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CV Land/Afford Housing 93 (2)
ORIGINAL AFFORDABLE HOUSING AGREEMENT BY AND AMONG THE LA QUINTA REDEVELOPMENT AGENCY, 0 COACHELLA VALLEY LAND, 0 WILLIAM J. CUSACK, AGENCY PARTICIPANT OWNER TABLE OF CONTENTS 100. SUBJECT OF AGREEMENT 101. Purpose of Agreement 102. Definitions 103. The Agency 104. The Participant 105. Owner 106. Prohibition Against Change in Ownership, Management and Control of Participant and Owner and Prohibition Against Transfer of the Sites 107. Representations by the Participant and Owner A. Participant Representations B. Owner Representations 200. SITE CONTROL 201. Ownership of the Sites 202. Condition of Title 203. Condition of the Sites and Site Improvements 300. DISPOSITION OF THE SITES FOR AFFORDABLE HOUSING-;' 301. Sale of Ownership Properties 302. Provision of Applicable Ownership Assistance 303. Rent of Rental Properties; Purchase Option 304. Provision of Applicable Rental Assistance 305. Maintenance of the Rental Properties 306. Indemnity, Bodily Injury and Property Damage Insurance 307. City and Other Governmental Agency Permits 308. Rights of Access 309. Local, State and Federal Laws 310. Anti -Discrimination 311. Taxes and Assessments 312. Reporting Requirement 313. Conditions Precedent to Ownership Assistance 314. Conditions Precedent to Rental Assistance 400. USE OF THE SITES 401. Affordable Housing A. Commitment of Units for Affordable Housing B. Determination of Purchase Price C. Approval of Initial Purchasers D. Junior Trust Deed Loans E. Rental Units sptmber 29, 19s,AHA2 PURL:4419_113191 ffi339.37 F. Subordination G. Covenants to Remain Affordable H. Marketing 402. Use in Accordance with Redevelopment Plan; Nondiscrimination 403. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction 404. Maintenance of the Ownership Properties 405. Best Efforts to Sell Ownership Properties 500. DEFAULTS AND REMEDIES 501. Defaults -- General 502. Institution of Legal Actions 503. Applicable Law 504. Acceptance of Service of Process 505. Rights and Remedies Are Cumulative 506. Inaction Not a Waiver of Default 507. Damages 508. Specific Performance 509. Termination by the Participant and Owner 510. Termination by the Agency 511. Reentry and Revesting of Title in the Agency After the Conveyances 600. GENERAL PROVISIONS 601. Notices, Demands and Communications Among the Parties 602. Conflicts bf Interest 603. Time of the Essence 604. Non -Liability of Officials and Employees of the Agency 605. Obligations Joint and Several 606. Entire Agreement, Waivers 607. Executive Director to Act on Behalf of Agency 700. TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY September 29, 1999/AHA2 PUBL:4419 113191B2338.37 ii ATTACHMENTS Attachment No. 1 - Description of Ownership Properties Attachment No. 2 - Declaration of Rental Properties Attachment No. 3 - Buyer/Agency Note Attachment No. 4 - Resale Restriction Agreement and Option to Purchase Attachment No. 5 - Promissory Note Attachment No. 6 - Rental Properties Deed of Trust Attachment No. 7 - Maintenance Agreement Attachment No. 8 - Request for Notice of Delinquency Attachment No. 9 - Property Covenants Attachment No. 10 - Income Verification Attachment No. 11 - Certification of Continuing Program Compliance Attachment No. 12 - Subordination Agreement Attachment No. 13 - Buyer Disclosure Attachment No. 14 - Memorandum of Agreement Attachment No. 15 - Table of Base Values Attachment No. 16 - Grant Deed Attachment No. 17 - Spousal Waiver PUBL:4419_113191B2338.37 ill AFFORDABLE HOUSING AGREEMENT THIS AFFORDABLE HOUSING AGREEMENT (the "Agreement") is entered into by and among the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), COACHELLA VALLEY LAND, a limited partnership (the "Participant"), and WILLIAM J. CUSACK, a married man ