) as to Model 3, One Hundred Fifteen Thousand Nine Hundred Dollars ($115,900). Each of the foregoing Model 1, Model 2, and Model 3 shall be of a quality and size as specified by the terms of the Specific Plan. "Memorandum of Agreement" means Attachment No. 20, which shall be recorded with respect to the Rental Properties. "Off -Site Improvements" means those improvements so designated in the Scope of Development, including, without limitation, the Detention Basin Improvements. "Ownership Assistance" means an amount equal to the lesser of (i) Sixty -Eight Thousand Two Hundred Twenty -Three Dollars ($68,223) or (ii) fifty-nine percent (59%) of the purchase price of the applicable Ownership Unit including in the purchase price, for purposes of this calculation, closing costs allowable to the Buyer. "Ownership Conveyance Area" means that portion of the Site depicted and so designated in Attachment No. 2 to this Agreement. "Ownership Improvements" means all improvements required pursuant to this Agreement to be developed on the Ownership Conveyance Area. "Ownership Property" means that portion of the Site on which the Ownership Units shall be located and which is depicted and so designated in Attachment No. 2 to this Agreement. "Ownership Conveyance Area Deed of Trust" means Attachment No. 22 to this Agreement. "Ownership Conveyance Area Promissory Note" means Attachment No. 21 to this Agreement. "Ownership Units" means those parcels enumerated in Attachment No. 3 to this Agreement as the Ownership Units. "Permissive Transferee" means: (a) partnership in which the sole general partners are (i) E.G. Williams Development Corporation, a California corporation, and (ii) LINC Housing, a Non -Profit Affordable Housing Development Corporation ("LINC") or a 501(c)(3) corporation formed by LINC ("LINC Affiliate") for the purpose of development or operating the Rental Units to be developed pursuant to this Agreement, provided that LINC or such LINC Affiliate shall first execute an Assignment and Consent Agreement in the form of Attachment No. 18, hereto; and (b) such transferee, if any, as the Agency may elect to approve in its sole and absolute discretion, subject to conditions including without limitation the execution of an Agreement substantially in the form of Attachment No. 18. "Purchase Cash" means the sum of One Dollar ($1.00). J. M. 19 rUBL:16002-21941 B2338.22 6 "Permitted Exceptions" means those certain Exceptions to Title as the Agency Executive Director may hereafter determine, at his sole discretion, to be allowable to remain of record. "Qualified Project Period" means: (i) as to the Rental Property, the Rental Period, and 00 as to the Ownership Property, the Affordability Period. "Qualifying Buyer" means a household having an income of not greater than one hundred twenty percent (120%) of the areawide median income, as determined by the Agency pursuant to Section 50052.5 of the California Health and Safety Code. Qualifying Buyers shall contribute at least three percent (3 %) of the purchase price plus applicable closing costs towards the purchase of each applicable Ownership Unit. "Qualifying Renter" means a household having an income of not greater than eighty percent (80%) of the areawide median income, as determined by the Agency pursuant to Section 50053 of the California Health and Safety Code. Furthermore, the Developer shall restrict occupancy to Senior Citizens and "Qualified Permanent Residents" (as defined in Section 51.3 of the California Civil Code) in the rental of all Rental Units. Except as otherwise provided herein, at least one person in residence in each dwelling unit must be a Senior Citizen, and other residents in the same dwelling unit who are not Senior Citizens must be Qualified Permanent Residents. Temporary guests of a Senior Citizen or Qualified Permanent Resident shall be allowed for a period of not more than sixty (60) days in any twelve (12) month period. Upon the death, dissolution of marriage, hospitalization or other prolonged absence of the Senior Citizen in a dwelling unit, any Qualified Permanent Resident who has continuously resided in the dwelling unit with such Senior Citizen shall be permitted to continue as a resident of that dwelling unit. "Permitted Health Care Residents" (as that term is defined in California Civil Code Section 51.3) shall be permitted to occupy any dwelling unit during any period that such person is actually providing live-in, long-term or hospice health care to a Senior Citizen occupant or Qualified Permanent Resident occupant for compensation. "Recordable Documents" is defined in Section 205 of this Agreement. "Rental Conveyance Area" means that portion of the Site depicted and so designated in Attachment No. 2 to this Agreement. "Rental Conveyance Area Deed of Trust" means Attachment No. 12 to this Agreement. Agreement. "Rental Conveyance Area Promissory Note" means Attachment No. 11 to this "Rental Improvements" means all improvements required pursuant to this Agreement to be developed on the Rental Property. "Rental Period" means the period commencing with the date on which a certification of occupancy is issued for the Rental Units and ending on June 15, 2029. 1.. u. M4 PURL: 16002-21941 B2338.22 7 "Rental Property" means that portion of the Site on which the Rental Units shall be located and which is depicted in Attachment No. 2 to this Agreement. "Rental Units" means those senior rental units (each a "Rental Unit"; in the aggregate also the "Rental Units") constructed on the Rental Property and so designated on Attachment No. 2 to this Agreement. "Rental Property Loan" means the Agency loan to the Developer as more fully set forth in Section 201 of this Agreement and evidenced by the Rental Conveyance Area Promissory Note (Attachment No. I I). "Request for Notice of Delinquency" means a request for written notice of delinquencies on any lien which is senior to the Agency deeds of trust pursuant to Section 2924(e) of the California Civil Code, substantially in the form attached hereto as Attachment No. 14 and incorporated herein. "Sale Period" means the period commencing upon the execution of this Agreement and ending on the third anniversary of such date. "Senior Citizen" shall mean persons sixty-two (62) years of age or older, subject to applicable law. "Site" means that approximately twenty and twenty-three one -hundredths (20.23) acre portion of the La Quinta Redevelopment Project Area designated on the Site Map and described in the Legal Descriptions which is attached hereto as Attachment No. 2 and incorporated herein by reference. The Site shall consist of two areas: the Ownership Property of approximately eleven and twenty-three one -hundredths (11.23) acres on which the Ownership Units will be constructed and the Rental Property of approximately nine (9) acres on which the Rental Units shall be constructed. "Site Improvements" means all improvements of any kind on or to the Site, including without limitation, buildings designed for human occupancy, garages, carports, other structures, landscaping, and any other physical improvements of any kind as so designated in the Scope of Development. "Tax Credits" means Low Income Housing Tax Credits which are (i) described pursuant to Section 42 of the Internal Revenue Code and (ii) approved for the development of the Rental Units by the California Tax Credit Allocation Committee. "Tax Credit Program" means the administration by state or federal agencies of Tax Credits, and includes the recordation of a regulatory agreement ("Tax Credit Regulatory Agreement") which concerns operation of housing projects in conformity with applicable laws which govern Tax Credits. "Tax Credit Regulatory Agreement" means a regulatory agreement required by applicable state or federal enactments in connection with the use of Tax Credits in connection with the financing, development or operation of the Rental Units. J. M. 1� PUBL: 16002-21941 B2338.22 8 "Very Low Income Buyer" means a Qualifying Buyer having an income not greater than fifty percent (50%) of the areawide median income, as determined by the Agency pursuant to Section 50052.5(b)(1) of the California Health and Safety Code. "Very Low Income Renter" means a Qualifying Renter having an income not greater than Fifty percent (50%) of the areawide median income, as determined by the Agency pursuant to Section 50053 of the California Health & Safety Code. C. [§103] Parties to the Agreement 1. [§1041 The Aeencv 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 (Health and Safety Code Section 33000 et M.). The principal office of the Agency is located at 78-495 Calle Tampico, P.O. Box 1504, La Quinta, California 92253. "Agency", as used in this Agreement, includes the La Quinta Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. Whenever the Agreement refers to approvals or other actions to be taken by the Agency, the Executive Director of the Agency, or his or her designee is authorized to act on behalf of the Agency unless otherwise specifically provided or the context should otherwise require. 2. [§105] The Developer The Developer is E. G. Williams Development Corporation, a California corporation. The principal office and mailing address of the Developer for the purposes of this Agreement is E. G. Williams Development Corporation, Attention: Ms. Elizabeth G. Williams, 42-600 Cook Street, Palm Desert, California 92260. By executing this Agreement, the 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. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used herein, such term shall include any other permitted successors and assigns as herein provided. J. u. 1v PUBL:16002-21941 Bn3&22 9 3, [§1061 Prohibition Against Change in Ownership Management and Control of the Developer The qualifications and identity of the Developer are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. The Developer shall not assign all or any part of this Agreement or any rights hereunder without the prior written approval of the Agency. A voluntary or involuntary sale or transfer of any interest in the Developer, including the sale of stock in the Developer, or the Site prior to the issuance of a Certificate of Completion for the Developer Improvements (as hereinafter defined) shall be deemed to constitute an assignment or transfer for the purposes of this Section 106, and the written approval of the Agency shall be required prior to effecting such an assignment or transfer. Any purported transfer, voluntarily or by operation of law, except with the prior written consent of the Agency, shall render this Agreement absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. In the absence of specific written agreement by the Agency, no such transfer, assignment or approval by the Agency shall be deemed to relieve the Developer or any other party from any obligation under this Agreement. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site or any interest therein, shall not be required in connection with the sale of an individual Ownership Unit upon satisfaction of Section 323 and in conformity with Section 401 of this Agreement. In addition, prior Agency approval shall be not required for the rental or lease of an individual Rental Unit for occupancy in a normal course of business upon satisfaction of Section 323 and in accordance with Section 401 of this Agreement. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used herein, such term shall include any other permitted successors and assigns as herein provided. Notwithstanding this Section 106, the following "Permitted Transfers" shall be deemed not to be contrary to this Section 106 and the Agency hereby acknowledges and approves of the transfers of the Site (i) to a partnership in which E. G. Williams Development Corporation is the only General Partner and with respect to which E. G. Williams Development Corporation has complete operational and managerial control as well as an ownership interest in losses and profits of not less than 51 %, and (ii) transfers to Permissive Transferee(s) provided that: (1) the assignee shall expressly assume the obligations of the Developer pursuant to this Agreement in writing satisfactory to the Agency; (2) the original Developer shall remain fully responsible for the performance and liable for the obligations of the Developer pursuant to this Agreement; (3) any guarantees provided to assure the performance of the Developer's obligations under this Agreement shall remain in full force and effect; and (4) the assignee (or expanded '' M.1" 10 rUBLA6002-21941 B2338.22 partnership) is financially capable of performing the duties and discharging the obligations it is assuming. The Developer shall promptly notify the Agency in writing of any and all changes whatsoever in the identity of the persons in control of the Developer and the degree thereof. D. [§1071 Representations by the Developer The Developer represents and warrants to the Agency as follows: 1. The Developer is a corporation authorized to do business in 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 could 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 could 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 I to 5, inclusive, shall be deemed to be an ongoing representation and warranty. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items 1 to 5, inclusive. J. M. J w PUBL:16002-21941 B2338.22 1 1 II. [§2001 DISPOSITION OF THE SITE A. [§2011 Sale (a) Subject to the all applicable terms and conditions of this Agreement, the Agency agrees to sell to the Developer and the Developer shall purchase from the Agency the Site for the sum of: (i) that amount payable pursuant to the Rental Conveyance Area Promissory Note, (ii) that amount payable pursuant to the Ownership Conveyance Area Promissory Note, and (iii) the Purchase Cash; said amount, as so aggregated, shall constitute the "Purchase Price," which shall be payable as follows: Prior to the close of escrow, the Developer shall have deposited with the escrow agent the Applicable Purchase Amount and the Applicable Documents. Thereafter, such payments as come due pursuant to the Rental Conveyance Area Promissory Note (Attachment No. 11) and the Ownership Conveyance Area Promissory Note (Attachment No. 21) shall be made by the respective times therein set forth. The Rental Conveyance Area Promissory Note and the Ownership Conveyance Area Promissory Note shall bear simple interest at six percent (6%) per annum and shall provide for the payment of the outstanding balance of the Note Amounts (as therein defined) including principal of and interest on such amounts. Notwithstanding the foregoing, no provision of this Agreement, the Rental Conveyance Area Promissory Note, the Ownership Conveyance Area Promissory Note or any instrument securing payment thereof or otherwise relating to the debt evidenced thereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in such instrument, the provisions of this paragraph shall govern, and neither the Developer, any endorser of the Rental Conveyance Area Promissory Note, or any endorser of the Ownership Conveyance Area Promissory Note nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent such interest is in excess of the amount permitted by applicable law and this Agreement and such instruments shall be construed to provide for an interest rate equal to the maximum permitted by applicable law. B. [§2021 Escrow It is contemplated that the Site and the Detention Basin Area shall be transferred to the Developer in escrow (the conveyance of the Site and the Detention Basin Area, or portion thereof, shall be referred to herein as the "Conveyance"). The Agency agrees to open one or more escrows with First American Title Company, or with another mutually agreeable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance (Attachment No. 5). Sections 204 to 208, inclusive, of this Agreement constitute the joint basic escrow instructions of the Agency and the Developer for the Conveyance. A duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Agency and the Developer shall provide such additional or supplemental escrow instructions as may be necessary, provided that such instructions shall be consistent with this Agreement. In the event the Agency conveys the Rental Conveyance Area or the Ownership Conveyance Area to the Developer, but not both, the Agency shall prepare and the parties shall execute supplemental escrow instructions and modifications to documents to be recorded pursuant to this Agreement as J. 24. 1� PUBL:16002-21941B2338.22 12 necessary and appropriate to implement this Agreement but reflecting the limited area being conveyed. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 204, in writing, delivered to the Agency and the Developer shall carry out its duties as Escrow Agent hereunder. The Developer shall accept conveyance of title to the Site and the Detention Basin Area as provided in the Schedule of Performance (Attachment No. 5). The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Site and the Detention Basin Area or any portion thereof are not to be transferred. The Developer shall pay in escrow to the Escrow Agent the following fees, charges and costs for closing, including without limitation the following, promptly after the Escrow Agent has notified the Developer of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the Escrow: 1. One-half (1/2) of the escrow fee; 2. Cost of drawing the deed; 3. Recording fees; 4. Notary fees; 5. Any State, County or City documentary stamps; 6. Any transfer tax; 7. The premium for the title insurance policy to be paid by the Developer as set forth in Section 206 of this Agreement; The Developer shall concurrently therewith deposit into Escrow the Purchase Cash, the Agency Deed (Attachment No. 6), the Rental Conveyance Area Promissory Note (Attachment No. 11), the Rental Conveyance Area Deed of Trust (Attachment No. 12), the Ownership Conveyance Area Promissory Note (Attachment No. 21), the Ownership Conveyance Area Deed of Trust (Attachment No. 22), the Declaration of Conditions, Covenants and Restrictions (Attachment No. 15), the Memorandum of Agreement (Attachment No. 20), a Request for Notice of Default for each of the Rental Conveyance Area Deed of Trust and Ownership Conveyance Area Deed of Trust (Attachment No. 14) and the Affordability Agreement (Attachment No. 23). The Agency shall pay in escrow to the Escrow Agent the following fees, charges and costs for closing, including, without limitation the following, promptly after the escrow holder has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the escrow: J. U. 19 PUBL:16002-21941 B2338.22 13 One-half (1/2) of the escrow fee; 2. Ad valorem taxes, if any, upon the Site for any time prior to the conveyance; 3. Costs of drawing the Agency Deed (as hereinafter defined), if any. The Agency shall timely and properly execute, acknowledge and deliver a deed in substantially the form of the Agency Deed (Attachment No. 6), together with an estoppel certificate certifying that the Developer has completed all acts (except deposit of the Purchase Price) necessary to entitle the Developer to such conveyance, if such be the fact. The Escrow Agent is authorized to: 1. Pay and charge the Agency and Developer, respectively, for any fees, charges and costs payable under this Section 202 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the Escrow. 2. Disburse funds and deliver the deeds and other documents to the patties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Developer. 3. Record any instruments delivered through this Escrow, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. All funds received in this Escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in an interest -earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. Interest shall be applied to the credit of the party depositing funds. All adjustments are to be made on the basis of a thirty (30) day month. If this Escrow is not in condition to close on or before the time for Conveyance established in the Schedule of Performance (Attachment No. 5) of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party at the address of its principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other parry within the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. ' M.1' 14 PUBL:16002-21941 B2338.22 The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Developer or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these Escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 501 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 202 to 206, both inclusive, of this Agreement. C. [§2031 Conveyance of Title by Agency Subject to any extensions of time mutually agreed upon among the Agency and the Developer, the Conveyance shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 5). Said Schedule of Performance (Attachment No. 5) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency. Possession shall be delivered by the Agency to the Developer concurrently with the conveyance of title. The Developer shall accept title and possession on or before the date established in the Schedule of Performance (Attachment No. 5) for the Conveyance. D. [§2041 Condition of Title The Agency shall convey to the Developer fee simple merchantable title to the Site and the Detention Basin Area, or, based upon which conditions precedent have been satisfied, only the Rental Conveyance Area or the Ownership Conveyance Area, free and clear of all recorded or unrecorded liens, encumbrances, covenants, assessments, easements, leases and taxes, except for covenants and easements of record as of the time of execution of this Agreement, and subject to the Redevelopment Plan, the provisions contained in the Agency Deed (Attachment No. 6) and such other encumbrances to which the Developer may consent. The condition of title shall be compatible with and shall not preclude development of the "Developer Improvements" (as hereafter defined), and the Developer shall review easements prior to and as a condition of closing consistent with the foregoing. The parties shall act reasonably in evaluation of any encumbrances and shall act diligently and promptly to conform the condition of title to that required in order for the Developer to proceed with development of the Developer Improvements. In no event shall the Developer be required to accept title subject to a deed of trust or mortgage. J. 24. IM PURL:16=-21941 B2338.22 15 E. 1§2051 Recordation of Documents The Escrow Agent shall file the Agency Deed (Attachment No. 6), the Rental Conveyance Area Deed of Trust (Attachment No. 12), the Ownership Conveyance Area Deed of Trust (Attachment No. 22), the Declarations of Conditions, Covenants and Restrictions for Notice (Attachment No. 15), the Memorandum of Agreement (Attachment No. 20),Request of Default (Attachment No. 14) for each of the Rental Conveyance Area Deed of Trust and Ownership Conveyance Area Deed of Trust, and the Affordability Agreement (Attachment No. 23) (collectively, the "Recordable Documents"), for recordation among the land records in the Office of the County Recorder for Riverside County, and shall deliver any funds tendered to escrow as part of the Applicable Purchase Amount for the Site to the Agency after delivery to the Developer of a title insurance policy insuring title in conformity with Section 206 of this Agreement. Notwithstanding the foregoing, the Agency shall execute supplemental escrow instructions providing for subordination of the Rental Conveyance Area Deed of Trust (Attachment No. 12) and the Affordability Agreement (Attachment No. 23) if required by the Tax Credit Program. The Rental Conveyance Area Deed of Trust (Attachment No. 12) shall be in first position, subject only to the Affordability Agreement (Attachment No. 23) and such additional lien, if any, as the Agency may have determined to be acceptable pursuant to Section 210 of this Agreement. F. [§206) Title Insurance Concurrently with recordation of the Recordable Documents, First American Title Company (the "Title Company"), shall provide and deliver to the Developer a title insurance policy issued by the Title Company insuring that the title to the real property applicable pursuant to Section 204 is vested in the Developer in the condition required by Section 204 of this Agreement. The title insurance policy shall be for the amount of the Applicable Purchase Amount. The Title Company shall provide the Agency with a copy of the title insurance policy. The Developer shall bear all costs and premiums incurred for or related to such title insurance. The form of policy shall be a standard CLTA policy provided that the Developer may elect to modify the form of the policy or the amount of coverage at its cost. The Agency shall, at its option and at its cost, obtain ALTA lender's title insurance policies insuring its respective interests as secured by the Rental Conveyance Area omissory Note, or Deed of Trust (based upon the amouanof he Ownership Conveyanccee Areea a Deed of Trust (based h other amount as it shall determine), P upon the amount of the Ownership Conveyance Area Promissory Note, or such other amount as it shall determine. G. [§207] Condition of the Site The Developer, at its sole cost and expense, shall investigate and determine, or cause to be investigated and determined, the soil conditions of the Site for the development to be constructed by Developer. As -part of its investigation of the soil conditions as required by this Section 207, Developer shall conduct an environmental site evaluation of at least Phase II as more specifically set forth in Section 211 of this Agreement. If the soil conditions of the Site are J. U. 19 16 PURL: 16002-21941 B2338.22 not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of Developer to take such action as may be necessary to place the Site in a condition entirely suitable for the development of the Site and the construction of the Developer Improvements, including, but not limited to, any environmental cleanup or remediation necessary. If the soil conditions of the Site are in all respects entirely suitable for the use or uses to which the Site will be put, Developer shall provide Agency an estoppel certificate (the "Estoppel Certificate") certifying such suitability consistent with this Section 207. In addition to a general statement acknowledging the good condition of the Site's soil, the Estoppel Certificate shall include a statement that the environmental condition of the Site is entirely suitable for the development of the Site, the construction of the Developer Improvements, and the use or uses to which the Site will be put pursuant to this Agreement. Prior to the Conveyance, representatives of Developer shall have the right of access to the Site at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement. Any preliminary work undertaken on the Site by Developer prior to the closing of Escrow shall be done only after obtaining the written consent of the Agency, which consent shall not be unreasonably withheld or delayed, and at the sole cost and expense of Developer. The Developer shall save, protect, defend, indemnify and hold harmless the Agency and the City against any claims resulting from all preliminary work, access or use of the Site undertaken pursuant to this Section 207. Copies of data, surveys and tests obtained or made by the Developer on the Site pursuant to this Section 207 shall be filed with the Agency within fifteen (15) days after receipt by the Developer. Any preliminary work it the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. H. H2081 Conditions Precedent to Conveyance Prior to and as conditions to the close of escrow for the conveyance of property pursuant to this Agreement, the Developer shall complete (or cause to be completed) each of the following items 1 to 12, and the Agency shall complete items 13 and 14 by the times established therefor in the Schedule of Performance (Attachment No. 5): I. the Developer shall execute and deliver to the Agency for execution the Grant Deed (Attachment No. 6) and the Developer shall execute and deliver to the Escrow Agent for recordation the Recordable Documents to be executed by Developer; 2. the Developer shall deposit in Escrow the Applicable Purchase Amount and the Applicable Documents; 3. the Developer shall have obtained approval of a conditional use permit and Specific Plan for all development to occur pursuant to this Agreement with respect to the land to be conveyed; J. 24.1� PURL: 16002-21941 B2338.22 17 4. the Developer shall not be in material default of this Agreement and shall have obtained a specific plan approved by the City for the Site and Detention Basin Area as well as building permits for the Developer Improvements to be located on the Site, the Ownership Conveyance Area, or the Rental Conveyance Area, whichever is applicable; 5. the Developer shall provide proof satisfactory to the Agency that the Developer has obtained a binding loan commitment for construction financing for all of the Developer Improvements to be located on the Site, the Ownership Conveyance Area, or the Rental Conveyance Area, whichever is applicable, provided that, if conveyance of the Rental Conveyance Area is sought, a portion of which are to consist of proceeds of the sale of Tax Credits; 6. the Developer shall approve of the condition of title for the Conveyance; 7. the Developer shall provide proof of insurance (certificates) conforming to Section 308 of this Agreement; 8, the Developer shall have completed soils testing and its environmental site evaluation of at least Phase II on the entire Site and shall have provided the Agency the soils testing data and the Estoppel Certificate regarding suitability of the soil and the environmental condition of the Site, all pursuant to Section 207 and Section 211 of this Agreement; 9, the Developer shall have complied with all of the requirements of Section 211 of this Agreement, including, but not limited to, the completion of the Site Remediation, if any; 10. the Developer shall have certified to the Agency, following conduct of competitive bidding procedures including not less than three (3) bids, that the Developer has entered into an executed construction contract for the building of all improvements required by this Agreement to be constructed in connection with the conveyance of such property; 11. if conveyance of the Rental Conveyance Area is sought, the Conditions Precedent for Rental Conveyance Area, as set forth in Section 329, shall be satisfied; 12. if conveyance of the Ownership Conveyance Area is sought, the Conditions Precedent for Ownership Conveyance Area, as set forth in Section 328, shall be satisfied; 13. the Developer shall have completed all necessary acts required herein for close of Escrow and the execution of the Conveyance; 1. M. 19 PUBL:16002-2194 1 B2338.22 18 14. the Developer shall have obtained approval from the City of the conditional use permit and specific plan for the Site and Detention Basin Area as more fully set forth in Section 302 of this Agreement; and 15. a Notice of Determination shall have been filed with and posted by the County Clerk of the County of Riverside for at least thirty-one (31) days prior to the close of Escrow and the Agency shall have determined that no lawsuit challenging the Agency's approval that the declaration and environmental documents pertinent to this Agreement has been filed. The foregoing items numbered 1 to 15, inclusive, together constitute the "Conditions Precedent to Conveyance." I. [§209] Subdivision Map Compliance• Merger of Parcels The Developer shall be responsible to make appropriate application to the City of La Quinta to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, et seg.) and local enactments pursuant thereto applicable with respect to the development of the Site. I. [§210] Submission of Evidence of Financing Commitments and Loan Closing As required in this Agreement and within the time established therefor in the Schedule of Performance (Attachment No. 5), the Developer shall submit to the Agency evidence that the Developer has obtained sufficient equity capital and firm and binding commitments for financing, which, if the conveyance is to include the Rental Conveyance Area, shall include proceeds of the sale of Tax Credits, necessary to undertake the development of the Site in accordance with this Agreement on a commercially reasonable basis. The Agency acknowledges that development of the Ownership Units may proceed in blocks of twenty (20) Ownership Units; provided that all infrastructure shall be financed and implemented within the first increment of development. The times for completion as set forth in the Schedule of Performance pertain to all dwelling units to be developed pursuant to this Agreement and not merely the increment of dwelling units first commenced. The Developer shall close financing concurrently with the close of Escrow for the property being conveyed. The Agency shall approve or disapprove such evidence of financing commitments within forty-five days of submission by the Developer of all items required by this Section 210, which shall be not less than thirty (30) days prior to the date scheduled for the Conveyance. Approval shall not be unreasonably withheld or conditioned. If the Agency shall reasonably disapprove any such evidence of financing, the Agency shall do so by written notice to the Developer stating the reasons for such disapproval and the Developer shall promptly obtain and submit to the Agency new evidence of financing. The Agency shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 210 for the approval or disapproval of the evidence of financing as initially submitted to the Agency. The Agency shall subordinate Attachment No. 23, with respect to the Rental Property, to such Tax Credit Regulatory Agreement as may be required pursuant to the Tax Credit Program. J. za. 1n PUBL:16002-21941 B2338.22 19 Such evidence of financing shall include all of the following: 1. A copy of the commitment obtained by the Developer from a reputable financial institution for the mortgage loan or loans for financing to fund the construction and completion of the Developer Improvements on a commercially reasonable basis. The commitment for financing shall be in such form and content acceptable to the Agency as reasonably evidences a legally binding, firm and enforceable commitment on a commercially reasonable basis, subject only to the construction lender's customary and normal conditions and terms; and 2. A financial statement of the Developer and/or other documentation satisfactory to the Agency as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the difference, if any, between construction and completion costs and the financing authorized by mortgage loans. K. [§2111 Environmental Matters (a) Definitions. For the purpose of this Agreement, the following terms shall have the meanings herein specified: (1) The term "Hazardous Materials" shall mean (i) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et se .), as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code Sections 25300 et seg.), as amended from time to time, and regulations promulgated thereunder: (iii) asbestos; (iv) polychlorinated biphenyls; (v) petroleum, oil, gasoline (refined and unrefined) and their respective by-products and constituents; and (vi) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any "Governmental Requirements" (as defined in Subparagraph (3) of Paragraph (a) of this Section 213) either requires special handling in its use, transportation, generation, collection, storage, handling, treatment, or disposal, or is defined as "hazardous" or harmful to the environment. (2) The term "Hazardous Materials Contamination" shall mean the contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Site by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time (whether before or after the date of this Agreement) emanating from the Site. (3) The term "Governmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Site is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the Agency, the Developer, or the Site. 1.].19 PUBL:1600241941 B2338.22 20 (b) Environmental Site Evaluation (1) Auncy's Right to Conduct Site Evaluation. Agency shall have the right to enter all or any part of the Site and the Detention Basin Area at any time after the execution of this Agreement for purposes of conducting an environmental site evaluation upon the Site and the Detention Basin Area. (2) Developer's Obligation to Conduct Site Evaluation. Developer shall conduct an environmental site evaluation upon the Site of at least Phase II. If the environmental condition of the Site is in all respects entirely suitable for the development of the Site, the construction of the Developer Improvements, and the use or uses to which the Site will be put pursuant to this Agreement, Developer shall provide to Agency the Estoppel Certificate required by Section 207 of this Agreement. (3) Right to Terminate. IF THERE ARE ENVIRONMENTAL PROBLEMS ON THE SITE OR ANY PORTION THEREOF AS DETERMINED BY THE AGENCY OR DEVELOPER IN THEIR SOLE AND ABSOLUTE DISCRETION, INCLUDING, BUT NOT LIMITED TO, THE EXISTENCE OF HAZARDOUS MATERIALS OR HAZARDOUS MATERIALS CONTAMINATION ON ALL OR PART OF THE SITE, THE AGENCY AND/OR DEVELOPER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME PRIOR TO THE RECEIPT BY THE AGENCY FROM THE DEVELOPER OF THE ESTOPPEL CERTIFICATE REQUIRED BY SECTION 207 OF THIS AGREEMENT, SAID TERMINATION TO BE EFFECTIVE IMMEDIATELY UPON THE DATE OF A WRITTEN NOTICE OF TERMINATION. EXCEPT BY WRITTEN AGREEMENT SIGNED BY BOTH PARTIES, NEITHER PARTY MAY TERMINATE THIS AGREEMENT BECAUSE OF ENVIRONMENTAL PROBLEMS AFTER RECEIPT BY THE AGENCY FROM THE DEVELOPER OF THE ESTOPPEL CERTIFICATE REQUIRED BY SECTION 207 OF THIS AGREEMENT. IN THE EVENT EITHER PARTY TERMINATES THIS AGREEMENT PURSUANT TO THIS PARAGRAPH (b) OF SECTION 211 OF THIS AGREEMENT, BOTH PARTIES SHALL HAVE NO FURTHER RIGHTS, DUTIES OR LIABILITIES UNDER THIS AGREEMENT, EXCEPT THAT DEVELOPER SHALL NOT BE RELIEVED OF ITS OBLIGATIONS TO INDEMNIFY THE AGENCY AS PROVIDED IN PARAGRAPH (e) OF THIS SECTION 211. Developer's Initials Agency's Initials (c) Obli ation of Develo er to Remediate the Site. Notwithstanding the obligation of Developer to indemnify Agency pursuant to Paragraph (e) of this Section 211 or any other obligations of the Developer pursuant to this Agreement, if there are environmental problems and the Agency and Developer elect not to terminate this Agreement, Developer shall, at its sole cost and expense, promptly take (i) all actions required by any federal, state or local governmental agency or political subdivision or any Governmental Requirements with respect to the entire Site, and (ii) all actions necessary to make full economic use of the Site for the purposes described in this Agreement, which actions, requirement or necessity arise from the presence upon, about or beneath the Site of any Hazardous Materials or Hazardous Materials Contamination regardless of when such Hazardous Materials or Hazardous Materials Contamination were introduced to the J. 24. IM PURL: 16=-21941 B2338.22 21 Site and regardless of who is responsible for introducing such Hazardous Materials or Hazardous Materials Contamination to the Site (the "Site Remediation"). The Site Remediation shall include, but not be limited to, investigation of the environmental condition of the Site, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work required. If this Agreement is not terminated pursuant to Paragraph (b) of this Section 211, Developer shall take all actions necessary to promptly restore the Site to an environmentally sound condition for uses contemplated by this Agreement, notwithstanding any lesser standard of remediation allowable under applicable Governmental Requirements. Developer's obligations under this Paragraph (c) of this Section 211 shall be referred to as the "Site Remediation" and shall survive until such time as all of the Hazardous Materials and Hazardous Materials Contamination existing at the time of the Conveyance on, in or under the Site or any part thereof are completely removed from the Site and all Governmental Requirements are complied with for said Hazardous Materials and Hazardous Materials Contamination. (d) Agency's Indemnification of Developer. Agency shall save, protect, defend, indemnify and hold harmless Developer from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, without limitation, consultants' fees, investigation and laboratory fees, reasonable attorneys' fees and remedial and response costs) which may now or in the future be incurred or suffered by Developer because of any actions actually taken by the Agency or expressly authorized by the Agency, which actions were taken on the Site during the time the Agency owned the Site, and which caused Hazardous Materials to be introduced to the Site. In no event shall the Agency indemnify or otherwise be liable to Developer for (i) any omissions or failures to act, (ii) any acts of third parties acting without the express authorization of the Agency, whether said acts occurred before, during or after Agency's ownership of the Site, (iii) any Hazardous Materials or Hazardous Materials Contamination deposited, occurring or existing on or under the Site before or after the Agency's ownership of the Site (iv) or any hazardous Materials or Hazardous Materials Contamination deposited, occurring or existing on or under the Site at any time. Agency's obligations under this Section 211 shall survive after the close of Escrow, the completion of the Conveyance and the issuance of the Certificate of Completion, and shall be binding on all successors and assigns of Agency's interest in either this Agreement or the Site. (e) Developer's Indemnification of Agency. Except as provided in Paragraph (d) of this Section 211, Developer shall save, protect, defend, indemnify and hold harmless Agency from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, without limitation, consultants' fees, investigation and laboratory fees, reasonable attorneys' fees and remedial and response costs) (the forgoing are hereinafter collectively referred to as "Liabilities") which may now or in the future be incurred or suffered by Agency by reason of, resulting from, in connection with or arising in any manner whatsoever as a direct or indirect result of (i) the ownership of all or any part of the Site, (ii) any act or omission on the part of either Agency or Developer, or their agents, employees, contractors or invitees, (iii) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from the Site of any Hazardous Materials or Hazardous Materials Contamination, (iv) the environmental condition of the Site, and (v) any Liabilities incurred under any Governmental Requirements relating to Hazardous Materials. Developer's obligations under this Section 211 shall survive 1. N. 19 vuau16002-21941B2338.22 22 after the close of Escrow, the completion of the Conveyance and the issuance of the Certificate of Completion, and shall be a covenant running with the land in perpetuity, binding on all successors and assigns of Developer's interest in either this Agreement or the Site. III. [§3001 DEVELOPMENT OF THE SITE A. [001] Development of the Site and Detention Basin Area by the Developer 1. [§302] Scope of Development The Site shall be developed with those improvements (the "Developer Improvements) as provided in the "Scope of Development", which is attached hereto as Attachment No. 7 and is incorporated herein. The Detention Basin Area shall be developed with those improvements (the "Detention Basin Improvements") as provided in the Scope of Development (Attachment No. 7). The development shall include any plans and specifications submitted to Agency for approval, and shall incorporate or show compliance with all applicable mitigation measures. Any material change, as reasonably determined by the Agency, in the Scope of Development (Attachment No. 7) or in the approved site plan which affects the size, quality, or type of development proposed for the 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. The Developer shall prepare and submit to the La Quinta Planning Commission for their approval a specific plan and an application for conditional use permit for the Site and Detention Basin Area consistent with the terms and conditions of this Agreement (the "Specific Plan" and "Conditional Use Permit", respectively). The City's approval of the conditional use permit and Specific Plan shall be a condition precedent to the Conveyance. 2. [§3031 Desi n Concern Drawin s The Developer shall prepare and submit to the Agency or its designee for approval Design Concept Drawings, landscaping and finish grading plans and related documents (Design Concept Drawings) for review and approval by the Agency or such designee on or before the time established therefor in the Schedule of Performance. The Design Concept Drawings shall also be submitted to the La Quinta Planning Commission for review and approval on or before the time set forth in the Schedule of Performance. The Design Concept Drawings contain the overall plan for development of the Site. The Site shall be developed as established in 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. 7). The Agency designates the City to act on its behalf in the review, comment, and approval of Design Concept Drawings, any design development drawings, and construction drawings pursuant to Sections 303 to 305, inclusive of this Agreement. J. u. 1ua PUBL:16002-2 1 94 1 B2338.22 23 3. [§3041 Construction Drawings and Related Documents By the time set forth therefor in the Schedule of Performance (Attachment No. 5), the Developer shall prepare and submit to the Agency, construction drawings and related documents for development of the Site for architectural review and written approval by the Agency. Approval of the drawings and specifications, as provided in the Schedule of Performance (Attachment No. 5), will be granted by the Agency if they conform to Design Concept Drawings theretofore approved and conform to City requirements. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent disapproval. 4. [§305] Agency Approval of Plans Drawings and Related Documents The Agency shall have the right of review of all plans and submissions not yet approved by the Agency, including any changes therein. Provided that the submissions by the Developer are made timely and are complete, the Agency shall approve or disapprove the plans, drawings and related documents referred to in Sections 303 and 304 of this Agreement within the times established in the Schedule of Performance (Attachment No. 5). Failure by the Agency to either approve or disapprove within the times established in the Schedule of Performance (Attachment No. 5) shall be deemed an approval. Any disapproval shall state in writing the reasons for disapproval. The Developer, upon receipt of a disapproval based upon powers reserved by the Agency hereunder, shall revise such portions and resubmit to the Agency as soon as possible after receipt of the notice of disapproval as provided in the Schedule of Performance (Attachment No. 5). 5. [§306] Cost of Construction- Detention Basin Assistance Subject to the disbursement by the Agency of the Applicable Maximum Advance Amount pursuant to the terms and conditions of this Agreement, the cost of developing the Site and the Detention Basin Area and constructing all improvements thereon, including but not limited to the Developer Improvements and the Detention Basin Improvements, shall be borne entirely by the Developer. Notwithstanding the foregoing, the Agency shall provide Detention Basin Assistance with respect to the development of the Detention Basin Improvements as more fully set forth in Section 330 of this Agreement. Notwithstanding the foregoing portion of this Section 306, the Agency shall assume the obligation to defray the portion of the cost of improvements to Calle Tampico (the "Calle Tampico Costs") determined by the City Engineer to be allocable to the development of the Rental Property and the Ownership Property. The Calle Tampico Costs are not part of the Developer Improvements, and the Maximum Advance Amount, and all obligations of and payments to the Developer have been determined without regard to the Calle Tampico Costs. J. 24.1� PUBL:16002-21941 B2338.22 24 6. [§307] Construction Schedule After the Conveyance, the Developer shall promptly begin and thereafter diligently prosecute to completion the construction of the Developer Improvements and the development of the Site or the portion thereof theretofore conveyed to the Developer. The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance (Attachment No. 5). 7. [§3081 Bodily Iniury and Property Damage Insurance The Developer shall defend, assume all responsibility for and hold the Agency, its officers 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, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain until the second anniversary of the issuance by the Agency of a Certificate of Completion pursuant to Section 322 for all of the Developer Improvements, a commercial general liability policy in the amount of Two Million Dollars ($2,000,000) aggregate limit and One Million Dollars ($1,000,000) per occurrence limit policy, including contractual liability, as shall protect the Developer, City and Agency from claims for such damages. The Developer shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage verified by an endorsement to the policy of insurance as stated in the certificate. This countersigned certificate and policy endorsement shall name the City and the Agency and their respective offices, agents, and employees as additional insureds under the policy. The certificate by the insurance carrier and policy endorsement shall contain a statement of obligation on the part of the carrier to notify City and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by the Developer shall be primary insurance and not contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City and the Agency. The required certificate shall be furnished by the Developer at the time set forth therefor in the Schedule of Performance (Attachment No. 5). The Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site, Detention Basin Area or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The obligations set forth in this Section shall remain in effect only until a final Certificate of Completion has been furnished for all of the Developer Improvements as hereafter provided in Section 322 of this Agreement if coverage is on an "occurrence" basis, and until two years following the final Certificate of Completion if coverage is on a "claims made" basis. J� 24. 19% nlBL:16=-21941 B2338.22 25 8. 1§3091 City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or within the Project Area, the Developer shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental Agency 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 a building permit; the Agency will, without obligation to incur liability or expense therefor, so long as Developer is not in default under this Agreement, use its best efforts to expedite issuance of building permits and certificates of occupancy for construction that meets the requirements of the City Municipal Code. 9. [§310] Rights of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site without charges or fees, at normal construction hours during the period of construction 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 310. The Developer and the Agency agree to cooperate in placing and maintaining on the Site reasonable signage on the Site indicating the respective parts of the Developer and the Agency in the Project. The cost of the signs shall be borne solely by the Developer. The Developer may additionally erect and maintain reasonable signage in conformity with applicable City enactments pertaining to the leasing and sale of units on the Site, which may be maintained for a reasonable period of time to initially accomplish such purposes. 10. [§311] Local State and Federal Laws The Developer shall carry out the construction of the improvements in conformity with all applicable laws, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. 11. [§312] Antidiscrimination During Construction The Developer, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, handicap, national origin or ancestry. ,. N. 1� 26 PUBL:16002-21941B2338.22 B. [§313] Taxes Assessments Encumbrances and Liens The Developer shall pay when due all ad valorem taxes and assessments on that portion of the Site and the Detention Basin Area theretofore conveyed and levied subsequent to conveyance of title. Prior to issuance of a Certificate of Completion pursuant to Section 322, the Developer shall not place or allow to be placed on the Site, the Detention Basin, or any part thereof any mortgage, trust deed, encumbrance or lien other than as expressly allowed by this Agreement. The Developer shall remove or have removed any levy or attachment made on any of the Site, the Detention Basin, or any part thereof, or assure the satisfaction thereof within a reasonable time not to exceed nine months after notice to Developer of the existence of such lien. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. C. [§314] Prohibition Against Transfer of the Site the Buildin s or Structures Thereon and Assignment of Agreement Prior to the issuance by the Agency of a Certificate of Completion pursuant to Section 322 of this Agreement, the Developer shall not, except as permitted by this Agreement, without prior approval of the Agency, make any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Site or the Detention Basin or of the buildings or structures on the Site or the Detention Basin. This prohibition shall not be deemed to prevent a transfer to any of the Developer, or the granting of temporary or permanent easements or permits to facilitate the development of the Site or to prohibit or restrict the leasing in the ordinary course of operation of the business of the Developer of any part or parts of a building or structure for occupancy for a term commencing upon completion. D. [§315] Mortgage. Deed of Trust Sale and Lease Back Financing; Ri hts of Holders 1. [§3161 No Encumbrances Exce t Mortgages Deeds of Trust or Sale and Lease -Back for Development Mortgages, deeds of trust and sales and leases -back are to be permitted before completion of the construction of the improvements, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Site, the construction of improvements on the Site, and any other purposes necessary and appropriate in connection with development of the Site under this Agreement. The Developer shall notify the Agency of any mortgage, deed of trust or sale and lease -back financing, if the Developer proposes to enter into the same before completion of the construction of the improvements on the Site. Such notice to the Agency shall be in writing and shall be given at least thirty days prior to the closing of such financing. The words "mortgage" and "trust deed" as used hereinafter shall include sale and lease -back. The Developer shall not enter into any such conveyance for financing without the prior written approval of the Agency, which approval Agency agrees to give if any such conveyance for financing is given to a responsible financial or lending institution or other acceptable person or entity and such lender shall be deemed approved unless rejected in writing by the Agency within fifteen (15) days after notice thereof is given to the Agency. J. U. 19% FVB.:16=-21941 B2338.22 27 2. [§317] Holder Not Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not 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 deed for the 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 Site or any part thereof to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 3. [§318] Notice of Default to Mortgagee or Deed of Trust Holders: Right to Cure With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever the Agency shall deliver any notice or demand to Developer with respect to any breach or default by the Developer in completion of construction of the improvements. the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, within thirty (30) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the 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 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 such improvement shall be entitled, upon compliance with the requirements of Section 322 of this Agreement, to a Certificate of Completion (as therein defined). 4. [§319] Failure of Holder to Complete Improvements In any case where, thirty (30) days after default by the Developer in completion of construction of improvements under this Agreement, the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof 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 or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: J. M. 19 PusL:I W02-21941 B2338.22 28 a. the unpaid mortgage or deed of trust 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 expense, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof, d. the costs of any 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; less f. any income derived by the lender from operations conducted on the Site (the receipt of principal and interest payments in the ordinary course of business shall not constitute income for the purposes of this subsection (f))- 5. [§320] Right of the Agency. to Cure Mortgage or Deed of Trust Default In the event of a mortgage or deed of trust default or breach by the Developer prior to the completion of the construction of the improvements on the Site or any part thereof and the holder of any mortgage or deed of trust has not exercised its option to construct, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to the construction financing mortgages or deeds of trust. E. [§3211 Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the Conveyance of title 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 fifteen (15) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the 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. F. [022] Certificate of Comoletion Promptly after completion of all construction and development required by this Agreement to be completed by the Developer upon the Site and Detention Basin Area in conformity with this Agreement, the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer. Such Certificate shall be Joe 24, 19 PUBL:MM-2194182338.22 29 substantially in the form of Attachment No. 8 hereto. At Developer's written request, the Agency shall furnish Developer with similar certificates of completion for the partial construction of the development required by this Agreement for the following: (1) the completed construction of all of the Rental Units; (2) the completed construction of each Ownership Unit; and (3) the completed construction of the Detention Basin Improvements. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be a conclusive determination of satisfactory completion of the construction or partial construction, as the case may be, required by this Agreement upon the Site and the Certificate of Completion shall so state. After recordation of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or acquisition), incur any obligation or liability under this Agreement except that such party shall be bound by any covenants contained in the Agency Deed (Attachment No. 6), the Rental Conveyance Area Deed of Trust (Attachment No. 12), the Ownership Conveyance Area Deed of Trust (Attachment No.22), the Declaration of Conditions, Covenants and Restrictions (Attachment No. 15), AffordabilityAgreement (Attachment No. 23) and any lease, mortgage, deed of trust, contract, other instrument or transfer, or other documents establishing covenants on the Site in accordance with the provisions of Sections 401 through 415, inclusive, of this Agreement which Sections shall be applicable according to their terms. A Certificate of Completion of construction for the entire improvement and development of the Site shall be in such form as to permit it to be recorded in the Recorder's Office of Riverside County. If the Agency refuses or fails to furnish a Certificate of Completion for the Site, any part thereof, or the Detention Basin Area after written request from the Developer, the Agency shall, within thirty (30) days of written request therefor, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain Agency's opinion of the actions of the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing a fair value of the work not year completed. If the Agency shall have failed to provide such written statement within said thirty (30) day period, the Developer shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Certificate of Completion is not a notice of completion as referred to in the California Civil Code, Section 3093. J. u. 1w PURL:16002-21941 B2338.22 30 G. [§3231 Development of Site for Affordable 14ousiniz [§3241 Sale of Ownership Units The Developer shall offer for sale all of the Ownership Units to Qualifying Buyers at Affordable Housing Cost and subject to recorded covenants enforceable by the Agency that such Ownership Units shall remain available at Affordable Housing Cost for not less than the Applicable Required Period. Such recorded covenants shall be substantially in the form of the Resale Restriction Agreement and Option to Purchase (Attachment No. 10). The Conditions Precedent for Ownership Conveyance Area shall be satisfied prior to and as a condition precedent of the conveyance of each of the Ownership Units. Provided that each conveyance of an Ownership Unit is accomplished in conformity with all applicable provisions of this Agreement, the Agency shall, as part of the escrow conveying such Ownership Unit, release such Ownership Unit from the Ownership Conveyance Area Deed of Trust. The foregoing shall include, without limitation, satisfaction of the Conditions Precedent for Ownership Conveyance Area, and proof that the Ownership Conveyance Area Deed of Trust (Attachment No. 22), the Declaration of Conditions, Covenants and Restrictions (Attachment No. 15), the Memorandum of Agreement (Attachment No. 20), the Request for Notice of Default [as to the Ownership Conveyance Area] (Attachment No. 14), and the Affordability Agreement (Attachment No. 23) have been duly recorded. The Developer and the Agency will provide to escrows for the conveyance of Ownership Units appropriate escrow instructions to promote the implementation of this Section 324. The Developer will provide to the Agency documentation required in connection with such conveyances in a reasonable time to allow for review, analysis, and preparation of documents by the Agency. The "Applicable Required Period" shall mean the period commencing with the conveyance of each particular Ownership Unit by the Developer to the Buyer pursuant to this Agreement and terminating on June 15, 2029. Sales of all Ownership Units are to be completed in conformity with all provisions of this Agreement, including close of escrow, within the period commencing on the date of approval of this Agreement by the Agency and ending upon the third anniversary of such approval (the "Sale Period"). 2. [§325] [Intentionally Omitted] 3. [§326] Rent of Rental Units The Developer shall offer for rent at Affordable Rents for Qualifying Renters the Rental Units throughout the Qualified Project Period. All of the Rental Units shall be occupied by Qualifying Renters paying only Affordable Rents at all times during the Qualified Project Period. 4. [§327] [Intentionally Omitted] J. m.1� PUBL:16=-21941 B2338.22 31 H. [§328] Conditions Precedent for Ownership Conveyance Area The Developer shall satisfy or shall cause to be satisfied each of the following: 1. the Conditions Precedent to the Conveyance, as defined in Section 208 of this Agreement, shall have been satisfied; 2. the proposed homebuyers of Lower Income Ownership Units shall have a household income not in excess of fifty percent (50%) of the areawide median income; proposed homebuyers of Low Income Ownership Units shall not have a household income in excess of eighty percent (80%) of areawide median income; and proposed homebuyers of Moderate Income Ownership Units shall not have a household income in excess of one hundred twenty percent (120%) of areawide median income, and that moneys expended by such homebuyers shall not exceed Affordable Housing Cost, based upon fixed mortgage rates, all as determined by the Agency in conformity with Section 404 of this Agreement and pursuant to Section 50052.5 of the California Health and Safety Code, as confirmed by the Executive Director of the Agency or his designee upon submittal of Certification of Income (including without limitation all attachments thereto) by the Developer; 3. the Developer shall cause the prospective owner(s) to execute and deposit into escrow for recordation the Agency Ownership Escrow Documents, and shall advise the Agency Executive Director or his designee in writing as to the irrevocable election of the prospective owner concerning payments to be made to the Agency pursuant to the Buyer/Agency Note; 4. the Developer shall have obtained letters of intent from private institutional lenders to provider first trust deed financing which, when combined with the Buyer/Agency Loans are to constitute up to nine -seven percent (97%) of the purchase price for the homebuyer; and 5. the Developer shall not be or have been in default of this Agreement, including without limitation the Attachments hereto. The foregoing constitute the "Conditions Precedent for Ownership Conveyance Area". 1§3291 Conditions Precedent for Rental Conveyance Area The Developer shall satisfy or cause to be satisfied each of the following: the Conditions Precedent to the Conveyance, as defined in Section 208 of this Agreement, shall have been satisfied; J.X 1� poeL:16002-21941 B2338.22 32 2. the Rental Conveyance Area Promissory Note shall have been executed and deposited with escrow for delivery to the Agency and the Rental Conveyance Area Deed of Trust and Request for Notice of Delinquency shall have been executed, deposited in escrow, recorded, and ready for delivery to the Agency; 3. the Rental Conveyance Area Deed of Trust shall have a lien position not lower than a second position (behind such lien, if any, as the Agency may have determined to be acceptable pursuant to Section 210 of this Agreement, and behind and subject to the Affordability Agreement [Attachment No. 231), and First American Title Company or another reputable title company reasonably acceptable to the Agency is prepared to issue an ALTA lenders' policy for the benefit of the Agency upon receipt Of its customary charge therefor; 4. the Tax Credit Regulatory Agreement and the Affordability Agreement shall have been executed and deposited in escrow, recorded in a lien position superior to all deeds of trust on the Rental Property, and ready for delivery to the Agency; 5. the Developer shall execute and cause to be recorded the Memorandum of Agreement; 6. the Developer shall execute and deliver to the Agency the Maintenance Agreement; 7. the Developer shall have provided evidence substantiating to the reasonable satisfaction of the Agency Executive Director that any encumbrances to which the Rental Properties Deed of Trust is to be junior have due dates later than the due date of the Rental Conveyance Area Promissory Note; 8. the Developer certifies to the Agency and provides proof to the Agency that the Developer has secured or has caused to be secured from the California Tax Credit Allocation Committee for Low Income Housing Tax Credits ("TCAC" and "Tax Credits", respectively) a Final Reservation from TCAC of Tax Credits for the development of the Rental Improvements, that the proceeds from the sale of tax credits are or will be available by the time established in the Schedule of Performance for the commencement of construction of the Rental Improvements, and that all Rental Units developed in whole or in part using moneys derived from Tax Credits shall be developed and operated in full compliance with a Regulatory Agreement; and 9. the Developer shall not be or have been in default of this Agreement, including without limitation the Attachments hereto. 1.X 1e ruBL:16002-2 1 94 1 B2338.22 33 The foregoing conditions 1 to 9, inclusive, constitute the "Conditions Precedent for Rental Conveyance Area". J. [§330] Detention Basin Assistance The Detention Basin Assistance shall be the lesser of (i) the maximum amount of Four Hundred Seventy -Three Thousand Dollars ($473,000) or (ii) the actual costs incurred by the Developer to design, construct and install the Detention Basin Improvements in conformity with this Agreement. K. [§331] Disbursement of Certain Funds The Detention Basin Assistance and, upon request therefor by the Developer approved in writing by any assignees or joint venturers of the Developer, as a further advance against moneys to be disbursed by the Agency pursuant to this Agreement the remainder of the Applicable Maximum Advance Amount shall be disbursed as follows: 1. Application for Disbursement. On or about the 15th and 30th day of each month after the Conveyance, continuing until all of the Applicable Maximum Advance Amount, has been disbursed), the Developer shall submit to the Agency an "Application for Disbursement" which shall include: a. A written, itemized statement, signed by a representative of the Developer which sets forth: (i) a description of the work performed, material supplied and/or costs incurred or due for which disbursement is requested; and (ii) the total amount incurred, expended and/or due for the requested disbursement. All moneys applied for and disbursed pursuant to this Section 331 shall be applied only for the Corresponding Improvements and the statement(s) by the representative of the Developer shall so affirm. b. Copies of billing invoices, statements, receipts and other documents evidencing the total amount expended, incurred or due for any requested disbursement. C. Mechanics lien waivers including: (i) a Conditional Waiver and Release Upon Progress Payment (California Civil Code Section 3262(d)(1)) for itself and each contractor covered by such Request Payment, (ii) an Unconditional Waiver and Release Upon Progress Payment (California Civil Code Section 3262(d)(2)) for itself and each of its contractors covering the full amount of all previous payments made to Developer, and (iii) an Unconditional Waiver and Release Upon Final Payment (California Civil Code Section 3262(d)(4)) for its contractors who have competed their work and for whom Developer has received full payment. d. A statement by the City Engineer or his designee that the percentage and/or stage of construction corresponding to the Application for Disbursement has been substantially completed and substantially conforms to the Plans based upon such engineer's inspections of the respective Improvements. e. An engineer's certificate of substantial completion, prior to the final disbursements. , u.1� PUBL:16W2-21941 B2338.22 34 f. Certification that in completing construction pursuant to this Section, the Developer has complied with all applicable laws. Each Application for Payment by the Developer shall constitute a representation and warranty by the Developer that all work encompassed by the Application has been accomplished in accordance with City standards for such work and sound construction practices, and that the Developer is in compliance with all of the provisions of this Agreement. 2. Approval and Payment. Upon receipt of the Application for Disbursement the Agency shall review the same and shall approve the same subject to such exceptions as the Agency deems reasonably necessary and appropriate under the then current circumstances. Such approval may not unreasonably be withheld or delayed. The Agency shall pay, or cause to be paid, any approved disbursements within thirty (30) days following the Agency's receipt of the corresponding Application for Disbursement. 3. Alternative Disbursement Method. Notwithstanding the foregoing portion of this Section 331, the Agency agrees that, upon request therefor by the Developer, the Applicable Maximum Advance Amount for the Ownership Conveyance Area will be deposited into an account maintained and administered by an institutional lender providing construction financing for the Ownership Units and related infrastructure, so long as such lender: (i) has committed to provide financing for all development required pursuant to this Agreement on the Ownership Property and the Off -Site Improvements, (ii) agrees by agreement with the Agency to disburse the Detention Basin Assistance and the Applicable Maximum Assistance Amount substantially in conformity with the process set forth in parts 1 and 2 of this Section 331, except that such lender and not the Agency would approve disbursements pursuant to part 2 of this Section 331. L. [§3321 Responsibility for Completion of Detention Basin Improvements The Developer assumes all responsibility for the timely completion of all improvements undertaken by the Developer and such costs, if any, as may be incurred in excess of the Detention Basin Assistance in providing the requisite Detention Basin Improvements. No monies with respect to the development of the Detention Basin Area shall be payable to the Developer pursuant to this Agreement other than as specified herein. The Developer shall not request or receive any other assistance in connection with the development or use of the Detention Basin Area. The Developer assumes all responsibility for the timely completion of all improvements undertaken by the Developer, and such costs, if any, as may be incurred by Developer in excess of the Detention Basin Assistance to provide the corresponding Detention Basin Improvements. J.Xl% PUBUM 2-219a1B233E.22 35 IV. [§4001 USE OF THE SITE A. [§401] Affordable Housing 1. [§402] Commitment of Units for Affordable Housing. The Developer covenants and agrees to make the Ownership Units available for sale to Qualifying Buyers and the Rental Units available for rental to Qualifying Renters in conformity with this Agreement. The respective ownership and rental units are to remain affordable for the respective periods of time set forth in Sections 324 and 326 of this Agreement. 2. [§4031 Determination of Purchase Price. The Developer shall sell all Ownership Units at an Affordable Housing Cost to Qualifying Buyers. 3. [§404] Approval of Initial Purchasers. Ten (10) Ownership Units shall be sold to households having incomes not in excess of fifty percent (50%) of the area wide median income, (the "Lower Income Ownership Units"); ten (10) of the Ownership Units shall be sold to households having incomes not in excess of eighty percent (80%) of the area wide median income, (the "Low Income Ownership Units"); the remaining forty two (42) Ownership Units shall be sold to households having incomes not in excess of one hundred twenty percent (120%) of area wide median income (the "Moderate Income Ownership Units"), all as defined by the Agency pursuant to Section 50052.5 of the California Health and Safety Code. No transfer of an Ownership Unit from the Developer or Owner to a purchaser shall occur until the Agency determines that (a) the proposed purchaser intends to occupy the Ownership Unit as the proposed purchaser's principal residence, (b) the proposed purchaser is a Qualifying Buyer, and (c) the proposed transfer occurs at an Affordable Housing Cost as calculated using a fixed rate mortgage. Prior to the conveyance of each Ownership Unit, the Developer shall obtain and deliver to the Agency from each such proposed purchaser such information and completed forms as the Agency shall request to certify the transfer price, proposed purchaser's intent with respect to its residence in the Ownership Unit, and its gross income. The Developer shall cooperate with the Agency in assisting such purchasers to prepare such forms and provide any required information to the Agency in connection with the Developer's original sale of the Ownership Unit. The Agency shall approve or disapprove such proposed purchasers within seven (7) days of its receipt of all requested information, forms and disclosure statements from such proposed purchasers. The Agency's approval or disapproval shall be based only on the criteria set forth above in subsections (a), (b) and (c). If the Agency shall fail to approve or disapprove any such proposed purchaser within such seven (7) day period, unless such time has been extended in writing by the Agency, the proposed purchaser shall be deemed disapproved. The Developer shall use diligent efforts to cause the Lower Income Ownership Units and the Low Income Ownership Units to be sold and occupied in accordance with this Agreement at the earliest feasible time. Of every ten (10) Ownership Units sold by the Developer pursuant to this Agreement, not less than one (1) shall be a Lower Income Ownership Unit, and not less than one (1) shall be a Low Income Unit. The Developer shall deliver to and have initialled by Owner(s) a disclosure in form to be provided by the Agency which discloses that the Buyer/Agency Note provides for shared appreciation. i.X 1e 7UBL:16002-21941 B2338.22 36 4. [§405] Buver/Agency Loans . The purchaser(s) of each Ownership Unit shall execute and deliver or cause to be delivered to the Agency a Buyer/Agency Note in the form of Attachment No. 9, as such Note is completed by the Executive Director of the Agency or his designee based upon Section 404 and the remaining provisions of this Agreement. Notwithstanding anything provided herein to the contrary, however, the Agency agrees to consider forgiving interest on each such promissory note and to consider limiting its right to share in the appreciation of each Ownership Unit as may be necessary to avoid situations in which the applicable homebuyer's obligations under the first deed of trust, plus the Buyer/Agency Note exceed the fair market value of the applicable Ownership Property. The Agency will execute appropriate documentation, including escrow instructions, to cause the recordation of a partial release and reconveyance of the particular Ownership Unit being sold from the effect of the Ownership Conveyance Area Deed of Trust (Attachment No. 22). 5. [§406] Covenants to Remain Affordable. Prior to the conveyance of any of the Ownership Units to the Qualifying Buyers, the Developer shall execute and record the Declaration of Conditions, Covenants and Restrictions in the Official Records of Riverside County, California, which shall provide all of the following: a. Each Ownership Unit shall be owner -occupied and the owner shall be a Qualifying Buyer and each Ownership Unit shall only be conveyed at an Affordable Housing Cost to a Qualifying Buyer; b. Prior to any transfer of any portion of the Ownership Unit, the Owner shall submit to the Agency (i) a request for approval of the proposed transferee (ii) the proposed sale price, and (iii) written acknowledgement of the proposed transferee that the Ownership Unit would be transferred to such transferee subject to a Promissory Note payable to the Agency which provides in part for shared appreciation the Agency shall (i) review the proposed price for conformity with this Agreement and (ii) determine if the proposed transferee is a Qualifying Buyer, and if such matters conform to this Agreement, the Agency shall approve the proposed transferee; C. There shall be no discrimination against any person on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Ownership Unit; d. The owner(s) of any portion of the Ownership Unit shall properly maintain the buildings, landscaping and yard areas on such portion of the Ownership Unit owned by such owner(s), and if such buildings, landscaping and yard areas are not so maintained, and such condition is not corrected as soon as possible after notice from the Agency or the City, then either the Agency or the City may perform the necessary maintenance and the owner(s) shall pay such costs as are reasonably incurred for such maintenance; Am 24, IM PURL; 16002-21941 M338.22 37 e. The Declaration of Conditions, Covenants and Restrictions shall, throughout their term, be binding for the benefit of the Agency and the City without regard to whether the Agency or the City is an owner of any land to which the Declaration of Conditions, Covenants and Restrictions relate; and f. The Declaration of Conditions, Covenants and Restrictions shall be binding for a period terminating upon the expiration of the Affordability Period. To the extent permissible under applicable law, the Agency shall permit sales of the Ownership Unit prior to the expiration of the term of the Declaration of Conditions, Covenants and Restrictions for a price in excess of an Affordable Housing Cost, provided that the seller of the Ownership Unit pays to the Agency the shared appreciation amount as determined pursuant to the Buyer/Agency Note. In the event that any provision in this Section 406 is found to be contrary to applicable law or the Resale Restriction Agreement and Option to Purchase or provisions of the Fannie Mae Community Partnership Program as in effect as of the date of approval of this Agreement by the Agency, then this Section 406 shall be deemed to mean those provisions which are enforceable under and consistent with such laws and policies. The remaining provisions of this Agreement shall be deemed modified in a manner which is consistent with the goals and intent of this Agreement to provide housing at an Affordable Housing Cost to low -and moderate -income households. Every provision of this Section 406 is intended to be severable. In the event any term or provision of this Section 406 is declared by a court of competent jurisdiction to be unlawful, invalid or unenforceable for any reason, such determination shall not affect the balance of the terms and provisions of this Section 406, which terms and provisions shall remain binding and enforceable. Upon a satisfactory showing of necessity therefor, the Executive Director or his designee will execute a Subordination Agreement substantially in the form of Attachment No. 24 hereto. 6. [§407] Marketing. The marketing efforts of the Developer as to the Ownership Units shall include marketing to persons who live and work within the City. 7. [§408) Best Efforts to Sell Ownership Units The Developer agrees to exercise best efforts consistent with prudent business practices to sell all of the Ownership Units as soon as practical. The Developer agrees that the Ownership Units shall not be leased by the Developer or any parry related to the Developer without the prior written approval of the Agency. 8. [§409] Rental Units a. Selection of Tenants. The Developer shall, either itself or through its agent, maintain all of the Rental Units and restrict the occupancy of such units to senior citizens. Eighty-two (82) of the Rental Units shall be one bedroom units; the remaining nine (9) Rental Units shall be two bedroom units. Forty (40) of the one bedroom Rental Units shall be made available for rent to Very Low Income Renters; twenty-six (26) of the one bedroom Rental J. M. law PueL:16W2-21941 B2338.22 38 Units shall be made available to Low Income Renters; the remaining sixteen (16) one bedroom units, one of which shall be made available to the manager of the Rental Units, shall also be maintained as dwelling units occupied throughout the Rental Period by households which are Qualifying Renters except that those households occupying such sixteen` (16) units shall have an income of not greater than one hundred twenty percent (120%) of the areawide median income. Five (5) of the two bedroom Rental Units shall be made available to Very Low Income Renters; the remaining four (4) two bedroom Rental Units shall be made available to Low Income Renters.As specified hereinbelow, Developer shall demonstrate to the satisfaction of the Agency that the proposed tenants of the Rental Units are Qualifying Renters. Prior to the rental or lease of Rental Unit to a tenant, the Developer shall require the tenant execute a written lease and complete an Income Verification certifying that the prospective tenant(s) occupying the Rental Unit is/are Qualifying Renters and meet(s) the eligibility requirements established for the Rental Unit. The Developer shall verify the Income Verification of the tenant(s) in one or more of the following methods as specifically set forth in the Income Verification. A person or family who at the time of income certification qualified as a Qualifying Renter shall continue to be deemed so qualified, until such time as the person or family's income is redetermined and the person or family is determined by the Agency to no longer be so qualified, even if such person or family's income has subsequently increased to an amount above the applicable income level. Upon the Agency's determination that the tenant of one of the Rental Units is no longer qualified as a Qualifying Renter the next available unit must be rented to (or held vacant and available for immediate occupancy by) a Qualifying Renter. The Developer shall promptly notify the Executive Director if it has reason to believe that a renter or renters of one or more of its Rental Units do or does not qualify as Qualifying Renters. For purposes of satisfying the requirement that all of the Rental Units be maintained as affordable to Qualifying Renters, a tenant who qualifies as a Qualifying Renter at the time he or she first occupies such a rental unit shall be deemed to continue to be so qualified until demonstrated otherwise by the tenant's annual Income Verification. At such time as the tenant ceases to meet the income qualifications of a Qualifying Renter, the unit occupied by such tenant shall not be countable as an affordable unit for so long as the income qualifications are not met; provided that such circumstance shall not be deemed to constitute a default by the Developer so long as (i) upon becoming vacant, the same unit is rented to a Qualifying Renter and (ii) the next available unit is rented to a Qualifying Renter. The Developer shall give notice to the Agency of the vacancy of each and any of the Rental Units. The Agency may, but is in no way obligated to, notify prospective tenants of such vacancy. The Developer shall not be required to lease such affordable units to a tenant referred by the Agency, but the Developer shall accept or reject any such tenant based solely upon lawful and reasonable evaluation criteria. b. Determination of Affordable Rent for the Rental Units. The Rental Units shall be rented or leased at a rent not in excess of Affordable Rent to Qualifying Renters. J. za. 1a PuaL:16002-21941 Bn38.22 39 THE DEVELOPER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL FOR THE RENTAL UNITS ESTABLISHED BY THIS AGREEMENT AS AN AFFORDABLE RENT IS NOT NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE RENTAL UNITS, AND MAY BE SUBSTANTIALLY BELOW THE FAIR MARKET RENT. THE DEVELOPER FURTHER UNDERSTANDS AND KNOWINGLY AGREES THAT THE TAX CREDIT PROGRAM MAY IMPOSE ADDITIONAL RESTRICTIONS AND LIMITATIONS UPON THE RENTS WHICH MAY BE CHARGED FOR THE RENTAL UNITS. Developer Initials: C. Records and Program Compliance. Developer shall maintain on file the tenant(s) executed Income Verification(s) and all rental records for the Rental Properties. The Developer shall prepare and submit to the Agency on the first anniversary of the issuance of the approval of this Agreement by the Agency and annually thereafter throughout the Qualified Project Period, a Certification of Continuing Program Compliance. Such documentation shall state for each unit the unit size, the rental amount, the number of occupants and the income of the occupants and any other information which may be used to determine compliance with the terms and conditions of this Agreement. Developer shall permit the Agency upon 49 hours advance written notice during normal business hours to inspect Developer's records in connection with the operation of the Rental Properties. The Developer covenants and agrees for its successors, its assigns and every successor in interest to the Site or any part thereof to use, maintain, and operate the Rental Properties in accordance with this Agreement for the Qualified Project Period. None of the Rental Properties during the Qualified Project Period shall be utilized on a transient basis nor shall any of the Rental Properties during the Qualified Project Period be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home. Developer shall not convert the Rental Properties to condominium ownership during the Qualified Project Period without the prior written approval of the Agency, which approval the Agency may grant, withhold, conditionally grant, or deny in its sole and absolute discretion. d. Failure to Comply. In the event the Developer maintains less than all of the Rental Properties available at Affordable Rent to Qualifying Renters, the Developer shall be in noncompliance with this Agreement. In the event the Developer remains in noncompliance for more than ninety (90) days following the transmittal of notice by the Agency to the Developer as described in Section 501 of this Agreement, then , without necessity of further demand therefor by the Agency, the then-oustanding balance of the Rental Conveyance Area Promissory Note shall be due and payable, and the Agency shall have additional remedies pursuant to this Agreement, including without limitation the Maintenance Agreement. Anything which pertains to the Rental Units in this Agreement to the contrary notwithstanding, to the extent the Tax Credit Regulatory Agreement is more restrictive in its requirements applicable to tenant selection and on -going tenant eligibility than provided in this Agreement with respect to the Rental Units, such Tax Credit Regulatory Agreement shall control and the Developer's compliance therewith shall not be a default hereunder. fine u. 1w PUBL:16002-21941 B2339 22 40 9. [§410] Maintenance of the Rental Units The Developer shall maintain the Rental Units in a neat and clean condition and in accordance with all applicable laws at all times during the Qualified Project Period. In the event the Agency (or its Executive Director) determines at its reasonable discretion that the maintenance of one or more of the Rental Units is not satisfactory, it shall notify the Developer in writing generally describing the matters of concern. The Developer shall have a reasonable time, but not to exceed forty-five (45) days from delivery or mailing of notice as set forth in Sections 501 of this Agreement to remedy such matters of concern. If such matters are not satisfied to the reasonable satisfaction of the Executive Director of the Agency within such time period, the Agency may terminate the Maintenance Agreement, and, at its election, designate a replacement service provider for the provision of such maintenance. 10. [§411] Reporting Requirement Prior to the rental or lease of any of the Rental Units to a tenant, and annually thereafter within thirty (30) days of the anniversary date of such tenant's occupancy, the Developer shall submit to the Agency completed income computations and certification form in the form of the Income Verification(s) and the Certification of Continuing Program Compliance in the form of Attachment Nos. 16 and 17. Upon the mutual agreement of the parties, the Certification of Continuing Program Compliance Certificate may be provided during July of each year in respect to the immediately preceding fiscal year ending as of June 30. The Developer shall certify that each tenant leasing or renting any of the Rental Units is a Qualifying Renter. The Developer shall obtain an income certification from the tenant of each such unit and shall certify that, to the best of the Developer's knowledge, the income of the tenant is truthfully set forth in the income certification form. Reporting by the Developer shall conform to Section 33418 of the California Health and Safety Code, and shall further provide information to the Agency with respect to the operation of the Site that will enable the Agency to make appropriate reports pursuant to Section 33080.4 of the California Health and Safety Code. The Developer shall verify the income certification of the tenant in one or more of the methods as specifically set forth in the Income Verification. 11. [§412] [intentionally omitted] B. [§413] Use In Accordance with Redevelopment Plan: Nondiscrimination 1. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Developer and such successors and assignees, shall during the Qualified Project Period devote the Site only to those uses specified or permitted in the Redevelopment Plan and this Agreement. 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, handicap, 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 through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, AM K. Im PUBL:16M-21941 B2338.22 41 number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. Agency Initials: Developer Initials: The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, 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." i.X19 PURL: 16002-21941 B2338.22 42 The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site, together with any property acquired by the Developer pursuant to this Agreement, or any part thereof. The covenants against racial discrimination shall remain in effect in perpetuity. C. [§414] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. D. [§4151 Maintenance of the Site The Developer shall maintain the improvements on the Site in conformity with the La Quinta Municipal Code and shall keep the Site free from any accumulation of debris or waste materials. The following standards shall be complied with by Developer and its maintenance staff, contractors or subcontractors: 1. Developer shall maintain the Site, including individual Affordable Units, all common areas, all interior and exterior facades, and all exterior project site areas, in a safe and sanitary fashion suitable for a first class housing development within the City of La Quinta. 2. Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing, edging, and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and optimum irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. 3. Clean-up maintenance shall include, but not be limited to: maintenance of all private paths, parking areas, driveways and other paved areas in clean and weed -free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. J. u. 1"4 PUBL:16W2-21941 K339.22 43 4. Improvements shall be maintained in conformance and in compliance with the approved construction and architectural plans and design scheme, as the same may be amended from time to time with the approval of the City (and Agency, if such approval is required). 5. All maintenance work shall conform to all applicable federal and state Occupation Safety and Health Act standards and regulations for the performance of maintenance. 6. Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance shall be applied only by persons possessing valid California applicators licenses, and in strict accordance with all governing regulations. Precautionary measures shall be employed recognizing that all areas are open to public access. 7. Parking lots, lighting fixtures, trash enclosures, and all areas which can be seen from the adjacent streets shall be kept free from any accumulation of debris or waste materials by regularly scheduled maintenance. 8. Developer shall maintain a separate reserve fund for capital repairs, and shall deposit not less than Eleven Thousand Three Hundred Fifty Dollars ($11,350) in such fund each year for the Rental Units. Such funds shall be expended for the Rental Units only for capital repairs to and replacement of the Improvements and shall not be expended upon normal maintenance and operations of the Improvements. Capital repairs to and replacement of the Improvements shall include only those items with a long useful life, including the following: (1) Carpet and drape replacement; (2) Appliance replacement; (3) Exterior painting, including exterior trim; (4) Hot water heater replacement; (5) Plumbing fixtures replacement, including tubs and showers, toilets, lays, sinks, faucets; (6) Air conditioning and heating replacement; (7) Asphalt repair and replacement, and seal coating; (8) Roofing repair and replacement; (9) Landscape tree replacement and irrigation pipe and controls replacement; (10) Gas line pipe replacement; (11) Lighting fixture replacement; J. U. 1� PUBL:16002-21941 B2338.22 44 (12) Elevator replacement and upgrade work; (13) Miscellaneous motors and blowers; and (14) Common area furniture replacement, and common area repainting. Maintenance expenditures as to the Ownership Units is not limited to the above list, but includes any expenditure necessary for the maintenance of those Units. If the above standards are breached, after notice and opportunity to cure within the time set forth in this paragraph, the Agency or its designee may in its reasonable discretion direct the Developer to and the Developer shall hire a management company acceptable to the Agency to manage the Improvements. If, at any time, the Developer or the management company fails to adequately maintain such areas, and such condition is not corrected immediately upon notice of an imminent threat to health and safety or after expiration of thirty (30) days from the date of written notice from the Agency for all other violations, the Agency may (but shall not be obligated to) perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. Upon the sale of each Ownership Unit by the Developer to Qualifying Buyers, Developer's obligations to the Agency with respect to such sold Ownership Units under this Section 415 shall terminate provided that the Recordable Documents shall remain in effect. V. [§5001 GENERAL PROVISIONS A. [§5011 Notices Demands and Communications Between the Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be given) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer. Such written notices, demands and communications may be sent in the same manner to such other addresses as such party may from time to time designate by mail as provided in this Section 501. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the tenth day from the date it is postmarked if delivered by registered or certified mail. B. [§5021 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 hm u.1� e11e1.:16002-21941 B2339.22 45 which may become due to the Developer or successor or on any obligations under the terms of this Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. C. [§5031 Enforced Delay: Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; acts or omissions of another parry; acts or failures to act of the City of La Quinta 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 fault of the parry claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the parry 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. The Developer is not entitled pursuant to this Section 503 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable temporary or permanent financing for the acquisition or development of the Site or financing for the purchase of Ownership Units by Qualified Buyers. D. [§5041 Inspection of Books and Records The Agency has the right at all reasonable times to inspect the books and records of the Developer pertaining to the Site as pertinent to the purposes of this Agreement. J. 24.1� ruau 16002-21941 B2338.22 46 VI. [§600] DEFAULTS AND REMEDIES A. [§601] Defaults -- General Subject to the extensions of time set forth in Section 503, failure or delay by any party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice or, provided that if the party is proceeding with diligence to cure, such greater time as may be necessary to cure given the nature of the default. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. B. [§602] Legal Actions 1. [§603] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 601, any party may institute legal action 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. [§604] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. [§605] Acceptance of Service of Process In the event that any legal action is commenced 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 against the Developer, service of process on the Developer shall be made by personal service upon Betty Williams, or any other person authorized to accept service on behalf of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. J® ]A, 19 PUBL: 16002-21941a2338.22 47 C. [§6061 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 any injured 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 defaulting parry. D. [§6071 Inaction Not a Waiver of Default Any failures or delays by any 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 any 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. [§6081 Remedies and Rights of Termination [§6091 Termination by the Developer Prior to Conveyance In the event prior to the initial conveyance of real property by the Agency to the Developer, the Developer desires to terminate this Agreement, then this Agreement and any rights of the Developer, the Agency or any assignee or transferee in the Agreement, or arising therefrom with respect to the Site or the subject matter of this Agreement, shall, at the option of the Developer, be terminated by the Developer and thereafter no party shall have any rights against any other party under this Agreement or with respect to its subject matter. This Section 609 shall be of no further force and effect following the initial conveyance of real property.. 2. [§6101 Termination by the Agency Prior to Conveyance In the event that: a. The Developer (or any successor in interest) assigns or attempts to transfer or assign the Agreement or any rights therein or any interest in the Site in violation of this Agreement; or b. There is a change in the ownership of the Developer contrary to the provisions of Section 106 hereof; or C. One or more of the Conditions Precedent to the Conveyance (as set forth in Section 208 of this Agreement) are not satisfied by the time established in the Schedule of Performance (Attachment No. 5) for the satisfaction of the Conditions Precedent; then this Agreement and any rights of the Agency, the Developer, or any assignee or transferee in the Agreement, or arising therefrom with respect to the Site or the subject matter of this Agreement, shall, at the option of the Agency, be terminated by the Agency and thereafter no parry shall have any rights against any other party under this Agreement or with respect to its subject matter; provided n u.1� PUBL:16002-21941 B2338.22 48 that the Agency may, at its election , terminate the provisions of this Agreement which provide for the disposition and development of the Ownership Conveyance Area or the Rental Conveyance Area. Upon such election being made, the Agency will retain the right to terminate pursuant to this Section 610 as to the remainder of the Site and the Detention Basin Area. F. [§611] Ri¢hts and Remedies After Conveyance After the conveyance of property, if either party defaults, then subject to compliance with Section 601, the Agency or Developer, as applicable, shall have the right to pursue any remedy authorized by law or equity or otherwise set forth in this Agreement, including, without limitation, the remedies of Agency set forth in the Attachments hereto to exercise Agency's power of termination, as provided below and in the Agency Deed (Attachment No. 6). This Conveyance is made on the condition that for a period of thirty (30) years from the date of the recordation of the Agency Deed, which period shall be extendable in perpetuity so long as the Agency extends the power of termination (pursuant to the California Civil Code) for successive periods as may be allowed pursuant to law, if Developer defaults, beyond the applicable cure period, under any term or provision of this Agreement, Agency, and its successors or assigns, without paying any compensation for any buildings or other improvements on the Site, and without making any compensation or incurring any liability for damages or losses of any kind, shall have the power to terminate all right, title, and interest in the Site granted by the Agency Deed to the Developer, and its heirs, successors and assigns, in the manner provided by law for the exercise of this power of termination. Immediately on such a termination, Developer or its heirs, assigns or successors shall forfeit all rights or title to the Site, and the Site shall revert to Agency or Agency's assigns or successors. It is intended hereby to create a power of termination pursuant to the California Civil Code. The power of termination shall be subject to rights of institutional lenders providing construction or permanent financing pursuant to this Agreement. The holder of any such mortgage or deed of trust authorized by the Agreement shall not be obligated by the provisions of this Agreement to construct or complete the Developer Improvements or to guarantee such construction or completion. The power of termination may not be exercised as to property with respect to which all improvements required pursuant to this Agreement have been completed and a Certificate of Completion has been issued pursuant to Section 322 with respect to such property. Notwithstanding any provision of this Agreement to contrary effect, this Section 611 shall cease to be effective as of the earlier of (i) the thirtieth (30th) anniversary of the execution of this Agreement by the Agency or (ii) the issuance of a Certificate of Completion (Attachment No. 8) for all of the Developer Improvements. G. [§612] Additional Developer Warranties Upon Agency's exercise of its rights pursuant to Section 611, and the revesting of title to Agency of the Site, Developer shall, upon written request from Agency, represent and warrant to Agency in writing as follows: h.e x,19 PUBL:16002-21941B2338.22 49 a. That Developer has not used, located on, released, stored, manufactured, generated or disposed of, Hazardous Substances in, upon, under, about or transported to or from the Site in excess of an applicable compliance level established by the relevant (governmental) regulatory agencies, including, without limitation, the soil and ground water thereunder: and b. Developer has not incorporated Hazardous Substances into, or used in, the construction by Developer of any improvements in or on the Site in excess of an applicable compliance level established by the relevant (governmental) regulatory agencies; and C. That Developer has not placed any above ground or underground tanks or storage facilities in, upon, under or about the Site in excess of an applicable compliance level established by the relevant (governmental) regulatory agencies; and d. That Developer has no knowledge of the existence of Hazardous Substances in, on, upon, or under the Site. As used in this Agreement, the term "Hazardous Materials" means any hazardous, toxic, infectious or explosive substance, material, gas or waste which is or becomes regulated by any governmental authority, or the United States Government, or any of their agencies, or which has been or later becomes identified as a toxic, cancer causing or otherwise hazardous substance. The term "Hazardous Materials" includes, without limitation, any material or substance which is (a) defined as a "hazardous waste", "extremely hazardous waste" or "restricted hazardous waste" under the California Health and Safety Code, Division 20, Chapter 6.8 as now existing or hereinafter amended (the "Carpenter -Presley -Tanner Hazardous Substance Account Act"), (b) defined as a "hazardous material", "hazardous substance" or "hazardous waste" under the California Health and Safety Code, Division 20, Chapter 6.95 as presently existing or hereinafter amended (the "Hazardous Materials Release Response Plans and Inventory"), (c) defined as a "Hazardous Substance" under the California Health and Safety Code, Division 20, Chapter 6.7 as presently existing or hereinafter amended (the "Underground Storage of Hazardous Substances Act"), (d) petroleum and petroleum byproducts, (e) polychlorinated biphenyls ("PCB"), (0 asbestos, (g) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, as now existing or hereinafter amended, (h) designated as a "hazardous substance" pursuant to Section 307 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), as presently existing or hereinafter amended, (i) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et sec. (33 U.S.C. Section 1321), 0) defined as a "hazardous waste" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq (33 U.S.C. Section 1321), 0) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resources Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), as presently existing or hereinafter amended or (k) 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), as presently existing or hereinafter amended. n z.1w PUBL: 16002-21941 B2338.22 50 H. [§613] Additional Rights and Remedies After the Completion of Construction After the Certificate of Completion is issued for all of the Developer Improvements, if either party defaults, then the Agency or Developer, as applicable, shall have the right to pursue any remedy authorized by law or equity or otherwise set forth in this Agreement, including without limitation, the remedies of Agency set forth in the Attachments hereto. VII. [§700] SPECIAL PROVISIONS A. [§701] Submission of Documents to the Agency for Approval. Whenever this Agreement requires the Developer to submit plans, drawings or other documents to the Agency for approval, which shall be deemed approved if not acted on by the Agency within the specified time, said plans, drawings or other documents shall be accompanied by a letter stating that they are being submitted and will be deemed approved unless rejected by the Agency within the stated time. If there is not time specified herein for such Agency action, the Developer may submit a letter requiring Agency approval or rejection of documents within thirty (30) days after submission to the Agency or such documents shall be deemed approved. B. [§702] Real Estate Commissions Each of the Developer and the Agency represents to the other that it has not engaged the services of any finder or broker and that it is not liable for any real estate commissions, broker's fees, or finder's fees which may accrue by means of the acquisition of the Site or part thereof, and agrees to hold harmless the other from such commissions or fees as are alleged to be due from the party making such representations. C. [§703] Successors In Interest The terms, covenants, conditions and restrictions of this Agreement shall extend to and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns each of the Developer. D. [§704] Amendments to this Agreement The Developer and Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by lending institutions, or Agency's counsel or financial consultants, provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. 1� 24.1s PusL:16002-21941 B2338.22 51 'S� VIII. [§8001 ENTIRE AGREEMENT, WAIVERS This Agreement is executed in five (5) duplicate originals, each of which is deemed to be an original. This Agreement includes pages I through 52 and Attachments 1 through 24, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements among 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. Each individual signing below represents and warrants that he has the authority to execute this Agreement on behalf of and bind the parry he purports to represent. In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. IX. [§9001 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 thirty (30) days after signing and delivery of this Agreement by the Developer 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. J. u, 1� ruBL:10002-21941B2338.22 52 IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. S 1994 REDEVELOPMENT AGENCY OF THE CITY OF LA QUINTA AT ST: r Secretary APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Agency Counsel =17misrom-nd ME$ "Agency" E. G. WILLIAMS DEVELORMEWRATION, a California corporation "Developer" By Its hen 7A. I PUB.AWM-21941 B2338.22 53 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On July 5. 1994 , before me, Toni Teresa Brown personally appeared Stanley Sniff and Saundra L. Juhola , _g personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal Q-g-M TONI TERESA&TOWN �$ COMM. #1021 G91 >zNo" r, Public —California a RIVERSIDE COUNTY (Signature of My Comm. E>pir®s MAR 27. t 998 CAPACITY CLAIMED BY SIGNER: _ Individual Corporate Officer(s): Title(s) Partner(s): _ Limited _ General Attorney -in -Fact Trustee(s) Guardian/Conservator X Other: Agency Chairman and Secretary of the La Quinta Redevelopment Agency SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) La Quinta Redevelopment Agency ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document I by and between the La Qi Number of Pages 184 William Date of Document July 5, 1994 Signer(s) Other Than Named Above: and E.G. STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On before me, and personally known to me -- OR -- proved to me on the basis of satisfactory evidence , personally appeared to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): _ Limited Title(s) _General Attorney -in -Fact Trustee(s) Guardian/Conservator SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) a ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State Of California County of Riverside On July 7, 1994 before me, Marie T. Jones/Notary Public DATE NAME, TITLE OF OFFICER- EG "JANE DOE, NOTARY PUBLIC" No 5907 personally appeared E.G. Williams NAME(S) OF SIGNER(E) personally known to me to be the person( whose name() isAH subscribed to the within instrument and ac- knowledged to me thatWe/she/N*executed the same in IIxWher/Al iik authorized capacity(, and that by XXX/her/10NNX signatures on the instrument the persortW, or the entity upon behalf of which the -°'--personf s) acted, executed the instrument. 1 MARIE T. JONES SS COMM. N988825 x Q - m Notary Pub"C-Califomla RIVERSIOECOUNTY b WITNESS my hand and official seal. My Crch 24,t on Exppves March t"1997 e' Milli SNATURE OFGTARV OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL kXJKCORPORATE OFFICER Chairman & CEO TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTRY(IESI E.G. Williams Development Corp. DESCRIPTION OF ATTACHED DOCUMENT Disposition and Development Agreement by and between the La Quinta Redevelopment Agency TITLE pR TYPE OF OCU ENT and E.G. Williams eve opment 184 NUMBER OF PAGES July 5, 1994 DATE OF DOCUMENT Stanley Sniff and Saundra Juhola SIGNER(S) OTHER THAN NAMED ABOVE CC1993 NATIONAL NOTARY ASSOCIATION • 823E Remmet Ave.. P.O. Box 7164 • Canoga Park, CA 91309-7184 ATTACHMENT NO. 1 SITE MAP [TO BE INSERTED] [indicate Detention Basin Area as cross -hatched area; "Adjacent Area" is school site and is to be labelled also 'not a part'] ATTACHMENT NO. 1 PUBL: 16002-21941 B2338.22 Page 1 of 1 located ) noe u. �9w PURL: 16002-21941 B2338.22 ATTACHMENT NO. 2 DESCRIPTIONS [Depict: a) Ownership Conveyance Area (SF without MF) b) Rental Conveyance Area (MF without SF) c) Rental Property (area where the rental units are to be d) Ownership Property (area where SF units go) ATTACHMENT NO. 2 Page I of I ATTACHMENT 2 EXHIBIT A Ownership Conveyance Area 1 1 `, M�NNPC /: / I gEYEKTION &15tK y� Lmm 'IMP PLAN ,y.{_ui47�hfa . JI .•!•'Lf CQM tupl � lr Rom• � V Ya' r lu.Y rMMD/ N lu •a I:A a: 1t ac. i•1 i`1 � LQ 1 c'�'. ,mnGl1rtJi r�:l� �1.SI 1 ' FJR 1 1 t 1 1 �mum ' 1 ATTACHMENT 2 EXHIBIT B Rental Conveyance Area se Ad. � ik+tvo� 4n7 •.Wf�lfN WR► +++�►ww►+s�vn+7 U�9W,�10i� y eALW ;rr► ,..1 Volf)I, ti(NOOT A61 u•{ uss.t�� '4}4yy .4?I NIN�I. / : M• 34K. iif k. ATTACHMENT NO. 3 DESCRIPTION OF OWNERSHIP UNITS [To Be Inserted following completion of City processing, including map approval; separately identify those Ownership Units title to which is held by the Developer] ATTACHMENT NO. 3 PUaL:16002-21941 B2338.22 Page 1 of 1 ATTACHMENT NO. 4 DESCRIPTION OF RENTAL UNITS [To Be Inserted following completion of City processing, including map approval; separately identify Rental Units] hm M,IM ATTACHMENT NO. 4 PUBL:16002-21941B2338.22 Page I of I ATTACHMENT NO. 5 SCHEDULE OF PERFORMANCE 1. Execution of Agreement by Agency. The Agency shall approve and execute this Agreement, and shall deliver one (1) copy thereof to the Developer. 2. Submission of Design Concept Drawings and Related Documents. Developer shall submit Design Concept Drawings and related documents requiring Section 303 to the Agency and the La Quinta Planning Commission. 3. Agency and Planning Commission Review of Design Concept Drawings. Agency or its designee and Planning Commission approve or disapprove the Design Concept Drawings. 4. Submission of Revised Design Concept Drawings. If original submittal or resubmittal disapproved, Developer revises disapproved plans or documents and resubmits to disapproving entity or entities. 5. Submission of Construction Drawings and Related Documents. Developer shall submit construction drawings and all other plans and documents required by Section 304. Not later than forty-five (45) days after the date of execution and submission of five (5) copies of this Agreement by the Developer and Agency. (a) As to the Ownership Conveyance Area: within four (4) weeks after execution of this Agreement. (b) As to the Rental Conveyance Area: on or before August 1, 1994. (a) As to the Ownership Conveyance Area: within eight (8) weeks after submittal by Developer. (b) As to the Rental Conveyance Area: eight (8) weeks after submittal by Developer. Within three (3) weeks after disapproved until approval. (a) As to Ownership Conveyance Area: on or before October 15, 1994 (b) As to Rental Conveyance Area: on or before October 15, 1994 ATTACHMENT NO. 5 PURL: Page i of 4 rue�:16002-2�94�B2338.22 g 6. Agency Review of Construc- Within four (4) weeks after tion Drawings and Related submittal by Developer. Documents. Agency or its designee approves or disapproves construction drawings and other documents or plans. 7. Submission of Revised Within three (3) weeks after CCnstruction Drawings or submittal, until approval is Related Documents. If original granted. submittal or resubmittal dis- approved, Developer revises disapproved plans or documents and resubmits to Agency or its designee. 8. Submission of Complete Construc- Within two (2 ) weeks after approval tion Drawinnzs. Developer shall of the Construction (working) submit to the Agency or its designee drawings for the Ownership complete Drawings, but in no event later Conveyance Area or the Rental Construction (working) Drawings. Conveyance Area, whichever is applicable. 9. Agency Review of Complete Within three (3) weeks after Drawings and Plans. The Agency submittal. or its designee shall approve or disapprove the Complete Construction (working) Drawings. 10. Obtaining of Building Permits. (a) As to the Ownership Conveyance Developer shall complete all acts Area, not later than four (4 ) weeks necessary to entitle it to receive all after final approval of complete building and other permits needed to drawings, and not later than commence construction of the December 31,1994. Developer Improvements and Detention Basin Improvements (b) As to the Rental Conveyance other than payment of building permit Area, not later than June 30, 1995. fees (which building permit fees shall be paid following the Conveyance) 11. Qpening of Escrow. Agency (a) As to the Ownership Conveyance and Developer shall open Area: on or before December 31, 1994 Escrow for the Conveyance of the Ownership Conveyance Area and the Rental Conveyance (b) As to the Rental Conveyance Area. Area: on or before December 31, 1994 ATTACHMENT NO. 5 Page 2 of 4 h.. 24. 1e PURL: 16002-2194182338.22 12. Conditions Precedent. Developer satisfies all of the Conditions Precedent to Conveyance of the Site. 13. Deposit of Applicable Purchase Amount. Developer deposits into the Escrow the Applicable Purchase Amount for the property to be conveyed. 14. Closine Documents. Agency and Developer execute and deposit into Escrow all documents required for closing. 15. Conveyance. Agency conveys property to Developer. 16. Commencement of Construction. (a) Developer shall commence construction of the Ownership Improvements and Detention Basin Improvements. (b) Developer shall commence contracting of the Rental Improvements. (a) As to the Ownership Conveyance Area: on or before December 31, 1994 (b) As to the Rental Conveyance Area: on or before June 30, 1995 Not less than two (2) business days prior to the close of Escrow and in no event later than February 1, 1995 as to the Ownership Conveyance Area and August 1, 1995 as to the Rental Conveyance Area. Not later than February 1, 1995 as to the Ownership Conveyance Area and August 1, 1995 as to the Rental Conveyance Area. Not later than February 1, 1995 as to the Ownership Conveyance Area and August 1, 1995 as to the Rental Conveyance Area; provided that the Developer has satisfied the Conditions Precedent to Conveyance, and, as applicable, the Conditions Precedent for the Rental Conveyance Area or the Conditions Precedent for the Ownership Conveyance Area. (a) Not later than thirty (30) days after the conveyance of the Ownership Conveyance Area. (b) Not later than thirty (30) days after the conveyance of the Rental Conveyance Area. ATTACHMENT NO. 5 PURL: Page 3 of 4 vUeu 16002-2194 � B2338.22 $ 17. Comoletion of Construction. Developer shall complete construction of the Corresponding Improvements. J. 24. Jam. ATTACHMENT NO. 5 PU6L: 16002-2194192339.22 Page 4 of 4 Not later than twelve (12) months after the time required for commencement of construction, except that an additional twenty (20) months shall be allowed for completion of all of the Ownership Units other than the initial phase of ten (10) to allow for phasing. ATTACHMENT NO. 6 GRANT DEED RECORDING REQUESTED BY AND ) When Recorded Mail To: ) Stradling, Yocca, Carlson & Rauth ) 660 Newport Center Drive, Suite 1600 ) Newport Beach, CA 92660-6441 ) Attn• Mark J. Huebsch Eso ) (Space Above Provided For Recorder) MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $ _ Computed on the consideration or value of property conveyed; OR Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, hereby GRANT(S) to the real property in the City of , County of , State of California, described as [insert description of property to be conveyed] Dated: ATTACHMENT NO. 6 i�u, Ewa PUBLA6002-2I94I B2338.22 Page 1 of 1 State of California ) County of ) On , 199_, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE Title or Type of Document ATTACHED TO THE DOCUMENT Number of Pages Date of Document DESCRIBED AT RIGHT: Signer(s) Other than Named Above Optional Section:Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ Individual ❑ Corporate Officer(s): 71de(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: vame(s) of person(s) or mnty(ies) Joe 24, 1994 PUB1.:16002-21941 B2338.22 AT TACIEIENT N0. 7 SCOI!E OF DEVELOPMENT I. HTTE The Site involves a 25.23-acre parcel, which is located north of Cal1e Tampico, east of the extension of Desert Club Drive, in the Village of La Quinta. The site will be. divided into two (2) segments and improved as follows: 16.23 acres will be improved with the Corresponding Ownership Improvements as further described below, and 9.00 acres will be improved with the Corresponding Rental Improvements as further described below. 11. DE_E DPMEN_T Developer shall cause the construction of the fulluwing: A. Carresgondin wners i Im r v m rrs. This involves 62 single-family dwellings on approximately 5,000 square foot lots; the dwellings will be configured and priced as follows: 0 15 units - 1,260 square feet/three bedroom, 2 bath; price - $106,900, • 25 units - 1,358 square feet/three bedroom, 2 bath; price - $111,9W. • 22 units - 1,510 square feet/four bedroom, 3 hath; price - $115,900. The dwellings will be constructed and sold in three (3) phases; dre first two phases will involve twenty (20) units each, with the third phase involving twenty-two (22) units. On- and off -site improvements necessary for the development of the single-family homes will also be constructed. These improvements and corresponding Agency assistance are lister' on Exhibit A to this Attachment No. 7, and further described in the Specific Plan and the CUP. These improvements include the constr action of a five (5) acre storm water detention basin, with a pump station and related flood control improvements ATTACI.J I T NO. 7 Page 1 of 6 B. CQrresponding Rental Imorovements. This component involves ninety-one (91) multifamily garden duplex style apartments; eighty-two (82) units will be one - bedroom apartments, approximately 607 square feet in size, and nine (9) will be two -bedroom units, approximately 821 square feet in size. A 1,350 square foot recreation building and a pool will also be constructed. On- and off -site improvements necessary for the development of the dwellings will be constructed. These improvements and corresponding Agency assistance are generally listed on Exhibit B to this Attachment No. 7, and are further described in the Specific Plan and the CUP. All of the improvements to be provided by the Developer on the Site, including the off -site improvements defined and described in Part IV of this Scope of Development, constitute the "Improvements." The Developer shall commence and complete the Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 4). III. DEVELOPMENT STANDARDS. The following development standards shall apply to the Developer Improvements: A. Building Setbacks. Minimum building setbacks for buildings and parking areas shall be as required by the Redevelopment Plan and approved by the Agency, and shall conform to the La Quinta City Code ("City Code"). B. Building Coverage. The amount of land within the Site covered by buildings shall be as required by the Redevelopment Plan and local zoning. C. Building Height. Buildings shall not exceed the height as may be limited by the Redevelopment Plan and local zoning. D. LgmdscaRing. The Developer shall provide and, pending the sale of the Site, maintain landscaping on the Sites. Landscaping shall be subject to approval by the City's Planning Department prior to planting. E. Utilities. Sewer drainage and utility lines, conduits or systems shall not be constructed or maintained above the ground level of the Site. Storm drainage for all hard surfaced areas shall be drained or may be sheet flowed to storm sewers. All nonpolluted waste water, such as waste air conditioning water, shall be drained to the storm or sanitary drainage systems as permitted by local codes. J. u, „� ATTACHMENT NO. 7 PUBL: 16002-2194 1 B2338.22 Page 2 of 6 F. Building Materials. All exterior walls shall be painted or covered by the Developer with color(s) and materials subject to approval by the City's Community Development Department. In satisfaction of this requirement, the Developer shall submit a color and materials board for approval by the Agency. G. Building Design. Buildings shall be constructed such that the Developer Improvements shall conform to the City Code, and shall be effectively and aesthetically designed. IV. PUBLIC IMPROVEMENTS AND UTILITIES The Developer, at its own cost and expense, with the exception of disbursements to be made by the Agency Assistance as provided in Section 331 of the Agreement, shall provide or cause to be provided the public improvements as required by the City pursuant to the Specific Plan, the CUP, and the usual City building permit requirements for off -site improvements to residential development within the time set forth for the completion of the Developer Improvements in the Schedule of Performance (Attachment No. 4), all as determined by the City Engineer or his designee. Those of the improvements required to be provided pursuant to this part IV of the Scope of Development (Attachment No. 4) constitute the "Off -Site Improvements." Those improvements which are required to be made within the Detention Basin Area constitute the "Detention Basin Improvements." V. DEMOLITION AND SOILS In accordance with Section 211 of the Agreement, the Developer shall at its cost take all actions necessary to render the Site entirely suitable for such development, including any demolition and soils work. ATTACHMENT NO. 7 PURL: 16W2-21941 B2338.22 Page 3 of 6 ATTACHMENT NO. 7 EXHIBIT A RENTAL HOUSING CONVEYANCE INFRASTRUCTURE ASSISTANCE J, 24.1994 ATTACHMENT NO. PUBL:16002-21941 B2338.22 Page 4 of 6 ATTACHMENT NO. 7 EXHIBIT B OWNERSHIP HOUSING/DETENTION BASIN CONVEYANCE INFRASTRUCTURE/DETENTION BASIN ASSISTANCE Site Preparation and Grading; Soils Importation $ 462,193 $ 83,334 $ 545,527 On -Site Sanitary Sewers 191,091 N/A 191,091 On -Site Water Distribution 191,085 N/A 191,085 On -Site Streets 337,384 N/A 337,384 Utilities 186,000 N/A 186,000 Storm Drains 176,276 22,059 198,335 Amenities/Special Construction 20,281 356,408 376,689 Off -Site Street Improvements 118,000 N/A 118,000 Subtotal $ 1,682,310 $ 461,800 $ 2,144,110 Plans, Permits & Fees 396,171 11,200 407,371 TOTAL 1 $ 2,078,481 1 $ 473,000 1 $ 2,551,481 ATTACHMENT NO. 7 J. N. 1� PUBL:16M-21941 B2338.22 Page 5 of 6 ATTACHMENT NO. 7 EXHIBIT C OWNERSHIP -RENTAL HOUSING/DETENTION BASIN CONVEYANCE INFRASTRUCTURE/DETENTION BASIN ASSISTANCE ). U. 1, ATTACHMENT NO. PURL:16002-21941 H2338.22 Page 6 of 6 ATTACHMENT NO. 8 CERTIFICATE OF COMPLETION RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) LA QUINTA REDEVELOPMENT AGENCY ) 78-495 Calle Tampico ) P. O. Box 1504 ) La Quinta, CA 92253 } Attn: Executive Director ) (Space above for Recorder's Use.) LA QUINTA REDEVELOPMENT PROJECT LA QUINTA, CALIFORNIA CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT WHEREAS, by a Disposition and Development Agreement dated , 1994 , by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter referred to as the "Agency") and E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation (hereinafter referred to as the "Developer"), the Developer has developed the real property (the "Site"), legally described on the attached Exhibit A, by constructing or causing to be constructed the improvements (or some discrete portion thereof) thereon according to the terms and conditions of said Disposition and Development Agreement (the "DDA"); and WHEREAS, pursuant to Section 322 of the DDA, promptly after completion of the Developer Improvements, as therein defined, the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the construction of the Developer Improvements or any discrete phase or portion thereof, conforms to the DDA; and WHEREAS, the Developer has requested that the Agency furnish the Developer with the Certificate of Completion; and WHEREAS, the Agency has conclusively determined that the construction of the Developer Improvements conforms to the DDA. ATTACHMENT NO. 8 PUBL: 16=-2I94� B2338.22 Page I of 3 NOW THEREFORE: 1. As provided in the DDA, the Agency does hereby certify that the construction of the Developer Improvements has been satisfactorily performed and completed, and that such development and construction work complies with the DDA; 2. This Certificate of Completion does not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage security money loaned to finance the work of construction of improvements and development of the Site, or any part thereof. This Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code; 3. Notwithstanding this Certificate of Completion, all executory provisions of the DDA shall remain in full force and effect. IN WITNESS WHEREOF 199_ ATTEST: Agency Clerk the Agency has executed this Certificate as of this _ day of LA QUINTA REDEVELOPMENT AGENCY 0 Executive Director ,,m2,.1� ATTACHMENT NO. 8 PUBL:16002-21941B2338.22 Page 2 of 3 EXHIBIT A LEGAL DESCRIPTION OF SITE n� u. sna ATTACHMENT NO. 8 PUBL:16002-21941B2338.22 Page 3 of 3 STATE OF CALIFORNIA COUNTY OF M ss. before me, and personally known to me -- OR -- proved to me on the basis of satisfactory evidence , personally appeared to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): _ Limited _ General Attorney -in -Fact Trustee(s) Guardian/Conservator X Other: Agency Chairman and Secretary of the Redevelopment Agency of the City of La Quinta SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) La Quinta Redevelopment Agency ATTENTION NOTARY. Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO -THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: J. u,19 PUBL: 16002-21941 B2338.22 ATTACHMENT NO. 9 BUYER/AGENCY NOTE NOTICE: This Note requires payment of the principal, accrued simple interest and contingent interest if certain events occur. COMMUNITY PARTNERSHIP PROGRAM (SHARED APPRECIATION SECOND MORTGAGE MODEL) , 19_ NOTE California Property Address City State Zip Code FOR VALUE RECEIVED, the undersigned, , hereinafter called "Borrower," hereby jointly and severally promise to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, hereinafter called "Lender," or to Lender's order, at 78-495 Calle Tampico, La Quinta, California, or such other place as Lender may hereafter designate from time to time, lawful money of the United States of America as hereafter set forth. 1. DEFINITIONS. The following definitions shall apply throughout this Note: (A) Appraiser. An appraiser who is a MAI member of the American Institute of Real Estate Appraisers or a SRPA member of the Society of Real Estate Appraisers (or in case such professional designations are modified or discontinued, the most nearly equivalent successor designations). (B) Original Sales Price. (C) Principal Sum. (D) Property. The real property described in Exhibit A attached to this Note and made a part hereof. (E) Sale or Transfer. Any sale or transfer of any part of the Property or any interest in it, except a sale or transfer which under federal law, would not, by itself, permit Lender to exercise a due on sale or due on encumbrance clause. ATTACHMENT NO. 9 J. 24, 1� PURL: 16002-219418233 8.22 Page 1 of 5 (F) Sales Price. The price of the Property on which the transfer tax is paid, plus the amount of any existing financing that the purchaser of the Property assumes or takes subject to. (G) This Date. 19_ 2. INTEREST RATE. The Principal Sum shall accrue interest at the rate of _ percent (_%) per annum [ten percent (10%) or the interest rate of the first trust deed, whichever is lower], amortized over a period of forty (40) years and payable in equal monthly installments. [ALTERNATIVE SECTION 2, to be used at the election of Borrower, which election shall be made irrevocably by Borrower prior to acquisition of the subject property by Borrower, and notice of which election shall be given by means of written notice to the Agency Executive Director or his designee: INTEREST RATE. The Principal Sum shall accrue interest at the rate of percent (—%) per annum [ten percent (10%) or the interest rate of the first trust deed, whichever is lower]] 3. TIME OF PAYMENT. [Select the applicable language: The first monthly installment shall be paid on the _ day 19_, [insert first day of first full month following execution of Note] and of each succeeding month until paid in full. The Principal Sum and accrued interest thereon shall be paid in full on 20_ [insert fortieth anniversary of Note]]. Notwithstanding the foregoing, the whole of the Principal Sum and accrued interest thereon shall become immediately due and payable on the date of the first Sale or Transfer to occur after This Date. [ALTERNATIVE SECTION 3, which shall be used if Alternative Section 2 is used: TIME OF PAYMENT. The Principal Sum and accrued interest thereon shall be paid in full on 20 [insert fortieth anniversary of Note]. Notwithstanding the foregoing, the whole of the Principal Sum and accrued interest thereon shall become immediately due and payable on the date of the first Sale or Transfer to occur after this date. 4. AMOUNT OF PAYMENT. If and when this Note is accelerated and the Principal Sum and interest accrued thereon becomes immediately due and payable pursuant to Section 3 above, Borrower shall pay to Lender the Principal Sum and any unpaid interest accrued thereon, together with contingent interest equal to the Applicable Percent of the amount, if any, by which the Sales Price in the Sale causing payment to become due and payable (less the depreciated value of any documented permanent capital real estate or fixture improvements to the Property) exceeds the Original Sales Price. The "Applicable Percent" shall be that amount equal to the amount of the Agency Loan divided by the amount of the Original Sales Price. 1� u 1994 ATTACHMENT NO. 9 PURL:16002-21941 B2338.22 Page 2 of 5 5. PREPAYMENT. Borrower shall have the right at any time to repay this Note, in full or in part. In the event of prepayment in full, the amount payable in full by Borrower shall be the Principal Sum and other amounts owing, together with contingent interest equal to Applicable Percent of the amount, if any, by which the fair market value of the Property at the time of prepayment (less the depreciated value of any documented, permanent capital real estate or fixture improvements to the Property) exceeds the Original Sales Price. To determine the fair market value of the Property for purposes of this Section 5, Borrowers and Lender shall endeavor to agree upon an Appraiser. If the parties are unable to agree upon an Appraiser within ten (10) days after Borrower's written notice to Lender that it desires to repay the Note, the Lender shall have an appraisal made by an Appraiser of its choice to establish the fair market value. The Borrower may also, at Borrower's expense, have an appraisal made by an Appraiser of the Borrower's choice to establish the market value. If agreement cannot be reached, the average of the two appraisals shall be deemed to be the market value. 6. JOINT AND SEVERAL. The undersigned, if more than one, shall be jointly and severally liable hereunder. 7. ATTORNEYS FEES. If any default is made hereunder, Borrower further promises to pay reasonable attorney fees and costs and expenses incurred by the Lender in connection with any such default or any other action or other proceeding brought to enforce any of the provisions of this Note. The Lender's right to such fees shall not be limited to or by its representation by staff counsel, and such representation shall be valued at customary and reasonable rates for private sector legal services. 8. TIME. Time is of the essence herein. 9. AMENDMENTS. This Note may not be modified or amended except by an instrument in writing expressing such intention executed by the parties sought to be bound thereby, which writing must be firmly attached to this Note so as to become a permanent part thereof. 10. SEVERABILITY. The covenants of this Note are severable. Invalidation of any covenant or any part thereof by law, judgment, or court order shall not affect any other covenant. 11. PLACE OF PAYMENT. Borrower will make payment of all amounts due to Lender under this Note to Lender at 78-495 Calle Tampico, La Quinta, California or such other address as Lender may hereafter from time to time designate in writing to Borrower. 12. BORROWER'S WAIVERS. Borrower waives any rights to require the Lender to do certain things. Those things are: (A) to demand payment of amounts due (known as "presentment"); (B) to give notice that amounts due have not been paid (known as "notice of dishonor"); (C) to obtain an official certification of nonpayment (known as a "protest"). 13. GIVING OF NOTICES. Any notice that must be given to Borrower under this Note will be given by delivering it or by mailing it by certified mail addressed to Borrower at the Property Address above. A notice will be delivered or mailed to Borrower at a different address if Borrower gives the Lender written notice of Borrower's different address. Any notice that must be given to the Lender under this Note will be given by mailing it certified mail to the Lender at the ATTACHMENT NO. 9 PURL:16W2-21941 B2338.22 Page 3 of 5 address stated in Section 11 above. A notice will be mailed to the Lender at a different address if Borrower is given written notice of that different address. 14. SUCCESSORS. The covenants and agreements contained in this Note shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Borrower and Lender. 15. No provision of this Note or any instruments securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, in neither Maker or any endorsers of this Note, nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. BORROWERS BORROWERS BORROWERS J. U. IM ATTACHMENT NO. 9 FUBL:16002-21941 H2338.22 Page 4 of 5 ATTACHMENT NO. 10 RESALE RESTRICTION AGREEMENT AND OPTION TO PURCHASE RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) La Quinta Redevelopment Agency ) 78-495 Calle Tampico ) La Quinta, California 92253 ) Attention: Executive Director 1 (Space above for Recorder's use.) This document exempt from a recording fee pursuant to Government Code Section 6103. RESALE RESTRICTION AGREEMENT AND OPTION TO PURCHASE Section I. Parties. This Resale Restriction Agreement and Option to Purchase (the "Agreement") is entered into as of this _ day of , 19_, by and between the La Quinta Redevelopment Agency, a public body, corporate and politic (the "Agency" or "Optionee") and (the "Owner"). Section 2. Definitions. The following defined terms have the meaning indicated in Section 2. Exhibits to this Agreement are hereby incorporated by reference. All recordings required by this Agreement shall be in the official records where deeds are recorded in the county where the land described on Exhibit A is located. (a) "Agency" means the La Quinta Redevelopment Agency, a public body, corporate and politic. (b) "Agreement" means this Resale Restriction Agreement and Option to Purchase. (c) "Appraiser" means an appraiser who is a MAI member of the American Institute of Real Estate Appraisers or a SRPA member of the Society of Real Estate Appraisers (or in case such professional designations are modified or discontinued, the most nearly equivalent successor designations.). (d) "Business Day" means a day other than a Saturday or Sunday on which banks located in the county in which the Residence is located are not required or authorized to remain closed. ATTACHMENT NO. 10 J. u. 19 MBL: 16002-21941 B2338.22 Page 1 of 11 EXHIBIT A REAL PROPERTY DESCRIPTION [To Be Attached] ,mu_,� ATTACHMENT NO. PUBL:16002-21941 B2338.22 Page 5 of 5 (e) "BMR Unit" means the Residence, which has been designated as a below -market rate unit by Section 4 of this Agreement. (f) "Designee" means a government or nonprofit organization which the Agency has designated to become the Optionee pursuant to Section 6. (g) The term "including" or variants thereof shall mean "including without limitation. (h) "Index" means the housing component of the Consumer Price Index for All Urban Consumers (CPI-UO) as published periodically by the United States Department of Housing and Urban Development. (i) tionee" means the parry who, pursuant to Section 6, is entitled to exercise the Purchase Option as provided in this Agreement. As provided in Section 6, the Optionee may be: (i) the Agency; (ii) a Designee; or (iii) an individual private buyer who meets the Agency's eligibility qualifications and to whom the Agency's rights as optionee have been assigned by the Agency, its Designee, or a prior Optionee. 0) "Owner" means (k) "Prohibited Transfer" has the meaning stated in Section 7. (1) "Purchase Option" means the option to purchase granted by the Owner, as optionor, to the Optionee, as optionee, by this Agreement. (m) "Residence" means the real property described on Exhibit A, including all improvements and appurtenances. (n) "Transfer" has the meaning stated in Section 7. (o) "Transferee" means any owner of the Residence other than the Owner. Section 3. Recitals. The following recitals of facts are a material part of this Agreement. (a) WHEREAS, the Agency has developed a program to provide housing opportunities to low and moderate income purchasers of homes to be offered for sale at prices which are below those otherwise prevailing in the market; and (b) WHEREAS, the intent of the Agency is to preserve the affordability of the homes for persons of low and moderate income as more particularly provided herein; (c) NOW THEREFORE, in consideration of the benefits received by the Owner, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound, the Owner and the Agency agree as follows: �u ATTACHMENT NO. 10 vuaL:16002-21941 B2338.22 Page 2 of 11 Section 4. The Residence. The Residence which is the subject of this Agreement has a street address of , and its legal description is set forth on "Exhibit A" attached to this Agreement and incorporated herein. The Residence is hereby designated as a below -market rate unit (the "BMR Unit") and shall be subject to the terms and conditions herein set forth. Section 5. Owner Representations and Warranties. The Owner represents and warrants to the Agency that the financial and other information previously provided to the Agency by the Owner for the purpose of qualifying to purchase the Residence was true and correct at the time it was given and remains true and correct as of the date of this Agreement. Section 6. Purchase Option. The Owner hereby grants to the Agency, as optionee (the "Optionee"), an option to purchase the Residence (the "Purchase Option") on the terms of this Agreement. The Agency may designate a governmental or nonprofit organization (the "Designee") to exercise the Purchase Option. The Designee, when so designated, shall then be the Optionee. The Agency or its Designee, as the case may be, may assign the Purchase Option to an individual private buyer who meets the Agency's eligibility qualifications, who shall then become the Optionee. After the exercise of the Purchase Option by the then-Optionee in the manner hereinafter prescribed, the Optionee may assign the Purchase Option to any substitute individual private buyer who meets the Agency's eligibility requirements and is approved by the Agency; provided, however, that such subsequent assignment shall not extend any time limits contained herein. Upon approval by the Agency, such substitute buyer shall become the Optionee. The Agency shall give the Owner notice of any designation of a Designee. The Agency, the Designee or the Optionee, as the case may be, shall give the Owner notice of any assignment to an Optionee. In addition to giving notice to the Owner, any designation of a Designee or assignment by the then Optionee of the Purchase Option shall be by a written instrument executed and acknowledged by the parties, in recordable form, which shall be recorded in the Official Records of the County Recorder in the County where the Residence is located. Section 7. Transfer by Owner. Any attempt by the Owner to make a Prohibited Transfer of title to or any interest in the Residence in violation of this Agreement shall be void and subject to exercise by the Optionee of the Purchase Option described in Section 6. (a) "Transfer" means any voluntary or involuntary sale, assignment or transfer of ownership of or any interest in the Residence, including a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life estate, or other limited estate, leasehold interest or any rental of the Residence, or any interest evidenced by a land contract. Any Transfer without satisfaction of the conditions of this Agreement shall be deemed a "Prohibited Transfer". (b) The following Transfers are not considered Prohibited Transfers and therefore are not subject to exercise by the Optionee of the Purchase Option: (i) transfer by gift, devise, or inheritance to the Owner's spouse or natural or adopted children; (ii) transfer of title by an Owner's death to a surviving joint tenant, tenant by entireties, or a surviving spouse of community property; (iii) transfer of title to a spouse as part of divorce or dissolution proceedings; (iv) granting of a leasehold interest or rental of the Residence for a period of less than one year; or (v) transfer of title or an interest in the Residence to the spouse in conjunction with marriage; hm 241994 ATTACHMENT NO. 10 PUBL:16002-21941 B2338.22 Page 3 of 11 providing, however: (a) that these covenants shall continue to run with the title to the Residence following said Transfers; and (b) that an instrument be executed, acknowledged and recorded by the transferee containing the following covenant: "This Residence is subject to the Resale Restriction Agreement and Option to Purchase (the "Agreement") and transferee, on behalf of transferee, and transferee's successors and assigns, covenants and agrees to be bound by and perform the Agreement, and to include in any further Transfer of the Residence the covenant required by Section 7(b) of the Agreement." A transferee who satisfies the conditions of this Section 7(b) shall then be the Owner. Section 8. Other Permitted Transfers by Owner. The Owner also may Transfer the Residence if the following conditions are satisfied: (a) The Transferee intends to occupy the Residence as its principal place of residence; the Transferee may not collectively earn more than 120% of the then current median income for the area in which the property is located as defined by the United States Department of Housing and Urban Development. (b) The Owner must notify the Agency at least fifteen (15) business days prior to the date of Transfer of the Residence and otherwise comply with all the eligibility requirements of the Agency's program described at Section 3(a) of this Agreement, including the earnings limitations applicable to the transferee contained in Section 8(a) of this Agreement. The Agency shall approve or disapprove of the proposed transferee within fifteen (15) business days. In the event the Agency does not disapprove of the proposed transferee by notice to the Owner within fifteen (15) business days after receiving the Owner's notice, the Agency shall be deemed to have approved the proposed transferee. (c) Within fifteen (15) business days after approval pursuant to Section 8(b) the transferee shall execute an agreement under the terms of which the transferee shall assume the obligations and duties and agree to be bound by the restrictions of this Agreement, by a written and recorded instrument as provided in Section 7(b). A transferee who satisfies the conditions of this Section 8 shall then be the Owner. Section 9. Procedure on Sale. Whenever the Owner of the Residence no longer desires to own the Residence, and intends to make a Transfer of title to or any interest in the Residence which, unless the Owner complies with this Section 9, would be a Prohibited Transfer, the Owner shall notify the Optionee to that effect. The Optionee, upon receipt of said notice, shall then have the right to exercise its Purchase Option by delivery of notice to the Owner of such exercise at any time within thirty (30) days from the receipt by the Optionee of such written notice from the Owner of intent to sell or otherwise Transfer the Residence. If the Optionee exercises its right to purchase the Residence, closing shall be through an escrow utilizing the form of escrow agreement customarily used by such escrowee in residential transactions with the Agency, modified to the extent necessary to conform to this transaction. The closing of escrow ("Closing") shall be within sixty (60) days of the opening of escrow by both parties. The escrow shall be opened upon delivery by the Optionee to the Owner of notice of the Optionee's exercise of the Purchase Option or as soon thereafter as possible. In the event the Optionee decides to assign the Purchase Option, the Optionee may postpone opening of escrow ATTACHMENT NO. 10 J. u.1P PUBLA6002-2; 941 B2338.22 Page 4 of 11 until selection of the new Optionee pursuant to Section 6, or as soon thereafter as possible, provided that the opening of the escrow shall occur no later than thirty (30) business days after the Owner is notified by the Optionee of the Optionee's exercise of its Purchase Option. In the event the Optionee postpones opening of escrow and is unable to select such an assignee, the Optionee retains the right to open escrow and complete the purchase provided that such escrow is opened within thirty (30) business days and the sales transaction is completed within ninety (90) days from the Owner's notice of intent to sell. Up to ten (10) days before close of escrow, the Owner may give notice to the Optionee of the Owner's intent to terminate the escrow. The Optionee shall retain the right by notice to the Owner to complete the purchase of the Residence for an additional period of ten (10) days commencing from the date of receipt of notice of the Owner's intent to terminate the escrow. Section 10. Transfer by Owner if Purchase Option is not Exercised. In the event the Optionee does not exercise its Purchase Option within thirty (30) days of the Owner's notice pursuant to Section 9, the Owner may offer the Residence for sale to anyone, regardless of income criteria. The Owner, however, will be subject to the Purchase Price limitation contained in Section 11. The proposed buyer must purchase the property subject to this Agreement and will be required to execute, acknowledge and record an agreement in the form provided in Section 7(b) under the terms of which the transferee shall assume the obligations and duties of, and agree to be bound by, the restrictions of this Agreement. Section 11, Purchase Price: Owner's Warranties. (a) Closing costs and title insurance premiums shall be paid pursuant to the custom and practice in the Agency at the time of the opening of such escrow. At the Closing Owner shall convey title to the Optionee or the Optionee's nominee by grant deed, or its equivalent which warrants title against matters created or suffered by the Owner and those claiming under the Owner. (b) The purchase price (the "Purchase Price") of the Residence shall be fixed at the lower amount arrived at via the following two methods: (i) The Optionee shall have an appraisal made by a neutral professional Appraiser of its choice to establish the market value. The Owner may also, at Owner's own expense, have an appraisal made by a neutral professional Appraiser of the Owner's choice to establish the market value. If agreement cannot be reached, the average of the two appraisals shall be deemed to be the market value. (ii) Dollars ($_ [insert purchase price for sale by E. G. Williams Development to homebuyer] plus an amount, if any, to compensate for any increase in the housing component for all Urban Consumers (CPI-U) of the Consumer Price Index as published periodically by the United States Department of Housing and Urban Development (the "Index"). For that purpose, the Index prevailing on the date of the purchase of the Residence by the Owner who initially entered into this Agreement shall be compared with the latest Index available on the date of receipt by the Optionee of the Owner's notice of intent to sell. The ,,e,,4.1, ATTACHMENT NO. 10 vuBL:16002-2 1 94 1 62338.22 Page 5 of 11 percentage increase in the Index, if any, shall be computed and the base price shall be increased by that percentage; provided, however, that the price in no event shall be lower than the purchase price paid by the selling Owner when he purchased the Residence. This adjusted price shall be increased by the value of any documented, permanent capital real estate or fixed improvements approved by Agency. No price adjustment will be made except upon presentation to the Agency of written documentation of all expenditures made by Owner for which an adjustment is requested. (c) Any sale price determined through the use of the method described in Section I I(b)(ii) (base price adjusted by the Index and value of improvements, applications, fixtures or equipment added) shall be adjusted by decreasing said price by an amount to compensate for deferred maintenance costs, which amount shall be determined as follows: Upon receipt of notice of Owner's intent to sell, the Optionee shall have fifteen (15) days to determine whether any violations of applicable building, plumbing, electric, fire or housing codes or any other provisions of the La Quinta Municipal Code exist. Owner hereby grants Optionee the right, upon reasonable prior notice to Owner and to any occupants of the Residence, the right to enter and inspect the Residence to determine if any such deficiencies exist. In the event deficiencies are noted, the Optionee shall obtain estimates to cure the observed deficiencies. The Owner shall cure the deficiencies in a reasonable manner acceptable to the Optionee within forty-five (45) days of being notified of the results of the inspection, but in no event later than the Closing. Should Owner fail to cure such deficiencies prior to the scheduled date of the Closing, at the option of the Optionee, exercised on or before the Closing, the escrow may be closed, title passed and money paid to the Owner subject to the condition that such funds as are necessary to pay for curing such deficiencies (based upon written estimates obtained by the Optionee) shall be withheld from the money due the Owner and held by the escrow holder for the purpose of curing such deficiencies. The Optionee shall cause such deficiencies to be cured and upon certification of completion of work by the Agency, the escrow holder shall utilize such funds to pay for said work. Any remaining funds shall be paid to the Owner. No other payment shall be due to the Owner. (d) In no event shall the Agency become in any way liable to the Owner, nor become obligated in any manner to any other party, by reason of the assignment of its Purchase Option, nor shall the Agency be in any way obligated or liable to Owner for any failure of the then Optionee to consummate a purchase of the Residence or to comply with the terms of the Purchase Option. (e) Until such time as the Optionee's Purchase Option is exercised, waived, or expired, the Residence shall not be Transferred, as defined in Section 7 above, except as provided in Section 7(b) or except with the express written consent of Agency or its Designee, which consent shall be consistent with the Agency's goal of creating, preserving, maintaining, and protecting housing for persons of low and moderate income. This provision shall not prohibit the Owner from encumbering title for the sole purpose of securing financing; however, in the event of foreclosure or transfer by deed in lieu of foreclosure, the provisions of Section 13 of this Agreement shall govern. ATTACHMENT NO. 10 PURL: 16002-2194162338.22 Page 6 of 11 Section 12. Termination of Purchase Option. The provisions set forth in this Agreement relating to the Optionee's Purchase Option shall terminate and become void automatically forty (40) years following the date of execution of this Agreement. Section 13. Default and Foreclosure. A request for notice of default and any notice of sale under any deed of trust or mortgage with power of sale encumbering the Residence shall be recorded by the Agency, any Designee and any other Optionee. Any notice of default given pursuant to Civil Code Section 2924b, as amended, shall constitute an Owner's notice of intent to sell under Section 9 of this Agreement, and the Optionee may exercise its Purchase Option pursuant to the provisions of this Agreement; provided, however, that, notwithstanding any language contained in this Agreement to the contrary, with regard to the rights of the lien holder, the Optionee must complete such purchase no later than the end of the period established by California Civil Code Section 2924c for reinstatement of a monetary default under the deed of trust or mortgage. In the event of default and foreclosure, the Optionee shall have the same right as the Owner to cure defaults and redeem the Residence prior to foreclosure sale. Such redemption shall be subject to the same fees, charges and penalties which would otherwise be assessed against the Owner. Nothing herein shall be construed as creating any obligation on the part of the Agency to cure any such default, nor shall this right to cure and redeem operate to extend any time limitations in the default provisions of the underlying deed of trust or mortgage. In the event that no request for notice is recorded, the Optionee's Purchase Option shall run from the date the notice of default is given to the Owner, and any such purchase must be completed within the period established by this Section 13. In the event the Optionee elects not to exercise its rights to purchase upon default, and a foreclosure sale is consummated, any surplus proceeds to which the Owner may be entitled following foreclosure under California state law shall be paid as follows: After any required payment of encumbrances, that portion of surplus, if any, up to but not exceeding the net amount that the Owner would have received after any required payment of encumbrances under the formula set forth above had the Optionee exercised its right to purchase the Residence on the date of the foreclosure sale, shall be paid to the Owner on the date of the foreclosure sale; the balance of the surplus, if any, shall be paid to the Optionee. In the event that the Optionee does not elect to purchase the Residence pursuant to the provisions of this Section 13 and the Residence is sold through foreclosure, the provisions of Section 18 below pertaining to subordination shall apply. Section 14. Distribution of Insurance and Condemnation Proceeds. In the event that the Residence is condemned or destroyed (or in the event that the Residence consists of a unit in a condominium project and the condominium project is destroyed and insurance proceeds are distributed to the Owner, instead of being used to rebuild, or in the event of condemnation, if proceeds thereof are distributed to the Owner, or in the event of termination of the condominium, liquidation of the association and distribution of the assets of the association to the members thereof, including the Owner), any surplus proceeds from insurance or condemnation so distributed remaining after payment of encumbrances on the Residence shall be distributed as follows: Jm 24, 1994 ATTACHMENT NO. 10 PURL: 16002-21941 B2338.22 Page 7 of 11 That portion of the surplus up to but not to exceed the net amount that Owner would have received under the formula set forth above had the Optionee exercised its Purchase Option on the date of the destruction, condemnation valuation date, or liquidation, shall be distributed to the Owner, and the balance of such surplus, if any, shall be distributed to the Optionee. Section 15. Notice of Prohibited Transfer. Within thirty (30) days after receiving notification of a Prohibited Transfer, the Optionee will give written notice to the Owner, specifying the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of the Optionee within ten (10) days after the date of the notice, or within such further time as the Optionee determines is necessary to correct the violation, the Optionee may declare a default under this Agreement. Upon the declaration of a default, the Optionee may apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. Section 16. Attorney Fees and Costs. If any action is brought to enforce the terms of this agreement, the prevailing party shall be entitled to reasonable attorneys' fees and cost. Section 17. Controlling Agreement. The Owner covenants that the Owner has not executed, and will not execute any other agreement with provisions contradictory to or in opposition to the provisions hereof, and that in any event, the Owner understands and agrees that this Agreement shall control the rights and obligations between and among the parties. Section 18. Subordination. This Agreement shall be subordinate to the lien of a first deed of trust against the Property, and shall not impair the rights of any institutional lender which is the maker of a loan secured by such first deed of trust, or such lenders' assignee or successor in interest, to exercise its remedies under the deed of trust in the event of default under the first deed of trust by the Owner. Such remedies under the first deed of trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, this Agreement shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, this Agreement shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under such first deed of trust, and (ii) the Agency shall not have cured the default under such first deed of trust within the 30-day period provided such notice sent to the Agency. Section 19. Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been contained herein. Section 20. Time of the Essence. Time is of the essence of this entire Agreement. Whenever under the terms of this Agreement the time for performance falls on a day which is not a business day, such time for performance shall be on the next day that is not a business day. u ATTACHMENT NO. 10 PURL: 16=-21941 B2338.22 Page 8 of 11 Section 21. Notices. All notices required herein shall be in writing and shall be considered as given when personally delivered or one (1) business day following the day on which notice is delivered to Federal Express or similar overnight delivery service with all delivery charges paid, addressed to the parties as follows: If to Agency: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, California 92253 If to Owner: If to Optionee: At the address specified in the (other than designation or assignment required the Agency) by Section 6. The address of a party for notices may be changed by that party's written designation to all other parties of the new address and the recording of the designation, including the recording reference of this Agreement and its legal description, Exhibit A. Section 22. Covenants as to Use of and Title to the Residence. The Owner covenants and agrees with the Agency that the Owner will use and maintain the Residence as a single family residence and will perform all obligations of any consensual lien encumbering the Residence, until a permitted Transfer, purchase by the Optionee pursuant to this Agreement or Termination of this Agreement. Section 23. Captions and Pronouns. The captions and headings of the various Sections of this Agreement are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine and neuter shall be freely interchangeable. Section 24. Runnine of Benefits and Burdens. All provisions of this Agreement, including the benefits and burdens, run with the land described in Exhibit A and are binding upon the heirs, successors, assigns and personal representatives of the parties hereto and inure to the benefit of the heirs, personal representatives and permitted successors and assigns of the parties hereto. Section 25. Construction. The rule of strict construction does not apply to this Agreement. This Agreement shall be given a reasonable construction so that the intention of the parties, to create a valid and enforceable Purchase Option and to prevent any Prohibited Transfer or any use of the Residence in violation of this Agreement is carried out. J1 24, lm ATTACHMENT NO. 10 PUBL:16002-21941 B2338.22 Page 9 of 11 Section 26. Termination. This Agreement shall terminate on the earlier of conveyance to the Optionee or its nominee pursuant to exercise of the Purchase Option, acquisition of title through a foreclosure of any consensual lien to which this Agreement has been subordinated, or termination of the Purchase Option pursuant to Section 12 (collectively "Termination"). Upon Termination of this Agreement, on request of the then record owner of the fee title to the Residence, the Agency and any other Optionee shall execute, acknowledge and record a termination of this Agreement. To the extent permitted by law, any unfulfilled obligations of any Owner shall survive the Termination of this Agreement, but this Agreement shall no longer affect title to the Residence. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic M Executive Director of the Agency "AGENCY" Attest: Agency Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) "OWNER" ATTACHMENT NO. 10 J. M.1� PUBL:16002-21941 B2338.22 Page 10 of 11 EXHIBIT A PROPERTY DESCRIPTION The land referred to herein is situated in the State of California, County of Riverside, City of La Quinta, and is described as follows: J. 24,1994 ATTACHMENT NO. 10 Pusl.: 16002-2194192338.22 Page 11 of 11 ATTACHMENT NO. 11 Rental Conveyance Area Promissory Note $2,112,847 La Quinta, California FOR VALUE RECEIVED, E. G.WILLIAMS DEVELOPMENT CORPORATION, a California corporation ("Maker"), promises to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Holder") at 78-495 Calle Tampico, P.O. Box 1504, La Quinta, California 92253, or at such other address as Holder may direct from time to time in writing, the sum of Two Million One Hundred Twelve Thousand eight Hundred Forty - Seven Dollars ($2,112,847) (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Promissory Note ("Note") is made in connection with the provision by the Holder of funds equal to the Note pursuant to that certain Disposition and Development Agreement by and among Makers and the Holder, dated as of 1994 (the "Agreement"). 1. Interest Rate. Simple interest shall accrue on the Note Amount from the date of this Note at the rate of six percent (6%) per annum, but in no event greater than the maximum interest rate permitted by law. 2. Repayment . The principal amount of the Note Amount, plus all interest then accrued upon the Note Amount, shall be immediately due and payable upon (i) any default of the Agreement as to the Rental Units or the Rental Conveyance Area, including without limitation the conveyance of property not permitted by the Agreement, and Section 409, thereof, which is not cured within the time set forth in Section 601 of the Agreement and, if not sooner paid in full, (h) on June 15, 2029. However, in the event that (i) the Developer has operated or has caused the Rental Units to be rented at Affordable Rent to Qualifying Renters and has provided Certificates of Continuing Program Compliance substantially in conformity with the Agreement for the twenty (20) year period commencing with the issuance of a Certificate of Completion for the Rental Units, and (ii) the Developer is, as of such twentieth anniversary (the "Twentieth Anniversary"), currently in compliance with all provisions of the Agreement, including the Attachments thereto and this Note, then as of each anniversary of the Twentieth Anniversary, the amounts then outstanding on this Note shall be reduced as follows: following the Twentieth Anniversary (but effective as of the Twentieth Anniversary), the Agency shall determine (i) the amount then outstanding on this Note (the "Computation Base"), and (ii) such amounts ("Adjustment Credit Amounts") as would fully amortize such Computation Base, together with such additional interest as may continue to accrue at the Interest Rate, over a ten (10) year period commencing with the Twentieth Anniversary. The amount payable to the Agency pursuant to this Note shall be reduced and forgiven by the amount of the Adjustment Credit Amount applicable for each calendar year J. ATTACHMENT NO. 11 PUBL:16002-21941 H2338.22 Page I of 3 following the Twentieth Anniversary that the Rental Units are rented at Affordable Rent to Qualifying Renters in conformity with the Agreement, including without limitation the provision of Certificates of Continuing Program Compliance. In the event the Rental Units are operated in conformity with the Agreement throughout the thirty (30) year period commencing with the completion of the Rental Units, the Holder shall cancel and return this Note, and shall execute and deliver to the Maker for recordation a request for full release and reconveyance of the "Rental Conveyance Area Deed of Trust" as described in Section 5 of this Note. 3. Prepayment of Note Amount. Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at the rate set forth in section 1 hereof, at any time prior to the due date of the Note Amount without penalty. 4. Anolication of Payments. Each payment hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. 5. Security. This Note is secured by a deed of trust by and between Makers, as trustor and Holder, as beneficiary (the "Rental Conveyance Area Deed of Trust" Attachment No. 12 to the Agreement). 6. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 7. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. 8. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel, and such representation shall be valued at customary and reasonable rates for private sector legal services. 9. Non -Waiver. J, 24 1994 ATTACHMENT NO. 11 PURL: 16002-21941 B2338.22 Page 2 of 3 Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 10. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 12. No provision of this Note or any instrument securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, in neither Maker or any endorsers of this Note, nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. Dated: , 1994 Dated: , 1994 E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation M MAKER" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic LE Executive Director "HOLDER" ATTEST: Agency Secretary ATTACHMENT NO. 11 PUBS: 16002-21941 B2338.22 Page 3 of 3 ATTACHMENT NO. 12 Rental Conveyance Area Deed of Trust RECORDING REQUESTED BY AND ) When Recorded Mail To: ) Stradling, Yocca, Carlson & Rauth ) 660 Newport Center Drive ) Suite 1600 ) Newport Beach, CA 92660-6441 ) Attn: Mark J. Huebsch, Esq. ) (Space Above Provided For Recorder) DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made , between E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation herein called TRUSTOR, whose address is herein called TRUSTEE, and LA QUINTA REDEVELOPMENT AGENCY, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the City of La Quinta, County of Riverside, State of California, described as: See attached Exhibit A, incorporated herein Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the purpose of securing (1) payment of the sum of $2,112,847 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, in all other counties August 18, 1964, in the J� u. J, ATTACHMENT NO. 12 PUBL:16002-2194; B2339.22 Page 1 of 4 book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Placer 1028 379 Alpine 3 130-31 Plumas 166 1307 Amador 133 438 Riverside 3778 347 Butte 1330 513 Sacramento 5039 124 Calaveras 185 338 San Benito 300 405 Colusa 323 391 San Bernardino 6213 768 Contra Costa 4684 1 San Francisco A-804 596 Del Norte 101 549 San Joaquin 2855 283 El Dorado 704 635 San Louis Obispo 1311 137 Fresno 5052 623 San Mateo 4778 175 Glenn 469 76 Santa Barbara 2065 881 Humboldt 801 83 Santa Clara 6626 664 Imperial 1189 701 Santa Cruz 1638 607 Inyo 165 672 Shasta 800 633 Kern 3756 690 San Diego SERIES 5 Book 1964, Page 149774 Kings 858 713 Sierra 38 187 Lake 437 110 Siskiyou 506 762 Lassen 192 367 Solano 1287 621 Los Angeles T-3878 874 Sonoma 2067 427 Madera 911 136 Stanistaus 1970 56 Marin 1849 122 Sutter 655 585 Mariposa 90 453 Tehama 457 183 Mendocino 667 99 Trinity 108 595 Merced 1660 753 Tulare 2530 108 Modoc 191 93 Tuolumne 177 160 Mono 69 302 Ventura 2607 237 Monterey 357 239 Yolo 769 16 Napa 704 742 Yuba 398 693 Nevada 363 94 Orange 7182 18 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. ATTACHMENT NO. 12 FUBL: 16002-2 1 94 1 B2338.22 Page 2 of 4 The Deed of Trust Rider executed by Trustor is attached hereto, marked as Exhibit A, and made part of this Deed of Trust. Signature of Trustor(s) E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation LA Em J� x, 1994 ATTACHMENT NO. 12 PUBL:16002-21941 M338.22 Page 3 of 4 EXHIBIT "A" TO ATTACHMENT NO. 12 DEED OF TRUST RIDER This Deed of Trust Rider is attached to and made a part of the Deed of Trust with Assignment of Rents dated 1994 ("Deed of Trust") made payable to LA QUINTA REDEVELOPMENT AGENCY, as Beneficiary, and executed by E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation, as Trustor. 1. Deed of Trust. Trustor agrees to the provisions of this Deed of Trust Rider in addition to those of the Deed of Trust. 2. Disposition and Development Agreement. On , 1994, Trustor and Beneficiary entered into that certain "Disposition and Development Agreement" ("DDA") by and between Beneficiary and Trustor. In addition to securing the obligation of Trustor to repay the sum(s) set forth in the Deed of Trust, upon the terms and conditions set forth in the DDA (including without limitation Section 201 thereof), the Deed of Trust shall also secure performance by the Developer of those portions of the DDA pertaining to the Rental Conveyance Area and the Rental Units as defined in the DDA (the "Promisor"), and upon default by Promisor of any term or provision of the DDA, and failure to cure within the prescribed time period(s) set forth in the DDA, Beneficiary shall have the right to cause Trustee to enforce all of the rights and remedies of Trustee or Beneficiary under the Deed of Trust, including, but not limited to, acceleration of all sum(s) secured by the Deed of Trust, invocation of the power of sale and any other right or remedy of Beneficiary or Trustee set forth in the Deed of Trust. E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation a Its: J. u. 1s PURL:16002-21941 B2338.22 State of California ) County of ) On , 199_, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above Optional Section:Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ Individual ❑ Corporate Officer(s): 7ide(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: vame(s) of persons) or mnry(ies) Jm U. 19 PUBL:16002-21941 B2338.22. ATTACHMENT NO. 13 MAINTENANCE AGREEMENT This Maintenance Agreement ("Maintenance Agreement") is entered into as of the _ day of , 1994, by and between E. G. Williams Development Corporation, a California corporation (the "Developer"), and the La Quinta Redevelopment Agency, a public body, corporate and politic (the "Agency"). RECITALS WHEREAS, the Agency and the Developer have entered into that certain Disposition and Development Agreement dated as of (the "DDA"), which provides for the maintenance of the Rental Properties for rent to Qualifying Renters at Affordable Rents; WHEREAS, the DDA also provides that the Rental Properties, including without limitation the improvements thereon, are to be maintained by the Developer; WHEREAS, the DDA is incorporated herein by this reference and any capitalized term not defined herein shall have the meaning established therefor in the DDA; and WHEREAS, the Developer is the owner of the Rental Properties; NOW, THEREFORE, the Developer agrees to maintain the Rental Properties in conformity with this Maintenance Agreement. ARTICLE I DEFINITIONS The definitions provided herein shall be applicable to this Maintenance Agreement and also to any amendment or supplemental Maintenance Agreement (unless the context implicitly or explicitly shall prohibit). Section 1. "Agency" shall mean the La Quinta Redevelopment Agency and its successors in interest. Section 2. "Cj!y" shall mean and refer to the City of La Quinta, a third parry beneficiary to this Declaration. Section 3. "City Code" shall mean and refer to the City of La Quinta Municipal Code as revised from time to time. Section 4. "House" means a dwelling for human habitation. ATTACHMENT NO. 13 J. U. 1 v PUBL: 16002-21941 B2338.22 Page I of 6 Section 5. "Mortgage" shall mean and include a deed of trust, an installment land contract with power of Sale, a sale/leaseback for financing purposes, as well as a mortgage in the conventional sense. Section 6. "Mortgagee" shall mean a person or entity to whom a mortgage is made and shall include the beneficiary of a deed of trust, the vendor under an installment land contract with power of sale and the lessor under a sale/leaseback arrangement; "mortgagor" shall mean a person or entity who mortgages his or its property to another, i.e., the maker of a mortgage, and shall include the trustor of a deed of trust, the vendee under an installment land contract with power of sale and the lessee under a sale/leaseback arrangement. ARTICLE II LAND USE RESTRICTIONS The Rental Properties and improvements thereon, hereinafter sometimes referred to as "premises", shall be occupied and used as follows for the periods required pursuant to the DDA: Section 1. Permitted Uses. The Rental Properties shall be used only for rental to Qualifying Renters at Affordable Rents, and for no other purposes except as the Agency may otherwise prescribe as to any of the Rental Properties which the Agency may hereafter elect to purchase pursuant to the DDA. The Developer shall not convert or allow the conversion of the Rental Properties to condominium ownership during the term of this Maintenance Agreement without the prior written approval of the Agency, which approval the Agency may grant, withhold or deny in its sole and absolute discretion. ARTICLE III OBLIGATION TO MAINTAIN REPAIR AND REBUILD Section 1. Maintenance by Developer. The Developer shall, at their sole cost and expense, maintain and repair the Rental Properties and the improvements thereon or cause the same to be maintained and repaired keeping the same in good condition and making all repairs as may be required by this Maintenance Agreement and by all applicable City Code and Uniform Code provisions. Section 2. Interior Maintenance. The Developer shall maintain the interior of buildings, including carpet, drapes, and paint, in clean and habitable condition in conformity with all applicable laws. h. X 1, ATTACHMENT NO. 13 PURL:16002-21941 B2338.22 Page 2 of 6 Section 3. Exterior Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking and defacing marks. Any such defacing marks shall be cleaned or removed within a reasonable period of time as set forth herein. a. Front and Side Exteriors. The Developer shall at all times maintain the front exteriors and yards in a clean, safe and presentable manner, free from defacing marks or any disrepair and any visible side exteriors. The Developer shall hire maintenance personnel to maintain and/or repair any front exterior or yard or visible side yard and exterior of any lot or building. b. Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures, must be removed and any necessary painting or repair completed within seventy-two (72) hours of their creation or within seventy-two (72) hours after notice to the Developer. C. Driveways. All driveways must be paved and maintained with impervious material in accordance with the City Code. In addition, all water must be made to drain freely to the public part of the waterway without any pooling. d. Front Setbacks. All front setback areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped. The landscaping shall meet minimum standards set from time to time by the Agency. e. Trash. All trash shall be collected and placed in appropriate areas for pick-up by refuse haulers on normal trash pick-up days. Section 4. Damage and Destruction Affecting Lots - the Developer's Duty to Rebuild. If all or any portion of the Rental Properties and the improvements thereon is damaged or destroyed by fire or other casualty, it shall be the duty of the Developer to rebuild, repair or reconstnlct said improvements in a timely manner which will restore it to Code compliance condition. Section 5. Variance in Exterior Appearance and Design. In the event physical damage to one or more of the Rental Properties is suffered, the Developer may apply to the City for approval to reconstruct, rebuild or repair in a manner which will provide different exterior appearance and lot design from that which existed prior to the date of the casualty. Section 6. Time for Reconstruction. Upon damage to the Rental Properties or the improvements thereon, the Developer shall be obligated to proceed with all due diligence hereunder and shall commence reconstruction within two (2) months after the damage occurs and complete reconstruction within six (6) months after damage occurs or demolish and vacate the damaged Rental Properties within two (2) months after the damage occurs, unless prevented by causes beyond their reasonable control. ATTACHMENT NO. 13 J. N. 19 Page 3 of 6 PUBL:16002-21941 B2339.22 $ Section 7. Long Term PropeM Management of the Rental Pro ernes. During the Qualified Project Period defined and described in the Agreement affecting the Rental Properties, the Developer shall obtain the approval of the Agency for any and all changes in the property manager or property management of the Rental Properties. ARTICLE Iv ENFORCEMENT Section 1. Remedies. Breach of the covenants contained in this Maintenance Agreement may be enjoined, abated or remedied by appropriate legal proceedings. Section 2. Riehts of_ the C The City of La Quinta is hereby made a third party beneficiary to this Maintenance Agreement and the covenants herein and is entitled, inter alia: Agreement. a. The City has the right to enforce all of the provisions of this Maintenance b. Any amendment to this Maintenance Agreement shall require the written consent of the City. C. This Maintenance Agreement does not in any way infringe on the right or duties of the City to enforce any of the provisions of the City Code including, but not limited to, the abatement of dangerous buildings. Section 3. Nuisance. The result of every act or omission whereby any of the covenants contained in this Maintenance Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every such result and may be exercised by any owner or its successors in interest, without derogation of the City's rights under law. Section 4. Right of Entry. In addition to the above general rights of enforcement, the Agency and the City shall have the right through its agents and employees, to enter upon any part of the Rental Properties for the purpose of enforcing the ordinances and other regulations of the City, and for maintenance and/or repair of any or all publicly -owned utilities, and to monitor the performance of the Developer hereunder. Section 5. Removal of the Developer. In the event the Agency is dissatisfied with the services provided pursuant to this Maintenance Agreement, it can, upon first giving forty-five (45) days' written notice and an opportunity to cure, either (i) terminate this Maintenance Agreement, but the DDA (including the Attachments thereto, excepting only this Maintenance Agreement) shall remain in full force and effect, or (ii) perform such services itself and charge the same to Developer, which charges shall be paid by Developer within fifteen (15) days after receipt of a bill for same, and if such amount is not paid within such fifteen (15)-day period, Agency may cause a lien to be recorded on the applicable Affordable Property(ies) for all such charges incurred by Agency in performing such maintenance. ,. U. Jw ATTACHMENT NO. 13 PUBL:16002-21941 B2338.22 Page 4 of 6 If the Agency desires to terminate this Maintenance Agreement and have an entity other than the Developer perform property maintenance on the Rental Properties, the Agency shall first consult with the Developer as to the identity, qualifications and experience of such service provider. The costs of such alternative provider so propounded by the Agency would be borne by the Agency. In addition, the Agency would assume the responsibility for any damages to the improvements on the Rental Properties as such alternative service provider may cause. Section 6. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Maintenance Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive. Section 7. Failure to Enforce. The failure to enforce any of the covenants contained in this Maintenance Agreement shall not constitute a waiver of the right to enforce the same thereafter. ARTICLE V DURATION This Maintenance Agreement shall remain in effect until June 15, 2029, unless mutually extended in writing by the parties. ARTICLE VII GENERAL PROVISIONS Section 1. Construction. The provisions of this Maintenance Agreement shall be liberally construed to effectuate its purpose of providing for the orderly maintenance of the Rental Properties promoting the affordable housing objectives of the DDA. Section 2. Amendments. This Maintenance Agreement may only be amended by the written agreement of the Developer and the Agency and the City. Section 3. Effect of Tax Credit Regulatory Agreement. In the event a Tax Credit Regulatory Agreement shall be recorded with respect to the Rental Properties, it shall have priority over this Maintenance Agreement. u ATTACHMENT NO. 13 rUBL:16=-21941 B2338.22 Page 5 of 6 Section 4. Notices. Any notice permitted or required to be delivered as provided herein to Owner shall be in writing and may be delivered either personally or by first-class or registered mail. If delivery is made by mail, it shall be deemed to have been delivered seventy-two (72) hours after a copy of same has been deposited in the United States Mail, postage prepaid, addressed to any person being served such notice in the manner set forth in Section 501 of the DDA. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Dated: 1994. By: Executive Director E. G.WILLIAMS DEVELOPMENT CORPORATION, a California corporation Dated: 1994. By: J� 24. 1994 ATTACHMENT NO. 13 PURL: 16002-21941 B233&.22 Page 6 of 6 ATTACHMENT NO. 14 REQUEST FOR NOTICE 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 UNE FOR RECORDER'S USE ONLY Exempt from recording fees pursuant to Government Code § 6103. Request for Notice Under Section 2924b Civil Code In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deed of Trust recorded as Instrument No. on , 1994, in Book _, Page _, Official Records of Riverside County, California, and describing land therein as executed by See Exhibit A attached hereto , as Trustor, in which is named as Beneficiary, and as Trustee, be mailed to LA QUINTA REDEVELOPMENT AGENCY, at 78-495 Calle Tampico, La Quinta, California 92253, Attention: Executive Director. NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE WILL BE SENT ONLY TO THE ADDRESS CONTAINED THIS RECORDED REQUEST. IF YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED. Thomas P. Genovese, Executive Director Date ATTACHMENT NO. 14 I. X 19 PUBL: 16002-21941 B233832 Page 1 of 2 EXHIBIT A LEGAL DESCRIPTION [To Be Inserted] J, 24 1"4 ATTACHMENT NO. 14 PURL: 16002-2 1 94 1 B2338.22 Page 2 of 2 State of California ) ) ss. County of Riverside ) On August , 1994, before me, (name, title of officer, e.g., Jane Doe, Notary Public") personally appeared Thomas P. Genovese (wme(s) of signer(s)) ❑ personally known to me —OR— ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which person(s) acted, executed the instrument. Witness my hand and official seal. (Signature of Notary) Capacity claimed by signer: (this section is OP77ONAL.) ❑ Individual ❑ Corporate Officer(s): ❑ Partner(s): ❑ General ❑ Limited ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator a Other: Executive Director Signer is representing: La Ouinta Redevelopmen, Aeency name o1 person(, or ennry 1es Attention Notary: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above J. M. 1e PUBL:16002-21941 B2338.22 State of California ) ss. County of ) On August _, 1994, before me, (name, nue of oMcer, e.g., lane Doe, Notary Public") personally appeared (naJne(s) of signer(s)) ❑ personally known to me —OR— proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which person(s) acted, executed the instrument. Witness my hand and official seal. Capacity claimed by signer: ❑ Individual ❑ Corporate Officer(s): ❑ Partner(s): ❑ General ❑ ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator o Other: Limited (Signature of Notary) Signer is representing: name o persons or enary Jes (/his section is OP77ONAL.) Attention Notary: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above J. M. 19 PUBt.:16002-21941 B2338.22 ATTACHMENT NO. 15 DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) La Quinta Redevelopment Agency ) 78-495 Calle Tampico ) La Quinta, California 92253 ) Attention: Executive Director 1 (Space above for Recorder's use.) This document exempt from a recording fee pursuant to Government Code Section 6103. THIS DECLARATION OF CONDITIONS, COVENANTS, AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between (the "Buyer" or "Covenantor") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" or "Covenantee") as of the _ day of 1994. RECITALS A. The Buyer is fee owner of record or has entered into an agreement for the purchase of that certain real property (the "Property") located in the City of La Quinta, County or Riverside, State of California legally described in the attached Exhibit "A". The Property was the subject, in part, of an Disposition and Development Agreement (the "Agreement") entered into by and between the Agency and E. G. Williams Development Corporation ("Developer"), dated as of 1994, a copy of which is on file with the Agency as a public record. Pursuant to the Agreement, the Buyer has executed an Agreement entitled "Resale Restriction Agreement and Option to Purchase" (the "Affordability Restriction") which has been or shall be recorded among the official land records of the County of Riverside. The Affordability Restriction requires that the Buyer, as of the purchaser of the Property, have an income not in excess of _% of areawide median income. [Insert approximate percentage, 50%, 80% or 120%, based upon the distribution among income levels required pursuant to Section 404 of the Agreement.] B. The Property is within the La Quinta Project Area (the "Project") in the City of La Quinta and is subject to the provisions of the "Redevelopment Plan" for the Project. ATTACHMENT NO. 15 PUBL:16002-21941 B2338.22 Page 1 of 9 C. The Agreement provides for the execution and recordation of this document. Except as otherwise expressly provided in this Declaration, all terms shall have the same meanings as set forth in the Agreement. References to "Attachments" shall refer to attachments to the Agreement. D. The Community Redevelopment Law (California Health and Safety Code 33000 gl M.) provides that a redevelopment agency shall establish covenants running with the land in furtherance of redevelopment plans. NOW, THEREFORE, THE AGENCY AND THE BUYER AGREE AS FOLLOWS: 1. Affordable Housing. The Property is to be used for housing of a household paying not more than "Affordable Housing Cost" for the Property, and having an income not greater than one hundred twenty percent (120%) of areawide median income. The Property has been made available, in part, with financial assistance provided by the Agency. In consideration of its participation, the Agency requires that the dwelling units on the Property be maintained as an affordable housing resource until June 15, 2029. The terms and conditions relating to such use and occupancy are set forth in the Affordability Restriction and the Agreement. The Affordability Restrictions, the Agreement, and this Declaration shall be construed as consistent and not in conflict to the greatest extent feasible; in the event of conflict involving the Agency and the Buyer, the Affordability Restrictions shall control. 2. Affordability Covenants. Covenantor agrees for itself, and its successors and assigns, and every successor to Covenantor's interest in the Property, or any part thereof that until June 15, 2029 (the "Expiration Date"): (a) The Property shall only be owned and occupied by Covenantors or by households which, as of the time of purchase of the Property, have an income which does not exceed one hundred twenty percent (120%) of the Riverside County monthly median income (which households shall, for purposes of this Declaration, constitute "Qualifying Income Households"). (b) The Property may be sold at an Affordable Housing Cost (as defined below) to Qualifying Income Households. Affordable Housing Cost shall mean, as to each Qualifying Income Household, that purchase price which would result in monthly housing payments which do not exceed an amount under any currently prevailing conventional home mortgage lending rates applied by any reputable institutional home mortgage lender, or the lending rates of any government -subsidized or special mortgage program for which such person or family qualifies and has obtained a first trust deed loan, which do not exceed: (i) thirty percent (30%) of fifty percent (50%) of the Riverside County monthly median income (as determined by the United States Department of Housing and Urban Development) (the "Median Income") for a household having an income which does not exceed fifty percent (50%) of the Median Income; with respect to households having an income which does not exceed eighty J, 24,1� ATTACHMENT NO. 15 vueL:16002-21941 BM38.22 Page 2 of 9 percent (80%) of the Median Income, thirty percent (30%) of seventy percent (70%) of the Median Income or with respect to households having an income which does not exceed one hundred twenty percent (120%) of the Median Income, thirty five percent (35%) of one hundred ten percent (110%) of the Median Income, all as more particularly set forth in Section 50052.5 of the California Health and Safety Code. (c) The covenant contained in this Section 1 shall nm with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. (d) This Declaration shall be deemed to be subordinate to the Affordability Restriction; in the event of conflict, the Affordability Restriction shall prevail. The Agency will, upon receipt of written request therefore, prepare additional documentation further evidencing such subordination. Notwithstanding the foregoing, this Declaration shall be subordinate to the lien of a first deed of trust against the Property, and shall not impair the rights of any institution or lender which is the maker of a loan secured by such first deed of trust, or such lender's assignee or successor in interest, to exercise its remedies under the deed of trust in the event of default under the first deed of trust by the Covenantor. Such remedies under the first deed of trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, the affordability covenant and the transfer restrictions set forth in Sections 1, 2, 3, and 7 of this Declaration shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, said Sections 1, 2, 3 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under such first deed of trust, and (ii) the Agency shall not have cured the default under such first deed of trust within the 30 day period provided in such notice sent to the Agency. Notwithstanding any other provision hereof, the non-discrimination covenants and the maintenance requirements set forth in this Declaration shall remain in full force and effect as to the Property and any transferee. 3. Transfer of Pronerty. No transfer of the Property shall occur until the Agency determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser's principal residence, (b) that the proposed purchaser is a Qualifying Income Household, and (c) that the proposed transfer occurs at an "Affordable Housing Cost" as determined pursuant to the Affordability Restriction and the Agreement. The Agency shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the Agency such information and completed such forms as the Agency shall request to certify the proposed purchaser's intent with respect to its residency of the Property and its gross income and the proposed purchaser has submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior to conveyance of the Property, each approved purchaser shall submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an Affordable Housing Cost to a low to moderate income person or family, that the maximum permitted sales price may be less than fair market value and that the units must be owner -occupied at all times and cannot be rented or leased. Covenantor shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting .0 ATTACHMENT NO. 15 PUBL:16W2-21941 B2338.22 Page 3 of 9 proposed purchasers to prepare such forms and to provide any required information to the Agency in connection with the Covenantor's original sale of the Property, provided that the Covenantor shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO LOWER INCOME HOUSEHOLDS AT AN AFFORDABLE HOUSING COST. The covenant contained in this Section 2 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 4. Non -Discrimination Covenants. Covenantor by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. Covenantors and its successors and assigns, shall refrain from restricting the rental or lease (if permitted by Covenantee) or sale of the Property on the basis of race, color, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, Je 24.19% ATTACHMENT NO. 15 PUBL:16002-21941 B2338.22 Page 4 of 9 lessees, subtenants, sublessee or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself 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 or vendees of the premises." Nothing in this Section 4 shall be construed to authorize the rental or lease of the Property if such rental or lease is not otherwise permitted. The covenants in this paragraph 4 shall run with the land in perpetuity. 5. Maintenance of Property. Covenantor shall properly maintain the buildings, landscaping and yard areas on the Property, as follows: (a) No improperly maintained landscaping shall be visible from public rights of way, including: 1. no lawns with grasses in excess of six (6) inches in height; 2. no untrimmed hedges; 3. no trees, shrubbery, lawns, and other plant life dying from lack of water or other necessary maintenance; 4. no trees and shrubbery grown uncontrolled without proper pruning; u ATTACHMENT NO. 15 J.PURL: 16002-21941 B2338.22 Page 5 of 9 5. no vegetation so overgrown as to be likely to harbor rats or vermin; 6. no dead, decayed or diseased trees, weeds and other vegetation. (b) No yard areas shall be left unmaintained, including: 1. no broken or discarded furniture, appliances and other household equipment stored in yard areas for periods exceeding one (1) week; 2. no packing boxes, lumber, trash, dirt and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties; 3. no unscreened trash cans, bins or containers stored for unreasonable periods in areas visible from public property or neighboring properties; and 4. no vehicles parked or stored in other than approved parking areas. (c) No buildings may be left in an unmaintained condition, including: 1. no violations of state law, Uniform Codes, or City ordinances 2. no condition that constitutes an unsightly appearance that detracts from the aesthetics or property value of the subject property or constitutes a private or public nuisance; 3. no broken windows or chipped, cracked or peeling paint; and 4. no conditions constituting hazards and/or inviting trespassers or malicious mischief. If such buildings, landscaping or yard areas are not so maintained, and such condition is not corrected as soon as possible after notice thereof from Covenantee or the City of La Quinta, then either Covenantee or the City may perform the necessary maintenance and Covenantor shall pay such costs as are reasonably incurred for such maintenance. 6. [Intentionally Omitted.] 7. Notification As To Capital Improvements. In the event the Covenantor makes capital improvements to the Property, such capital improvements may affect the amount payable by the Covenantor (or its successors) to the Agency pursuant to the Agreement, as set forth in greater detail in the "Buyer Disclosure", which is Attachment No. 19 to the Agreement. In order for the capital improvements to be � 24.196 ATTACHMENT NO. 15 PUBL:16002-21941 B2338.22 Page 6 of 9 countable for such purposes, the Covenantor shall, prior to undertaking such improvements inform the Agency in writing as to the general character, extent, and estimated costs of the improvements, and shall further provide invoices, paid bills, and other evidence to substantiate to the reasonable satisfaction of the Executive Director of the Agency the costs incurred. Notice shall reference this Section 7, and shall be mailed or delivered to the La Quinta Redevelopment Agency, Attention: Executive Director, as more fully set forth in Section 11 hereof. 8. Covenants Do Not Impair Lien. No violation of breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 9. Conflict with Other Laws: Severability. In the event that any provision of this Declaration is found to be contrary to applicable law or the Affordability Restriction, then the contrary provisions of this Declaration shall be deemed to mean those provisions which are enforceable and consistent with such laws and policies. The remaining portions of this Declaration shall be deemed modified in a manner which is consistent with the goals and intent of this Declaration to provide housing at an affordable housing cost to low -and moderate -income households. Every provision of this Declaration is intended to be severable. In the event any term or provision of this Declaration is declared by a court of competent jurisdiction to be unlawful, invalid or unenforceable for any reason, such determination shall not affect the balance of the terms and provisions of this Declaration, which terms and provisions shall remain binding and enforceable. 10. Covenants For Benefit of City and Agency. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and the City of La Quinta (the "City") and such covenants shall run in favor of the Covenantee and the City for the entire period during which such covenants shall be in force and effect, without regard to whether the Covenantee or the City is or remains an owner of any land or interest therein to which such covenants relate. The Covenantee and the City, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. 11. Notices. Demands and Communications Written notices, demands and communications between the Covenantor and the Covenantee shall be sufficiently given if delivered by hand or dispatched by registered or certified mail, postage prepaid, return receipt requested, as follows: ATTACHMENT NO. 15 1U` u16 Page 7 of 9 PUBL:16002-294 B2338.22 g Covenantor: [insert address of residence] Covenantee: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, California 92253 Such addresses for notice may be changed from time to time upon notice to the other party. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fifth (5th) calendar day from the date it is postmarked if delivered by registered or certified mail. 12. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as of June 16, 2029, except as otherwise provided in this Declaration. hmM,1, ATTACHMENT NO. 15 PUBL96002-2194162338.22 Page 8 of 9 IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date set forth above. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic "COVENANTEE" ATTEST: Agency Secretary By: Its: By: Its: "COVENANTOR" or 'BUYER" ATTACHMENT NO. 15 Page 9 of 9 PUBL: 16002-2194182338.22 g State of California ) County of On , 199_, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE Title or Type of Document ATTACHED TO THE DOCUMENT Number of Pages Date of Document DESCRIBED AT RIGHT: Signer(s) Other than Named Above Optional Section:Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ Individual ❑ Corporate Officer(s): Ttt[e(s) ❑ Partner(s): ❑ Limited ElGeneral ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Nmne(s) of persons) or enary(ies) lme M. 1994 euBL:16002-21941 B2338.22 State of California ) County of ) On , 199, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above Optional Section: Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. Individual Corporate Officer(s): Title(s) Partner(s): 0 Limited O General Attorney -in -fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Nam(s) of person(s) or mury(ies) 1. N. 19 PUBU:16002-21941 B2338.22 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [To Be Inserted] Jr 24, 1994 PUBL:16002-2194182338.22 EXHIBIT "B" Certification of Income Part I -- General Information 1. Project Location: 2. Property Owner's Name: Part II -- Unit Information 3. Property Address: 4. Number of Bedrooms: 5. Monthly Payment: 6. Number of Occupants: Part III -- Affidavit of Purchaser I/We, , and , as applicants for purchase of a dwelling unit at the above -described location, do hereby represent and warrant as follows: A. (My/Our) total combined gross income (anticipated total annual income) does not exceed fifty percent (50%) of the median income for the Riverside Primary Metropolitan Statistical Area as such income levels are established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937 and published by the State Department of Housing and Community Development in the California Code of Regulations. (I/We) understand that the applicable median income is $ . The following computation includes all income (I/we) anticipate receiving for the 12-month period beginning on the date (I/we) execute a purchase agreement for an Affordable Unit or the date on which (I/we) will initially occupy such unit, whichever is earlier. Purchasers' Initials or , u.1� MBA: 16002-21941 B2338.22 Exhibit "B" - Page 1 of 4 B. (My/Our) total combined gross income (anticipated total annual income) does not exceed eighty percent (80%) of the median income for the Riverside Primary Metropolitan Statistical Area as such income levels are established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937 and published by the State Department of Housing and Community Development in the California Code of Regulations. (I/We) understand that the applicable median income is $ . The following computation includes all income (I/we) anticipate receiving for the 12-month period beginning on the date (I/we) execute a purchase agreement for an Affordable Unit or the date on which (I/we) will initially occupy such unit, whichever is earlier. Purchasers' Initials C. (My/Our) total combined gross income (anticipated total annual income) does not exceed one hundred twenty percent (120%) of the median income for the Riverside Primary Metropolitan Statistical Area as such income levels are established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937 and published by the State Department of Housing and Community Development in the California Code of Regulations. (I/We) understand that the applicable median income is $ . The following computation includes all income (I/we) anticipate receiving for the 12-month period beginning on the date (I/we) execute a purchase agreement for an Affordable Unit or the date on which (I/we) will initially occupy such unit, whichever is earlier. Purchasers' Initials or D. (My/Our) total combined gross income (anticipated total annual income) does exceed one hundred twenty percent (120%) of the median income for the Riverside Primary Metropolitan Statistical Area as such income levels are established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937 and published by the State Department of Housing and Community Development in the California Code of Regulations. (I/We) understand that the applicable median income is $ Purchasers' Initials 4. Purchasers qualifying under A, B and C above, must complete the following. For the Purchasers and all family members include: n. m, few PUBL:16=-21941 B2338.22 Exhibit "B" - Page 2 of 4 (a) amount of wages, salaries, overtime pay, commissions, fees, tips and bonuses, and payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay (before payroll deductions) (b) net income from business or profession or rental of property (without deduction for repayment of debts or expansion of business) (c) interest and dividends (d) periodic receipts such as social security, annuities, pensions, retirement funds, insurance policies, disability or death benefits, alimony, child support, regular contributions or gifts from persons not occupying the unit (e) public assistance allowance or grant plus excess of maximum allowable for shelter or utilities over the actual allowance for such purposes (f) regular and special pay and allowances of a member of armed services (whether or not living in the dwelling) who is head of the family or spouse Subtotal (a) - (0 Less: portion of above items which is income of a family member who is less than 18 years old or a full-time student ( ) Total Eligible Income Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payment such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution-, government benefits to a veteran for education; special pay to a serviceman head of family away from home and under hostile fire; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible J. 24, 19 PUBL:16002-21941 B2338.22 Exhibit "B" - Page 3 of 4 household; relocation payments under Title II of Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. 5. This affidavit is made with the knowledge that it will be relied upon by the Property Owner to determine maximum income for eligibility and (I/we) warrant that all information set forth in this document is true, correct and complete and based upon information (I/we) deem reliable and that the estimate contained in paragraph 1 of this Part III is reasonable and based upon such investigation as the undersigned deemed necessary. 6. (I/We) will assist the Property Owner in obtaining any information or documents required to verify the statements made in this Part III and have attached hereto the following: (a) True copy of federal income tax returns, including W-2's, for the past two years (b) Copy of last 2 pay stubs for each employed member of the household (c) Completed Employer Income Verification Certification in the form attached 7. (I/We) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) agreement with the Property Owner to purchase the unit and will additionally enable the Property Owner and/or La Quinta Redevelopment Agency to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct. Date Date Signature of Purchaser Signature of Purchaser )u 24. 19% PUE1.:16002-21941 B2338.22 Exhibit "B" - Page 4 of 4 1 2. ATTACHMENT NO. 16 INCOME VERIFICATION LA QUINTA REDEVELOPMENT AGENCY RENTER OCCUPIED UNIT Property Owner: Address: Street City Zip Telephone Tenant Information: Property Address: Head of Household Name: Age: _ Estimated Annual Gross Income: Employer: Address: Annual Gross Income for Prior Year (199_): How many other individuals reside in your home? Please identify each individual (including children) Name: Age: Estimated Annual Gross Income: Name of Employer: Address: Name: Name Name: Name Name: Name ATTACHMENT NO. 16 PUBLA6002-2I 941 B2338.22 Page 1 of 3 The following items as listed as items A or B below should be attached to this application: A. Proof that the Household holds a Section 8 Certificate which was first made available after January 1, 1985; or B. (1) A true copy of the most recent federal income tax return, including W-2's (2) Copy of last 2 pay stubs for each employed member of the household (3) Completed employer income verification certification (I/We) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) agreement with the Property Owner to rent the unit and will additionally enable the Property Owner and/or La Quinta Redevelopment Agency to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (I/We) do hereby swear under penalty of perjury that the information provided above is to (my/our) best knowledge truthful and accurate. This application shall be sent to the following address, or to such other address as may from time to time be designated for the La Quinta Redevelopment Agency for this purpose: Date Rosenow Spevacek Group Attention: Nancy Madrid 540 North Golden Circle, Suite 305 Santa Ana, California 92705-3914 Signature Date Signature J. U, Im ATTACHMENT NO. 16 Pu9U 16002-2194182338.22 Page 2 of 3 INCOME VERIFICATION (for employed persons) The undersigned employee has applied for rental of a dwelling unit located in a redevelopment project area in the City of La Quinta. Every income statement of a prospective renter must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis. Annual wages: Overtime: Bonuses: Commissions: Total current income: I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title I hereby grant permission to disclose my income to the La Quinta Redevelopment Agency and the project operator (Property Owner), in connection with my proposed rental of a dwelling unit located in their project. Signature Date Please send to the following address, or to such other address as may from time to time be designated by the La Quinta Redevelopment Agency: Rosenow Spevacek Group Attention: Nancy Madrid 540 North Golden Circle, Suite 305 Santa Ana, California 92705-3914 ATTACHMENT NO. 16 PUBL:16002-2194IB2338.22 Page 3 of 3 ATTACHMENT NO. 17 CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE The undersigned, being duly authorized to execute this certificate on behalf of E. G. Williams Development Corporation, a California Corporation, hereby represents and warrants that: 1. He/she has read and is thoroughly familiar with the provisions of the Disposition and Development Agreement ("Agreement") by and between the La Quinta Redevelopment Agency (the "Agency") and E. G. Williams Development Corporation, a California Corporation, ("Developer") of which this certification is an attachment. 2. As of the date of this certificate, the following number of residential units on the Rental Properties (i) are currently occupied by tenants qualifying as a Very Low Income Household at Affordable Rents (as such terms are defined in the Agreement) (ii) are currently occupied by tenants qualifying as Low Income Household at Affordable Rents (as such terms are defined in the Agreement); (iii) are currently occupied by other tenants having incomes of not greater than 120% of areawide median income; or (iv) are currently vacant and being held available for occupancy by Qualifying Renters and have been so held continuously since the date Qualifying Renters vacated such unit, as indicated: 3. The unit size, the rental amount charged and collected by Developer, the number of occupants and the income of the occupants for each unit on the Rental Properties is set forth below. All units on the Rental Properties are rented at Affordable Rent: Dated: 199 1� u, 1w 7ve1a16002-2194192338.22 E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation By: ATTACHMENT NO. 17 Page 1 of 1 State of California ) County of ) On , 199_, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above Optional Section: Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ Individual ❑ Corporate Officer(s): Titles) Partner(s): ❑ Limited ❑ General Attorney -in -fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Nwne(s) of person(s) or entiry(ies) i.W1i PUBL:16002-21941 B2338.22 ATTACHMENT NO. 18 ASSIGNMENT AND CONSENT AGREEMENT THIS ASSIGNMENT AND CONSENT AGREEMENT ("Assignment Agreement") is entered into as of the day of , 199_, by and among the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), E.G. Williams Development Corporation, a California Corporation ("EGW"), LINC Housing, a Non -Profit Affordable Housing Development Corporation ("LINC") and as its sole general partners]. [insert name of limited partnership which includes EGW and LINC RECITALS A. The Agency and EGW entered into a certain Disposition and Development Agreement dated as of 1994, (the "DDA"), which is incorporated herein by this reference, which provided for the disposition of certain real property defined therein as the "Site" and for the development of such real property for particular uses as provided pursuant to the DDA. B. Pursuant to the DDA, EGW was required to develop and cause to be operated on certain property described thereon as the "Rental Property" (which Rental Property is depicted on Exhibit "A" hereto) "Rental Units" to be available to and occupied by senior citizens at "Affordable Rents," all as more fully provided pursuant to the DDA. C. EGW has determined that certain financial resources, such as tax credits, may be available to implement the development and operation of the Rental Units in strict conformity with the DDA if ownership of the Rental Units is held by a partnership in which the sole general partners are EGW and LINC or a subsidiary, non-profit corporation with respect to which LINC exercises complete managerial and operational control ("LINC Subsidiary"). EGW and LINC contemplate that they will upon making appropriate application and subject to obtaining approval by the relevant governmental agencies which administer tax credits, market and sell limited partnership interests to tax credit investors. D. The Agency is agreeable to the assignment of the interest of EGW with respect to the Rental Property and Rental Units pursuant to the DDA to a limited partnership in which EGW and LINC (or a LINC Subsidiary) are the sole general partners subject to the terms and conditions set forth in this Assignment Agreement. Jm 24.19 ATTACHMENT NO. 18 PUBL:16002-21941B2338.22 Page I of 5 NOW, THEREFORE, the parties to this assignment agreement agree as follows: EGW represents and warrants to the Agency as follows: (a) EGW (which is also referred to as the "Developer" in the DDA) is not in default pursuant to the DDA, and no condition exists which with the passage of time will constitute a default; (b) To the best of the knowledge of EGW and its principals, LINC is experienced in the development or operation of affordable rental units; 2. Each of LINC and represents and warrants to the Agency as follows: [insert name of partnership] (a) Each of LINC and is either a corporation or a partnership authorized to do business in 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 LINC or in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. This Agreement is enforceable against the each of LINC and (b) Each of LINC and does not have any contingent obligations or contractual agreements which could adversely affect the ability of the LINC or to carry out its obligations hereunder. (c) There are no pending or, so far as is known to the LINC or threatened, legal proceedings to which the LINC or 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 could adversely affect the ability of LINC or to carry out its obligations hereunder. (d) There is no action or proceeding pending or, to LINC or 's best knowledge, threatened, looking toward the dissolution or liquidation of LINC or and there is no action or proceeding pending or, to the LINC or 's best knowledge, threatened by or against the LINC or which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of the LINC or to carry out its obligations hereunder. (e) Each of LINC and 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. (f) The principals of LINC are experienced in the development or operation of affordable rental units; (g) Each of LINC and [insert name of partnership] has reviewed the DDA, including without limitation the Attachments thereto; u ATTACHMENT NO. 18 PUBL:16002-2 1 941 B2338.22 Page 2 of 5 (h) Each of LINC and [insert name of partnership] has duly authorized this Assignment Agreement, and no other approvals or consents are needed to give effect to this Assignment Agreement other than the approval of the Agency; Each of the foregoing items (a) through (h), inclusive, shall be deemed to be an ongoing representation and warranty. LINC and shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items (a) to (h) inclusive. 3. EGW assigns its position as Developer with regard to the Rental Units and the Rental Property only, pursuant to the DDA (and not in connection with any other rights under the DDA) to [partnership]. [partnership] agrees to be bound by all provisions of the DDA pertaining to the Rental Units and the Rental Property, (collectively, the "Rental Provisions") including without limitation Sections 326, 329, 400 to 415 (excepting only such provisions as they pertain to property and uses other than the Rental Units and the Rental Property), 600 to 613 as well as Attachments No. 1, 2, 6, 7, 11, 12, 13, 14, 16, 17 and 20 of the DDA. This Assignment Agreement does not affect any rights or obligations of the parties to the DDA with regard to subject matter other that the Rental Property and the Rental Units, and is entered into solely for the purpose of encouraging and facilitating the development and operation of the Rental Units at the rent levels and for the duration prescribed by the DDA. Except as expressly modified by the terms of this Assignment Agreement, all provisions of the DDA (including without limitation the Attachments thereto) shall remain in full force and effect. 4. Notices, demands and communications among the parties shall be made as set forth in Sections 501, 104, and 105 of the DDA, with a copy of any such notice, demand or communication to be sent to [partnership] at [address]. Notwithstanding the foregoing, notice to the [partnership] shall be deemed to constitute notice to each of EGW, LINC and [partnership]. 5. Notwithstanding any provision or obligation to the contrary contained in this Assignment Agreement, (a) the liability of LINC under this Agreement is limited to LINC's interest in the Rental Property and the improvements thereon, and the Agency shall look exclusively thereto; and (b) from and after the date of this Assignment Agreement, no deficiency or other personal judgment, nor any order or decree of specific performance, shall be rendered against LINC, the assets of LINC (other than LINC's interest in the Rental Property and the improvements thereon), any agreement pertaining to the Rental Property and the improvements thereon or any other agreement securing LINC's obligations under this Assignment Agreement, its officers, directors, employees or members or their heirs, personal representatives, successors, transferees or assigns, as the case may be (collectively, "LINC Affiliates"), in any action or proceeding arising out of this Assignment Agreement or any agreement securing the obligations or LINC under this Assignment Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding. The foregoing shall not limit recourse against EGW or any entity other than LINC or LINC Affiliates. 1. M. 19% ATTACHMENT NO. 18 PUBL: 16002-21941 B2338.22 Page 3 of 5 The provisions of this paragraph 5 shall be inserted into the Rental Conveyance Area Promissory Note and the Rental Conveyance Area Deed of Trust, Attachments No. 11 and 12, respectively to the DDA, at such time as LINC or any LINC Affiliate, or any partnership in which LINC or a LINC Affiliate is a general partner, obtains title to the Rental Property, assumes teh terms of the Rental Conveyance Area Promissory Note, or otherwise becomes obligated under the terms of the Rental Conveyance Area Promissory Note. The Agency agrees to consider modifications to the Rental Conveyance Area Promissory Note if required to qualify for Tax Credits, as such term is defined in the DDA. 6. Upon execution of this Assignment Agreement [partnership] shall be liable for performance hereunder with respect to the development and operation of the Rental Units pursuant to the DDA; such liability shall be in addition to and shall not modify or remove the obligation of EGW to perform pursuant to the DDA, such obligation remaining in full force and effect. Notwithstanding the foregoing, the Agency will not unreasonably withhold its approval that EGW shall not remain obligated to operate or maintain Rental Units pursuant to be DDA provided that all of the following are satisfied: (i) the Developer shall not be in default of the DDA, including without limitation all Attachments thereto; (ii) Tax Credits shall have been obtained and a Tax Credit Regulatory Agreement shall have been recorded and remain in effect as to the Rental Units; (iii) LINC shall remain obligated to operate and maintain the Rental Units pursuant to the DDA; (iv) initial rent -up of not less than ninety percent (90%) shall have been accomplished with occupants and rents conforming in all respects to the DDA; and (v) a Certificate of Completion shall have been issued by the Agency for all improvements required by the DDA to have been constructed in connection with the conveyance of the Rental Conveyance Area, as defined in the DDA. 7. It is agreed and acknowledged by the Agency that EGW or [partnership] may retain the services of Insignia Management Corporation, a corporation licensed to do business in California ("Insignia") to manage the Rental Units upon completion of construction. The parties agree that the property manager shall be subject to removal, upon notice having been given describing the basis for such removal; provided that: (i) no such removal shall be effective unless and until sixty (60) days have elapsed from the mailing of such notice without completion of curative measures to the reasonable satisfaction of the party giving such notice; and (ii) problems relating to such removal shall be subject and subordinate to the requirements and limitations imposed in connection with the consummation of the sale of tax credits to implement the development of the Rental Units and their operation as affordable housing pursuant to the DDA. 8. Except as expressly defined herein, all terms shall have the same meaning as provided pursuant to the DDA. 9. Upon approval by the Agency, [partnership] shall be deemed to be the "Developer" pursuant to the Rental Provisions of the DDA. ATTACHMENT NO. 18 J. X 199` eu81.:16002-2I941 B2338.22 Page e 4 of 5 10. This Assignment Agreement shall be interpreted according to the law of the State of California. Dated: , 199 Dated: , 199 Dated: , 199 J. u. 1"4 PUBL:16002-2�941 B2338.22 LA QUINTA REDEVELOPMENT AGENCY a Its: LINC HOUSING En Its: [Partnership] 0 Its: ATTACHMENT NO. 18 Page 5 of 5 ATTACHMENT NO. 19 BUYER DISCLOSURE Creditor: LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, California 92253 Borrower: Itemization of Amount Financed: You have the right to receive at this time an itemization of the Amount Financed. [ ] I want an itemization. [ ] I do not want an itemization. Your Payment Schedule Will Be: Number of Amount of Payments Payments When Payments Are Due [Note: Include one of the following, whichever is appropriate] One (1) $ Forty (40) years from the date the loan is made, unless the loan is accelerated pursuant to Section 6 of the Property Covenants, a copy of which is attached hereto, in which case payment will be due at the time of acceleration. Four Hundred $ Equal monthly installments payable on the 1st day of September, Eighty (480) 1994, and of each succeeding month until paid in full, unless the unless earlier loan is accelerated upon a sale or transfer pursuant to the terms of accelerated the Buyer/Agency Note in which case principal, accrued simple interest and contingent interest will be due at the time of acceleration. Property: You must obtain property insurance in an amount equal to the full replacement value of the structures on the Property and name the La Quinta Redevelopment Agency as a loss payee. Security: Filing Fees: $_ 1.X 1w PURL:16002-21941 B2338.22 You are giving a security interest in the home you are purchasing which is located at , La Quinta, California Non -Filing Insurance: $ ATTACHMENT NO. 19 Page 1 of 5 Late Charge: If a payment is late, you will be charged payment. Prepayment: If you pay off early, you M may [ ] may not [ ] may M may not % of the have to pay principal, accrued simple interest and contingent deferred interest. have to pay a penalty. Interest Rate: The Agency Loan has a base interest rate that is [X] fixed at the lower of 10% per year or the interest rate for the purchase money loan secured by first deed of trust [ ] variable. Disclosures about the variable -rate feature have been provided to you earlier. Equity Share: In addition to the base interest rate, if the Agency Loan is accelerated prior to maturity or is paid at maturity, the La Quinta Redevelopment Agency is entitled to a percentage of the appreciation ("contingent deferred interest") of the secured real property as defined pursuant to Section of the Resale Restriction Agreement and Option to Purchase. The complete terms of the Agency Loan are fully set forth in the "INFORMATION ABOUT THE AGENCY LOAN," the Loan Agreement, Promissory Note, Declaration of CC&Rs, Disclosure Statement and other loan documents. READ ALL OF THESE DOCUMENTS CAREFULLY. ALL OF THESE DOCUMENTS AFFECT YOUR LEGAL RIGHTS. Assumption: Someone buying your house [ ] may, subject to conditions, be allowed to assume the remainder of the mortgage on the original terms. M cannot assume the remainder of the mortgage on the original terms. Demand Feature: This obligation [ ] [is payable on demand] or [has a demand feature] [X] [is not payable on demand but does contain an acceleration clause] or [has no demand feature] Jm 24, 19% PUBL:16002-21941 B2338.22 ATTACHMENT NO. 19 Page 2 of 5 J 1 Examples: Example No. 1 shows what your payment would be if you borrowed $7,000 from the Agency, bought a house for $100,000, and sold this house one year later for $110,000 without making any Qualified Capital Improvements to the Property. This does not necessarily indicate how your house will appreciate in the future. Example No. I is based on the following assumptions: Amount of Agency Loan ....... $ 7,000 Purchase Price of house........ $ 100,000 Sales Price of house one year later $ 110,000 Under the above assumptions, you would owe the following amounts to the Agency: Simple interest at 10% per annum . $ 700 Contingent deferred interest ..... $ 700 Principal ................. $ 7,000 Total amount owed by you ...... $ 8,400 * Contingent deferred interest = AeencyL.oan Purchase Price x (Sales Price - Purchase Price) _ S 7,000 $100,000 x ($110,000 - $100,000) _ 7% x $10,000 = $700 Example No. 2 shows what your payment would be if you borrowed the same $7,000 from the Agency as in Example No. I and purchased the same house for $100,000 and sold that house five years later for $I10,000. You added a patio and patio cover which increased the appraised fair market value of the Property $2,000 (from $108,000 to $110,000) and you followed the notification requirements of Section 6 of the Property Covenants (Attachment No. 9). This does not necessarily indicate how your house will appreciate in the future. Example No. 2 is based on the following assumptions: Amount of Agency Loan ....... $ 7,000 Purchase Price of house ....... $ 100,000 Value of Qualified Capital Improvements . $ 2,000 Sales Price of house .......... $ 110,000 ATTACHMENT NO. 19 J. u.1 ` Page 3 of 5 PURL:16002-21941 B2338.22 % Under the above assumptions you would owe the following amounts to the Agency: Simple interest at 10% per annum . Contingent Deferred Interest .... Principal ................ Total Amount Owed By You .... * Contingent Deferred Interest = —Agency Loan Purchase Price x Sales Price - $ 700.00 $ 560.00 $ 7-000 00 $ 8,260.00 (Purchase Price + Qualified Capital Improvements) S 7.000 x $110,000-($100,000 + 2,000) $100,000 7% x $8,000 = 5560.00 See your loan documents for any additional information about the terms for the provision of the Applicable Ownership Assistance by the Agency, nonpayment, default and penalties and any required repayment in full before the scheduled date. ITEMIZATION OF THE AMOUNT FINANCED OF $ $ Amount given to you directly $ Amount paid on your account Amount paid to others on your behalf: $ to [credit bureau] [appraiser] [title insurance company] [escrow] $ to (name of another creditor) $ to (other) $ prepaid finance charge I have carefully reviewed the Buyer Disclosure, consisting of five pages, plus a copy of the Property Covenants. Dated: J m u. Ins ►ueL:16002-21941B2338.22 ATTACHMENT NO. 19 Page 4 of 5 Buyer Initials DECLARATION OF CONDITIONS COVENANTS AND RESTRICTIONS [Attach copy of Declarations of Conditions, Covenants and have them initialled by Buyer at time Buyer Disclosure is reviewed and initialled by Buyer] ATTACHMENT NO. 19 PURL: 16002-21901B2338.22 Page 5 of 5 ATTACHMENT NO. 20 MEMORANDUM OF AGREEMENT Recording Requested By and ) When Recorded Return To: ) LA QUINTA REDEVELOPMENT AGENCY ) 78-495 Calle Tampico ) P.O. Box 1504 ) La Ouinta. California 92253 MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT THIS MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT ("Memorandum") dated for identification purposes as of , 1994, is entered into by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation ("Developer"). 1. Agency and Developer have executed an Disposition and Development Agreement dated for identification purposes as of 1994, covering, among other property, that certain real property located in the City of La Quinta, County of Riverside, State of California, more fully described in Exhibit "A" attached hereto and incorporated herein by this reference. All of the terms, conditions, provisions and covenants of the Disposition and Development Agreement are incorporated in this Memorandum by reference as though written out at length herein, and the Disposition and Development Agreement and this Memorandum shall be deemed to constitute a single instrument or document. Pursuant to the Disposition and Development Agreement, the dwelling units on the real property described in Exhibit "A" are to be available at Applicable Rent to Qualifying Renters, all as defined pursuant to the Disposition and Development Agreement. 2. This Memorandum is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the Disposition and Development Agreement. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the Disposition and Development Agreement, the terms, conditions, provisions and covenants of the Disposition and Development Agreement shall prevail. J, u,,,,, ATTACHMENT NO. 20 PuaLa6002-2�941 B2338.22 Page 1 of 3 The parties have executed this Memorandum on the dates specified immediately adjacent to their respective signatures. Dated: 1994. Dated: 1994. E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation M La "DEVELOPER" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Chairman "AGENCY" ATTEST: Agency Secretary ATTACHMENT NO. 20 Pu :1 00 Page 2 of 3 Pua�:16002-29482338.22 g E=BIT "A" LEGAL DESCRIPTION [To Be Inserted; insert description of the Rental Properties] ,.24.1� ATTACHMENT NO. 20 PUBL:I6002-2 1 94 1 B2338.22 Page 3 of 3 ATTACHMENT NO. 21 Ownership Conveyance Area Promissory Note $3,865,931 La Quinta, California FOR VALUE RECEIVED, E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation ("Maker"), promises to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Holder") at 78-495 Calle Tampico, P.O. Box 1504, La Quinta, California 92253, or at such other address as Holder may direct from time to time in writing, the sum of Three Million Eight Hundred Sixty -Five Thousand Nine Hundred Thirty -One Dollars ($3,865,931) (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Promissory Note ("Note") is made in connection with the provision by the Holder of funds equal to the Note pursuant to that certain Disposition and Development Agreement by and among Makers and the Holder, dated as of , 1994 (the "Agreement"). 1. Interest Rate. Simple interest shall accrue on the Note Amount from the date of disbursement at the rate of six percent (6%) per annum, but in no event greater than the maximum interest rate permitted by law. 2. Due Date. The principal amount of the Note Amount, plus all interest then accrued upon the Note Amount, shall be immediately due and payable upon (i) any default of the Agreement (including, without limitation, the conveyance of property not permitted by the Agreement) which is not cured within the time set forth in Section 601 of the Agreement and, if not sooner paid in full, (ii) on the fifth (5th) anniversary of the date first above written. 3. Prepayment of Note Amount. Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at the rate set forth in section 1 hereof, at any time prior to the due date of the Note Amount without penalty. 4. Application of Payments. Each payment hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. ATTACHMENT NO. 21 PUBL:16002-2194I B2338.22 Page I of 4 5. Security. This Note is secured by a Deed of Trust by and between Makers, as trustor, and Holder, as beneficiary (the "Ownership Conveyance Area Deed of Trust", Attachment No. 22 to the Agreement). 6. Credits. The Holder shall reduce the Note Amount by applying those credits as may become applicable as follows: (i) Upon completion [as determined by the City Engineer] of the Off -Site Improvements, including the Detention Basin Improvements, a credit of Two Million Five Hundred Fifty -One Thousand Four Hundred Eight -One Dollars ($2,551,481) shall be applied; and (ii) Upon close of escrow for the conveyance of each Ownership Unit to a Qualifying Buyer, in conformity with the Agreement, a credit of Six Thousand Three Hundred Dollars ($6,300) shall be applied; provided that in no event shall credits pursuant to this subsection (ii) exceed in the aggregate the Aggregate Ownership Assistance Credit Amount. Credits shall reduce the Note Amount ab initio. In the event the Maker completes the development and sale of sixty-two (62) Ownership Units, and effects the sale of all sixth -two (62) units to Qualifying Buyers, not less than ten (10) of whom are Very Low Income Buyers and not less than ten (10) of whom are Low Income Buyers, all as accomplished in conformity with the Agreement, then, notwithstanding any provision of this Note to contrary effect, the Holder shall cancel and deliver this Note to the Maker, and the Maker shall additionally execute and deliver to the Maker for redemption a full release and reconveyance of the Ownership Conveyance Deed of Trust. 7. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 8. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. 9. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel, J. u, 1w ATTACHMENT NO. 21 PUBL:16W2-21941 B2338.22 Page 2 of 4 _ar and such representation shall be valued at customary and reasonable rates for private sector legal services. 10. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 11. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 12. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 13. No provision of this Note or any instrument securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, in neither Maker or any endorsers of this Note, nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. Dated: , 1994 Dated: , 1994 E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation In LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic M ATTACHMENT NO. 21 J. X 190 Page 3 of 4 PUBL:16002-21941B2338.22 g Executive Director "HOLDER" ATTEST: Agency Secretary ,.24.1� ATTACHMENT NO. 21 PUBL:16002-21941 B2338.22 Page 4 of 4 ATTACHMENT NO. 22 Ownership Conveyance Area Deed of Trust RECORDING REQUESTED BY AND ) When Recorded Mail To: ) Stradling, Yocca, Carlson & Rauth ) 660 Newport Center Drive ) Suite 1600 ) Newport Beach, CA 92660-6441 ) Arm- Mark J. Huebsch Eso 1 (Space Above Provided For Recorder) DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made , between E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation herein called TRUSTOR, whose addrecc is herein called TRUSTEE, and LA QUINTA REDEVELOPMENT AGENCY, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the City of La Quinta, County of Riverside, State of California, described as: See attached Exhibit A, incorporated herein Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the purpose of securing (1) payment of the sum of $3,865,931 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, in all other counties ATTACHMENT NO. 22 J. u.1s PUBL:16002-21941 B233E.22 Page 1 of 4 August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Placer 1028 379 Alpine 3 130-31 Plumas 166 1307 Amador 133 438 Riverside 3778 347 Butte 1330 513 Sacramento 5039 124 Calaveras 185 338 San Benito 300 405 Colusa 323 391 San Bernardino 6213 768 Contra Costa 4684 1 San Francisco A-804 596 Del Norte 101 549 San Joaquin 2855 283 El Dorado 704 635 San Louis Obispo 1311 137 Fresno 5052 623 San Mateo 4778 175 Glenn 469 76 Santa Barbara 2065 881 Humboldt 801 83 Santa Clara 6626 664 Imperial 1189 701 Santa Cruz 1638 607 Inyo 165 672 Shasta 800 633 Kern 3756 690 San Diego SERIES 5 Book 1964, Page 149774 Kings 858 713 Sierra 38 187 Lake 437 110 Siskiyou 506 762 Lassen 192 367 Solano 1287 621 Los Angeles T-3878 874 Sonoma 2067 427 Madera 911 136 Stanislaus 1970 56 Marin 1849 122 Sutter 655 585 Mariposa 90 453 Tehama 457 183 Mendocino 667 99 Trinity 108 595 Merced 1660 753 Tulare 2530 108 Modoc 191 93 Tuolumne 177 160 Mono 69 302 Ventura 2607 237 Monterey 357 239 Yolo 769 16 Napa 704 742 Yuba 398 693 Nevada 363 94 Orange 7182 18 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. J. u. lase ATTACHMENT NO. 22 vueu16002-21941 B2338.22 Page 2 of 4 The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. The Deed of Trust Rider executed by Trustor is attached hereto, marked as Exhibit A, and made part of this Deed of Trust. Signature of Trustor(s) E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation go ATTACHMENT NO. 22 J.U'1y Page3 of4 PURL:16002-21941 B2338.22 EXHIBIT "A" TO ATTACHMENT NO. 22 DEED OF TRUST RIDER This Deed of Trust Rider is attached to and made a part of the Deed of Trust with Assignment of Rents dated 199_ ("Deed of Trust") made payable to LA QUINTA REDEVELOPMENT AGENCY, as Beneficiary, and executed by E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation, as Trustor. 1. Deed of Trust. Trustor agrees to the provisions of this Deed of Trust Rider in addition to those of the Deed of Trust. 2. Disposition and Development Agreement. On 1994, Trustor and Beneficiary entered into that certain "Disposition and Development Agreement" ("DDA") by and between Beneficiary and Trustor. In addition to securing the obligation of Trustor to repay the sum(s) set forth in the Deed of Trust, upon the terms and conditions set forth in Section 201 of the DDA, the Deed of Trust shall also secure performance of the entire DDA by Developer as defined in the DDA (the "Promisor"), and upon default by Promisor of any term or provision of the DDA, and failure to cure within the prescribed time period(s) set forth in the DDA, Beneficiary shall have the right to cause Trustee to enforce all of the rights and remedies of Trustee or Beneficiary under the Deed of Trust, including, but not limited to, acceleration of all sum(s) secured by the Deed of Trust, invocation of the power of sale and any other right or remedy of Beneficiary or Trustee set forth in the Deed of Trust. E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation By: Its: 1� 24.199 ATTACHMENT NO. 22 ruBL:16002-21941 MUM Page 4 of 4 State of California ) County of ) On , 199_, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above Optional Section: Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ Individual ❑ Corporate Officer(s): ride(s) Partner(s): ❑ Limited ❑ General Attorney -in -fact Trustee(s) Guard ian/Conservator Other: SIGNER IS REPRESENTING: Nam(s) of persons) or entity(tes) 1. U. 1w PUBL:16002-21941 B2338.22 ATTACHMENT NO. 23 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 for recorder.] This document is exempt from the payment of a recording fee pursuant to Government Code Sectiun 6103. Legal Desertion the City of La Quinta, County of Riverside, State of California as per map recorded in Book _, Page _ of Miscellaneous Records in the Office of the County Recorder of said County. AFFORDABILITY AGREEMENT (AGENCY REGL%ATORY AGREE'1 E PREAMBLE THIS AFFORDABILITY AGREEMENT ('AGREEMENT"') is entcrcd into this _ day of 1994, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency") and E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation (the "Developer"). WHEREAS, Developer has acquired that certain real property located within the City of La Quinta located at and described in the legal description herein above (the "Property"); and n� xs. ww ATTACHMENT NO. 23 vueu 16002-:.; 9o1 B2338.22 Page 1 of 15 WHEREAS, the Developer has agreed to construct sixty-two (62) detached single-family homes, ninety-one (91) rental units designed for occupancy by senior citizens, and streets, gutters, drainage and other off -site facilities; and WHEREAS, a purpose of this Agreement is to ensure that the units developed pursuant to the requirements of the DDA shall be available at an Affordable Housing Cost for Ownership Units and at an Affordable Rent for Rental Units for the period from the issuance of a Certificate of Occupancy for the Affordable Units until June 15, 2029 and that all sales or rentals of the units shall be made only in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: ARTICLE 1 DEFTNITIONS 1.1, "Affordability period" means, as to each Ownership Property sold pursuant to this Agreement, the period commencing with the initial sale of such Ownership Property and ending on June 15, 2029. 1.2. "Affordable Housing Cost" has the meaning as set forth in Section 50052.5(b) of the Health and Safety Code as in effect as of the date of approval of the DDA by the Agency. 13. "Affordable Rent" has the meaning as set forth in Section 50053 of the Health and Safety Code as in effect as of the date of approval of the DDA by the Agency. L4, "Agency" means the La Quinta Redevelopmerr. Agency, a public body, corporate and politic. 1.5. (Intentionally Omitted] 1.6. "Agency Ownership Escrow Documents" means, as to each tale or buyer receiving Ownership Assistance pursuant to this Agreement, all of the following: (i) the Resale Restriction Agreement and Option to Purchase. (ii) the Declaration of Conditions, Covenants and Restrictions (including without limitation the acknowledgment to such Declaration of Conditions, Covenants and Restrictions to be executed by the Buyer), (iii) the BuyeriAgency Note, (iv) the Buyer Disclosure, (v) the Subordination Agreement (if applicable), (v1) the Grant Deed, (vii) the Request for Notice of Delinquency, and (viii) this Affordability Agreement. 1.7. "Agreement" means this Regulatory Agreement. ATTACHMENT NO. 23 $9 i99 Page 2 of 15 rUPu 16002-2', 9a � a2J38.22 g 1.8. "Applicable Median Income" means the median income applicable to Riverside County as published from time to time by the United States Department of Housing and Urban Development. or if such determinations are discontinued, by the Department of Housing and Community Development of the State of California all as more particularly set forth in Section 50093(c) of the Health and Safety Code. 1.9. [Intentionally Omitted] 1.10. "Applicable Required Period" is defused in Section 301 of the DDA. 1.11. "Buyer' means a Qualifying Buyer that purchases an Ownership Property pursuant to the DDA. 1.12. "Buyer/Agency Loan' means a loan from the Agency to a Buyer as evidenced by a Buyer/Agency Note. 1.13. "Buyer/Agency Note" means a Promissory note substantially in the form of Attachment No. 9 to the DDA. 1.14. "Buyer Disclosure" means Attachment No. 19 to the DDA. 1.15. "Certification of Income" means Exhibit B to the Declaration of Conditions, Covenants and Restrictions (Attachment Nn. 15 to the DDA). 1.16, "Certificate of Occupancy" means the certificate of occupancy to be issued by the Building Official of the City upon the final completion of the Uwmership Units and Rental Units on the Property pursuant to the terms of the DDA. 1.17. "City" means the City of La Quinta, California. 1.18. "City Development Approvals" means, collectively, all approvals by the City, including without limitation CUP 94-014, maps, plans, drawings, determinations and requirements pursuant to the California Environmental Quality Act, and includes all conditions of approval required by the City in connection therewith. 1.19. [Intentionally Omitted] 1.20. [Intentionally Omitted] 1.21. "DDA" means the Dispositiun and Development Agreement by and between the Agency and the Developer executed on , 1994. 1.22. 'Declaration of Conditions, Covenants and Restrictions" means Attachment No. 15 to the DDA. ...ls. 1a vusLA600:•21941 W39,2: M1� ATTACHMENT NO. 23 Page 3 of 15 1.23. "Detention Basin Area" means that approximately five (5) acre portion of the La Quinta Redevelopment Project Area designated as the cross -hatched area on the Site Map which is attached to the DDA as Attachment No. 1. 1.24. 'Detention Basin Assistance" means an amount not to exceed Four Hundred Seventy -Three Thousand Dollars ($473,000) to be disbursed by the Agency to the Developer pursuant to Section 330 of the DDA. 1.25. 'Detention Basin improvements" mews all improvements of any kind on or to the Detention Basin Area, including without limitation, buildings, structures, landscap'ng and any other physical improvement of any kind. 1.26, "Developer" means E. G. Williams Development Corporation, a California corporation. 1.27. "Exceptions of Title" means all exceptions, clouds, encumbrances, limitations, liens, deeds of trust, easements, or covenants of record as to the Site or any portion thereof. 1,28. "Fannie Mae" means the Federal National Mortgage Association, a federally chartered corporation. 1.29. "Low Income Buyer" means a Qualifying Buyer having an income not greater than eighty percent (80%) of the areawide median income, as determined by the Agency pursuant to Section SW52.5(b)(2) of the California Health & Safety Code. 1.30, "Low Income Renters" means a household having an income of not greater than eighty percent (90%) of the areawide median income as determined by the Agency pursuant to Section 50053 of the California Health and Safety Code. 1.31. "Maintenance Agreement" means Attachment No. 13 to the DDA. 1.32. 'Maximum Purchase Price" means as to Model 1, One Hundred Six Thousand Nine Hundred Dollars (S106,900), as to Model 2. One Hundred Eleven Thousand Nine Hundred Dollars ($111,900), and as to Model 3, One Hundred Fifteen Thousand Nine Hundred Dollars ($115,900). Each of the foregoing Model 1, Model 2, and Model 3 shall be of a quality and size as specified by the terms of the City Development Approvals. 1.33. "Memorandum of Agreement" means Attachment No. 20 to the DDA which shall be recorded with respect to the Rental Properties. 1.34. "Off -Site Improvements" means those improvements so designated in the Scope of Development, including, without limitation, the Detention Basin Improvements. 1.35. "Ownership Assistance" means an amount equal to the lesser of (i) Sixty -Eight Thousand Nine Hundred Dollars (S68.223) or (ii) fifty-nine percent (59%) of the purchase price of the applicable Ownership Unit including in the purchase price, for purposes of this calculation, closing costs allowable to the Buyer. ATTACHMENT NO, 23 hm,q, 79M Page 4 of 15 PU8L:16002-2194l t�93H.'3 g 1.36. 'Ownership Property" means that portion of the Site on which the Ownership Units shall be located and which is legally described in Attachment No. 2 to the DDA. DDA. 1.37. "Ownership Conveyance Area Deed of Trust' means Attachment No. 21 to the DDA. 1.38. "Ownership Conveyance Area Promissory Note" means Attachment No. 22 to the 1.39. "Ownership Units" means those parcels enumerated in Attachment No. 3 to the DDA as the Ownership Units. 1.40. "Permitted Exceptions" means those certain Exceptions to Title as the Agency Executive Director may hereafter determine, at his sole discretion, to be allowable to remain of record. 1.41. "Qualified Projeet period" means. (i) as to the Rental Property, the Rental Period, and (ii) as to the Ownership Property, the Affordability Period. 1.42. "Qualifying Buyer" means a household having an income of not greater than one hundred twenty percent (120%) of the areawide median income, as determined by the Agency pursuant to Section 50052.5 of the California Health and Safety Code, Qualifying Buyers shall contribute at least three percent (3%) of the purchase price plus applicable closing costs towards the purchase of each applicable Ownership Unit. 1.43. "Qualifying Renter" means a household having an income of not greater than eighty percent (80%) of the areawide median income, as determined by the Agency pursuant to Section 50053 of the California Health and Safety Code. Furthermore, the Developer shall restrict occupancy to Senior Citizens and "Qualified Permanent Residents" (as defined in Section 51.3 of the California Civil Code) in the rental of all Rental Units. Except as otherwise provided herein, at least one person in residence in each dwelling unit must be a Senior Citizen, and other residents in the same dwelling unit who are not Senior Citizens must be Qualified Permanent Residents. Temporary guests of a Senior Citizen or Qualified Permanent Resident shall be allowed for a period of not more than sixty (60) days in any twelve (12) month period. Upon the death, dissolution of marriage, hospitalization or other prolonged absence of the Senior Citizen in a dwelling unit, any Qualified Permanent Resident who has continuously resided in the dwelling unit with such Senior Citizen shall be permitted to continue as a resident of that dwelling unit. "Permitted Health Care Residents" (as that term is defined in California Civil Cade Section 51.3) shall be permitted to occupy any dwelling unit during any period that such person is actually providing live-in, long-term or hospice health care to a Senior Citizen occupant or Qualified Permanent Resident occupant for compensation. 1.44. 'Rental Assistance" means an amount equal to the obligation evidenced by th Rental Conveyance Area promissory Note (Attachment No. I to the DDA). e 1.45, "Rental Improvements" means all improvements required pursuant to this Agreement to be developed on the Rental Property, h—p. iwr ATTACHMENT NO. 23 IV2L:16002.2j94:B2333.2-1 _Page 5 of 15 1.46. 'Rental Period" means the period commencing with the date on which a certification of occupancy is issued for the Rental Units and ending on June 15, 2029. 1.47. "Rental Property" means that portion of the Site on which the Rental Units shall be located and which is described in Attachment No. 2 to the DDA. 1.48. "Rental Units" means those senior rental units (each a "Rental Unit'; in the aggregate also the "Rental Units") constructed on the Rental Property and so designated on Attachment No. 2 to the DDA. 1.49. "Rental Property Loan" means the Agency loan to the Developer as more fully set forth in Section 201 of the DDA and evidenced by the Rental Conveyance Area Prumissory Note (Attachment No. I to the DDA). 1.50. "Rental Conveyance Area Deed of Trust" means Attachment No. 12 to the DDA. 1.51, "Rental Conveyance Area Promissory Note" means Attachment No. 11 to the DDA. 1.52. "Request for Notice of Delinquency" means a request for written notice of delinquencies on any lien which is senior to the Agency deeds of cost pursuant to Section 2924(e) of the California Civil Code, substantially in the form attached to the DDA as Attachment No. 14. 1.53. "Sale Period" means the period commencing upon the execution of the DDA and ending on the third anniversary of such date. 1,54. "Senior Citizen" shall mean persons sixty-two (62) years of age or older, subject to applicable law. 1.55. "Site" means that approximately twenty and twenty-three one -hundredths (20.23) acre portion of the U Quinta Redevelopment Project Area designated on the Site Map and described in tltc Legal Descriptions which is attached to the DDA as Attachment No. 2. The Site shall consist of two areas: the Ownership Property of approximately eleven and twenty- three one -hundredths (11.23) acres on which the Ownership Units will be constructed and the Rental Property of approximately nine (9) acres on which the Rental Units shall be constructed. 1.56. "Site Improvements" means all improvements of any kind on or to the Site, including without limitation, buildings designed for human occupancy, garages, carports, other structures, landscaping, and any other physical improvements of any kind as so designated in the Scope of Development (Attachment No. 7 to the DDA). 1.57. 'Tax Credits" means Low Income Housing Tax Credits which are (i) described pursuant to Section 42 of the Internal Revenue Code and (h) approved for the development of the Rental Units by the California Tax Credit Allocation Committee. ATTACHMENT NO. 23 JW 29,10% Page 6 of 15 puB,16W.-21941 B23Ds 22 1.58. "Tax Credit Program" means the administration by state or federal agencies of Tax Credits, and inchtdes the recordation of a regulatory agreement ("Tax Credit Regulatory Agreement") which concerns operation of housing projects in conformity with applicable laws which govern Tax Credits. 1.59. "Tax Credit Regulatory Agreement" means a regulatory agreement required by applicable state or federal enactments in connection with the use of Tax Credits in connection, with the financing, development or operation of the Rental Units. 1.60. "Very Low Income Renter" means a Qualifying Renter having an income not greater than Fifty percent (50%) of the areawide median income, as determined by the Agency pursuant to Section 50053 of the California Health & Safery Code. ARTICLE 2 LAND USE RESTRICTIONS 2.1. Cotnrnknient of Units for Affordable Housing. The Developer covenants and agrees to make the Ownership Units available for sale to Qualifying Buyers and the Rental Units available for rental to Qualifying Renters. The respective ownership and rental units are to remain affordable for the respective periods of time set forth in Sections 324 and 326 of the DDA. 2.2. Determination of Purchase Price. The Developer shall sell all Ownership Units at an Affurdable Housing Cost to Qualifying Buyers. 2,3. Anoroval of Initial Purchasers. Ten (10) Ownership Units shall be sold to households having incomes not in excess of fifty percent (50%) of the area wide median income, (the 'Lower Income Ownership Units"); ten (10) of the Ownership Units shall be sold to households having incomes not in excess of eighty percent (80%) of the area wide median income, (the "Low Income Ownership Units"); the remaining forty two (42) Ownership Units shall be sold to households having incomes not in excess of one hundred twenty percent (120%) of areawide median income (the "Moderate Income Ownership Units"), all as defined by the Agency pursuant to Section 50052.5 of the California Health and Safety Code. No transfer of an Ownership Unit from the Developer or Owner to a purchaser shall occur until the Agency determines that (a) the proposed purchaser intends to occupy the Ownership Unit as the proposed purchaser's principal residence, (b) the proposed purchaser is a Qualifying Buyer, and (c) the proposed transfer occurs at an Affordable Housing Cost. Prior to the conveyance of each Ownership Unit, the Developer shall obtain and deliver to the Agency from each such proposed purchaser such information and completed forms as the Agency shall request to certify the transfer price, proposed purchaser's intent wid: respect to its residence in the Ownership Unit, and its gross income, and the Owner shall execute and deposit into escrow for delivery to the Agency the Agency Ownership Escrnw Documents, The Developer shall cooperate with the Agency in assisting such purchasers to prepare such forms and provide any required information to the Agency in connection with the Developer's original sale of the J. s,. 1994 ATTACHMENT NO. 23 rueut6W2d!94 I B2338.21 Page 7 of 15 Ownership Unit. The Agency shall approve or disapprove such proposed purchasers within seven (7) days of its receipt of all requested information, forms and disclosure statements from such proposed purchasers. The Agency's approval or disapproval shall be based only on the criteria set forth above in subsections (a), (b) and (c). If the Agency shall fail to approve or disapprove any such proposed purchaser within such seven (7) day period, unless such time has been extended in writing by the Agency, the proposed purchaser shall be deemed disapproved. 2.4. Buyer/Agency Documents. In connection with each conveyance to a Qualifying Buyer, the Oualifying Buyer shall execute the Agency Ownership Escrow Documents. Notwithstanding anything provided herein to the contrary, however, the Agency agrees to forgive interest on each such promissory note and to limit its right to share in the appreciation of each Ownership Unit as may be necessary to avoid situations in which the applicable homebuyer's obligations under the first deed of trust, plus the Buyer/Agency Note, exceed the fair market value of the applicable Ownership property. 2.5. Covenants to Remain Affordable. Prior to the conveyance of any of the Ownership Units to the Qualifying Buyers, the Developer shall execute and record the Declaration of Conditions, Covenants and Restrictions In the Official Records of Riverside County, California, which shall provide all of the following: a. Each Ownership Unit shall be owner -occupied and the owner shall be a Qualifying Buyer and each Ownership Unit shall only be conveyed at an Affordable Housing Cost to a Qualifying Buyer; b. Prior to any transfer of any portion of the Ownership Unit, the Owner shall submit to the Agency (i) a request for approval of the proposed transferee , (ii) the proposed sale price, and (iii) written acknowledgement of the proposed transferee that the Ownership Unit would be transferred to such transferee subject to a Promissory Note payable to the Agency which provides in part for shared appreciation, whereupon the Agency shall determine if the proposed transferee is a Qualifying Buyer, and if such matters conform to this Agreement, the Agency shall approve the proposed transferee; C. There shall be no discrimination against any person on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Ownership Unit; d. The owner(s) of any portion of the Ownership Unit shall properly maintain the buildings, landscaping and yard areas on such portion of the Ownership Unit owned by such owner(s), and if such buildings, landscaping and yard areas are not so maintained, and such condition is not corrected as soon as possible after notice from the Agency or the City, then either the Agency or the City may perform the necessary maintenance and the owner(s) shall pay such costs as are reasonably incurred for such maintenance; e. The Declaration of Conditions, Covenants and Restrictions shall, throughout their term, be binding for the benefit of the Agency and the City without regard to ATTACHMENT NO. 23 ?VOL:16002-2I%1 B233E.22 Page 8 of 15 whether the Agency or the City is an owner of any land to which the Declaration of Conditions, Covenants and Restrictions relate; and f. The Declaration of Conditions. Covenants and Restrictions shall be binding for a period terminating upon the expiration of the Affordability Period. To the extent permissible under applicable law, the Agency shall permit sales of the Ownership Unit prior to the expiration of the term of the Declaration of Conditions, Covenants and Restrictions for a price in excess of an Affordable Housing Cost, provided that the seller of the Ownership Unit pays to the Agency the shared appreciation amount as determined pursuant to the Buyer/Agency Note. In the event that any provision in this Section 2.5 is found to be contrary to applicable law or the Resale Restriction Agreement and Option to Purchase or provisions of the Fannie Mae Community Partnership Program as in effect as of the date of approval of this Agreement by the Agency, this Section 2.5 shall be deemed to mean those provisions which are enforceable under and consistent with such laws and policies. The remaining provisions of this Agreement shall be deemed modified in a manner which is consistent with the goals and intent of this Agreement to provide housing at an Affordable Housing Cost to low -and moderate -income households. Every provision of this Section 2.5 is intended to be severable. In the event any term or provision of this Section 2.5 is declared by a court of competent jurisdiction to be unlawful, invalid or unenforceable for any reason, such determination shall not affect the balance of the terms and provisions of this Section 2.5, which terms and provisions shall remain binding and enforceable. 2.6. in . The Developer shall market the ownership Units to persons who live and work within the City, through communication with employers within the City, to the extent permitted by law. 2.7. Best Efforts to Sell OwnershiR 11nits, The Developer agrees to exercise best efforts consistent with prudent business practices to sell all of the Ownership Units as soon as practical. The Developer agrees that the Ownership Units shall not be leased by the Developer or any parry related to the Developer without the prior written approval of the Agency. 2.8. Rental Units a. Selection of Tenants. The Developer shall, either itself or through its agent, maintain all of the Rental Units and restrict the occupancy of such units to senior citizens. Eighty-two (82) of the Rental Units shall be one bedroom units; the remaining nine (9) Rental Units shall be. two bedroom units. Forty (40) of the one bedroom Rental Units shall be made available for rent to Very Low Income Renters; twenty-six (26) of the one bedroom Rental Units shall be made available to Low Income Renters; the remaining sixteen (16) one bedroom units, one of which shall be made available to the manager of the Rental Units, shall also be maintained as dwelling units occupied throughout the Rental Period by households which are Qualifying Renters except that those households occupying such sixteen (16) units shall have an income of not greater than one hundred twenty percent (120%) of the areawide median income. Five (5) of the two bedroom Rental Units shall be made available to Very Low Income Renters; ,,.,r.I, ATTACHMENT NO. 23 w,al,•I6002-21941e W22 Page 9 of 15 the remaining four (4) two bedroom Rental Units shall be made available to Low Income Renters of Very Luw or Low Income Households. As specified hereinbelow, Developer shall demonstrate to the satisfaction of the Agency that the proposed tenants of the Rental Units are Qualifying Renters. Prior to the rental or lease of Rental Unit to a tenant, the Developer shall require the tenant execute a written lease and complete an Income Verification certifying that the prospective tenant(s) occupying the Rental Unit is/are Qualifying Renters and meet(s) the eligibility requirements established for the Rental Unit. The Developer shall verify the Income Verification of the tenant(s) it,. one or more of the following methods as specifically set forth in the Income Verification. A person or family who at the time of income certification qualified as a Qualifying Renter shall comitrue to be darned so qualified, until such time as the person or family's income is redetermined and the person or family is determined by the Agency to no longer be so qualified; even if such person or family's income has subsequently increased to an amount above the applicable income level. Upon the Agency's determination that the tenant of one of the Rental Units is no longer qualified as a Qualifying Renter the next available unit must be rented to (or held vacant and available for immediate occupancv by) a Qualifying Renter. The Developer shall promptly notify the Executive Director if it has reason to believe that a renter or renters of one or more of its Rental Units do or does not qualify as Qualifying Renters. For purposes of satisfying the requirement that all of the Rental Units be maintained as affordable to Qualifying Renters, a tenant who qualifies as a Qualifying Renter at the time he or she first occupies such a rental unit shall be deemed to continue to be so qualified until demonstrated otherwise by the tenant's annual Income Verification. At such time as the tenant ceases to meet the income qualifications of a Qualifying Renter, the unit occupied by such tenant shall not be countable as an affordable unit for so long as the income qualifications are not met; provided that such circumstance shall not be deemed to constitute a default by the Developer so long as (i) upon becoming vacant, the same unit is rented to a Qualifying Renter and (5) the next available anit is rented to a Qualifying Renter. The Developer shall give notice to the Agency of the vacancy of each and any of the Rental Units. The Agency may, but is in no way obligated to, notify prospective tenants of such vacancy. The Developer steal! not he required to lease such affordable units to a tenant referred by the Agency, but the Developer shall accept or reject any such tenant based solely upon lawful and reasonable evaluation criteria. b. Determination of Affordable Rent for the Rental Units. The Rental Units shall be rented ur leased at a rent not in excess of Affordable Rent to Qualifying Renters. ATTACHMENT NO. 23 ruaL;1 600;1t2d i94 1 R2338 .2 Page 10 of 15 THE DEVELOPER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL FOR THE RENTAL UNITS ESTABLISHED BY THIS AGREEMENT AS AN AFFORDABLE RENT IS NOT NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE RENTAL UNITS, AND MAY BE SUBSTANTIALLY BELOW THE FAIR MARKET RENT. THE DEVELOPER FURTHER UNDERSTANDS AND KNOWINGLY AGREES THAT THE TAX CREDIT PROGRAM MAY IMPOSE ADDITIONAL RESTRICTIONS AND LIMITATIONS UPON THE RENTS W14IC14 MAY BE CHARGED AS TO THE RENTAL UNITS. Developer Initials: _ C. Records and Program Comphance, Developer shall maintain on file the tenant(s) executed Income Verification(s) and all rental records for the Rental Properties. The Developer shall prepare and submit to the Agency nn the first anniversary of the issuance of the approval of the DDA by the Agency and annually thereafter throughout the Qualified Project Period, a Certification of Continuing Program Compliance. Such documentation shall state for each unit the unit size, the rental amount, the number of occupants and the income of the occupants and any other information which may be used to determine compliance with the terms and conditions of this Agreement. Developer shall permit the Agency at any time during normal business hours to inspect Developer's records in connection with the operation of the Rental Properties. The Developer covenants and agrees for its successors, its assigns and every successor in interest to the Site or any part there,)r to use, maintain, and operate the Rental Properties in accordance with this Agreement for the Qualified Project Period. None of the Rental Properties shall at any time be utilized on a transient basis nor shall any of the Rental Properties ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hnspital, nursing home, sanitarium or rest home. Developer shall not convert the Rental Properties to condominium ownership during the Qualified Project Period without the prior written approval of the Agency, which approval the Agency may grant, withhold, conditionally grant, or deny in its sole and absolute discretion. d. Failure to Comply, In the event the Developer maintains less than all of the Rental Properties available at Affordable Rent to Qualifying Renters, the Developer shall be in noncompliance with this Agreement. in the event the Developer remains in noncompliance for more than ninety (90) days following the transmittal of notice, then the Developer shall, without necessity of demand therefor by the Agency, repay the Agency the Additional Rental Assistance; and the Agency shall have additional remedies pursuant to this Agreement, including without limitation the Maintenance Agreement. Anything which pertains to the Rental Units in this Agreement to the contrary notwithstanding, to the extent the Tax Credit Regulatory Agreement is more restrictive in its requirements applicable to tenant selection and on -going tenant eligibility than provided in this Agreement with respect to the Rental Units, such Tax Credit Regulatory Agreement shall contrui and the Developer's compliance therewith shall not be. a default hereunder. tom, a,. 10% ATTACHMENT NO. 23 eus;.:160b2-2194+e2339.22 Page I i of IS I 2,q. Maintenance of the Rental U_n't�t5. lire Developer shall maintain the Rental Units in a neat and clean condition and in accordance with all applicable laws at all times during the Qualified Project Period. In the event the Agency (or its Executive Director) determines at its discretion that the maintenance of one or more of the Rental Units is not satisfactory, it shall notify the Developer in writing generally describing the matters of concern. The Developer shall have a reasonable time, but not to exceed forty-five (45) days from delivery or mailing of notice as set forth in Sections 501 and 105 of the DDA to rernerly wcfi matters of concern. If such matters are not satisfied to the reasonable satisfaction of the Executive Director of the Agency within such time period, the Agency may terminals the Maintenance Agreement, and, at its election, designate a replacement service provider for the provision of such maintenance. 2.10. gS2rr� Rol iremen . Prior to the rental or lca:c of .Sy of the Rental Units to a tenant, and annually thereafter within thirty (30) days of the anniversary date of such tenant's occupancy, the Developer shall submit to the Agency completed income computations and certification form in the form of the Income Verification(s) and the Certification of Continuing Program Compliance in the form of Attachment Nos. 18 and 19 to the DDA. Upon the mutual agreement of the parties, the Certification of Continuing Program Compliance Certificate may be provided during July of each year in respect to the immediately preceding fiscal year ending as of June 30. The Developer shall certify that each tenant leasing or renting any of the Rental Units is a Qualifying Renter. The Developer shall obtain an income certification from the tenant of each such unit and shall certify that, to the best of the Developer's knowledge, a income oiperof the tenant is truthfully set forth in the income certification form. Reporting Y shall conform to Section 33419 of the California Health and Safety Code, and shall further provide information to the Agency with respect to the operation of the Site that will enable the Agency to make appropriate reports pursuant to Section 33090.4 of the California Health and Safety Cudc. The Developer shall verify the income certification of The tenant in one or more of the methods as specifically set forth in the Income Verification. 2.11. I e Tn Accordan with Redevelopmen Plan• *lrndiscrimi ion. 1, The Developer covenants and arguers for itself, 'its that the Deve loper ors, its and such signs, and every successor in interest to the Site or any part successor and assignees, shall devote the Site only to those uses specified or permitted in the Redevelopment Plan 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 mere Shall be n0 discrimination against or segregation of any person or group of persons nn account of race, color, creed, religion, sex, marital status, handicap, 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 through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendecs of the Site. The foregoing covenants shall run with the land. Agency Initials: Developer Initials, ATTACHMEKT NO. 23 ,�p.Page 12 of 15 MJBt:16=-:I941 n2335 2-2 The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall xntain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: 'The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: 'There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased.' (c) In contracts: "There shall be no discrimination against or segregation of. any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or rational 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, suhlessees or vendees of the premises." The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site, together with any property acquired by the Developer pursuant to the DDA, or any part thereof. The covenants against racial discrimination shall remain in effect in perpetuity. 2.12. Effect of Violation of the _Terms and Provisions of this Agreement After Completion of Construcron. 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 henefit this Agreement and the covenants running with the land have J. N, 1944 ATTACHMENT NO. 23 PUBLACO22194JR2338. 2 Page 13 of 15 been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any anions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other'beneficiaries of this Agreement and covenants may be entitled. 2.13. Maintenance LOB Site. The Developer shall maintain the improvements on the Site in conformity with the La Ouinta Municipal Code and shall keep the Site free from any accumulation of debris or waste materials. The Developer shall also maintain the landscaping required to be planted n the Site in a healthy condition. If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency or the City, either the Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. Upon the sale of each Ownership Unit by the Developer to Qualifying Buyers. Developer's obligations to the Agency with respect to such sold ownership Units under this Scction 2.13 shall terminate provided that the Homeowners Association as set forth in the Declaration of Conditions, Covenants and Restrictions is established at the time of such sale. ATTACKMENT NO. 23 JW P, 1904 page 14 of 15 eca,..16W-2 2', 941 EM38 22 IN WITNESS WHEREOF, the panties herein have caused this Agreement to be executed as of the day and year rust above written. ATTEST: Secretary APPROVED AS TO FORM: Stradling, Yncca, Carlson & Rauth, Agency Counsel REDEVELOPMENT AGENCY OF THE CITY OF LA QUINTA By: Chairman "Agency" E. G. 'WILLIAMS DEVELOPMENT CORPORATION, a California corporation By: Its: 'Developer" ATTACHMENT NO. 23 39-1P4` 1600:-2�Page 15 of 15 PU64:9416233i.�1' S STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On , before me, personally appeared and personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. (Signature of Notary) CAPACITY CLAIMED BY SIGNER: _ Individual Corporate Officer(s): Title(s) Partner(s): _ Limited _ General Attorney -in -Fact Trustee(s) Guardian/Conservator X Other: Agency Chairman and Secretary of the La Quinta Redevelopment Agency SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) La Quinta Redevelopment Agency ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: J.X 1s FUBL:16002-21941 B2338.22 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On before me, I personally known to me -- OR -- proved to me on the basis of satisfactory evidence , personally appeared to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): _ Limited Attorney -in -Fact Trustee(s) Guardian/Conservator SIGNER IS REPRESENTING - Name of Person(s) or Entity(ies) Title(s) General (Signature of Notary) a ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: Jm 24. IM PURL:16002-2194182338.22 ATTACHMENT NO. 24 SUBORDINATION AGREEMENT RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) La Quinta Redevelopment Agency ) 78-495 Calle Tampico ) La Quinta, California 92253 ) Attention- Executive Director 1 (Space provided for recorder's office) SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT MAY RESULT IN THE SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF A SECURITY INSTRUMENT. This Subordination Agreement ("Subordination") is made as of 1994 by and among the La Quinta Redevelopment Agency, a public body, corporate and politic (the "Agency"), and ("Developer") and ("Lender"). RECITALS A. Developer and the Agency have entered into a certain Resale Restriction Agreement and Option to Purchase dated , 19_ (the "Agreement") pursuant to which the Developer has agreed to subject certain real property (the "Property"), as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference to said Agreement. B. Lender has agreed to make a loan to the Participant in the amount of $ (the "Loan") on the condition that it shall secure such loan with a deed of trust in a first lien position (the "First Deed of Trust"). C. Lender desires to sell the Loan and First Deed of Trust to an Institutional Lender that will not purchase the Loan and First Deed of Trust unless the Agreement and the effect of that certain Agreement recorded as of (the Affordability Agreement) is subordinated to the First Deed of Trust. ATTACHMENT NO. 24 J.X19° Page1of4 PURL:16002-21941 B2338.22 D. The Agency has found and declared, by Resolution No. dated 1994, that an economically feasible alternative method of financing, refinancing or assisting properties on substantially comparable terms and conditions, but without subordination, is not reasonably available. E. The parties to this Subordination desire by this Subordination to subordinate the provisions of the Agreement to the First Deed of Trust. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby declared, understood and agreed as follows: 1. Subordination. This Agreement shall be subordinate to the First Deed of Trust against the Property, and shall not impair the rights of Lender, or Lender's assignee or successor in interest, to exercise its remedies under the First Deed of Trust in the event of default by the Developer. Such remedies under the First Deed of Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, the Agreement shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu or foreclosure, the Agreement shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under the First Deed of Trust, and (ii) the Agency shall not have cured the default under the First Deed of Trust within the thirty - day period provided in such notice sent to the Agency. 2. Only Agreement. This Subordination shall be the whole and only agreement with regard to the subjection and subordination of the provisions of the Agreement to the First Deed of Trust. 3. Intent of Agency and Developer. In accordance with the conditions set forth in this Subordination, the Agency and the Developer intentionally waive, relinquish, subject and subordinate the provisions of the Agreement together with all rights and privileges of the Agency thereunder in favor of the lien or charge upon said Property of the First Deed of Trust and understand that in reliance upon, and in consideration of, this waiver, relinquishment, subjection and subordination, specific loans and advances will be or have been made and, as part and parcel thereof, specific monetary and other obligations have been entered into which would not have been made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination. 4. Applicable Law. This Subordination shall be interpreted in accordance with the laws of the State of California. 5. Successors and Assigns. The covenants, agreements, terms and conditions of this Subordination shall be binding upon and inure to the benefit of the successors and assigns of all of the parties hereto. J� u. 1� ATTACHMENT NO. 24 PUBL:16002-21941B2338.22 Page 2 of 4 6. Attorneys' Fees. In the event of any controversy, claim or dispute between the parties hereto affecting or relating to the purposes or subject matter of this Subordination, the prevailing parry shall be entitled to recover from the nonprevailing party all of its reasonable expenses, including, without limitation, reasonable attorneys' fees. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic In Executive Director "AGENCY" ATTEST: By: Secretary APPROVED AS TO FORM (LENDER) 0 "LENDER" (DEVELOPER) 0 Its: "Developer" ATTACHMENT NO. 24 PURL: 00 Page 3 of 4 eue�:16002-2�94�B2338.22 g EXHIBIT A DESCRIPTION OF PROPERTY [To Be Inserted] J.24.1994 ATTACHMENT NO. 24 PURL: 16002-21941 R2338.22 Page 4 of 4 State of California ) County of ) On , 199_, before me. Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above Optional Section:Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. Individual Corporate Officer(s): Dtle(s) I Partner(s): 0 Limited 11 General Attorney -in -fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Nmne(s) of person(s) or enary(ies) � zu. Iva PURL:]6002-21941 B2338.22 State of California ) County of ) On , 199, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE Title or Type of Document ATTACHED TO THE DOCUMENT Number of Pages Date of Document DESCRIBED AT RIGHT: Signer(s) Other than Named Above Optional Section:Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. ❑ Individual ❑ Corporate Officer(s): Tule(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Names) of persons) or entiry(ies) J. 2s. 1%$ PURL:16002-21941 B2338.22 State of California ) County of ) On , 199_, before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Sigmture of Notary Optional Section Although the information requested below is optional, it could prevent fraudulent attachment of this certificate to an unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other than Named Above Optional Section: Although the statute does not require the notary to fill in the data below, doing so may prove invaluable to persons relying on the document. Individual Corporate Officer(s): Tate(s) Partner(s): ❑ Limited ❑ General Attorney -in -fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Na (s) of person(s) or entiry(tes) J.X 1P PURL:16002-21941 B2338.22 ATTACHMENT NO. 8 CERTIFICATE OF COMPLETION FWWTY NMOW 11ME DOEAIiCE CW MY RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) LA QUINTA REDEVELOPMENT AGENCY ) 78-495 Calle Tampico ) P. O. Box 1504 ) La Quinta, CA 92253 } Attn: Executive Director ) 286848 RECEIVED FOR RECORD AT 8:00 O'CLOCK JUL 311996 ---r HettxaaC in Jnwa.nmc —J of FiivervOe CCunry,Cyrb,na �Reorder -{�./ Feesb (j7_G/J" o y (Space above for Recorder's Use.) . as LA QUINTA REDEVELOPMENT PROJECT a`O`oy aSs`O `s % e°�`G°�Qa�e6a LA QUINTA, CALIFORNIA tr?e�os ogee oP°o \`Sep CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT WHEREAS, by a Disposition and Development Agreement dated 1994 , by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter referred to as the "Agency") and E. G. WILLIAMS DEVELOPMENT U CORPORATION, a California corporation (hereinafter referred to as the "Developer"), the Developer has developed the real property (the "Site"), legally described on the attached Exhibit A, by constructing or causing to be constructed the improvements (or some discrete portion thereof) li thereon according to the terms and conditions of said Disposition and Development Agreement (the "DDA"); and Ix j WHEREAS, pursuant to Section 322 of the DDA, promptly after completion of the Developer Improvements, as therein defined, the Agency shall furnish the Developer with a \ Certificate of Completion upon written request uierefor by the Developer; and v WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the construction of the Developer Improvements or any discrete phase or portion thereof, conforms to the DDA; and WHEREAS, the Developer has requested that the Agency furnish the Developer with the Certificate of Completion; and WHEREAS, the Agency has conclusively determined that the construction of the Developer Improvements conforms to the DDA. sM=tr 12 IM ATTACHMENT NO. 8 POBL:16002-3 1 94 I B2338.22 Page 1 of 3 NOW THEREFORE: 1. As provided in the DDA, the Agency does hereby certify that the construction of the Developer Improvements has been satisfactorily performed and completed, and that such development and construction work complies with the DDA; 2. This Certificate of Completion does not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage security money loaned to finance the work of construction of improvements .and development of the Site, or any part thereof. This Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code; 3. Notwithstanding this Certificate of Completion, all executory provisions of the DDA shall remain in full force and effect. IN WITNESS WHEREOF, the Agency has executed this Certificate as of this L day of J-6'L Cc % , 199 4,-_. LA QUINTA REDEVELOPMENT AGENCY By: Executive Director SM=bcr 12 1994 ATTACHMENT NO. 8 PUBL:16002-31941132338.22 Page 2 of 3 EXHIBIT A Legal Property Description THE PROPERTY REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, AND IS DESCRIBED AS FOLLOWS: Lot 1 of Tract No. 28019, in the City of La Quinta, in the County of Riverside, State of California, as per map recorded in Book 252, Pages 85-89 inclusive of Maps, in the office of the County Recorder of said County. Excepting therefrom all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than five hundred (500 ) feet below the surface, together with the right to drill into, through and to use and occupy all parts of the site lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but without, however, any right to use either the surface of the site or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the site in such a manner as to create a disturbance to the use of enjoyment of the site, as reserved by La Quinta Redevelopment Agency, a public body corporate and politic, in deed recorded October 28, 1994 as Instrument No. 94-415016, Official Records. APN: 769-030-052-9 RECEIVED &G RUG 22 Ail 1144 Y 0LA QUINTA CITY CLERK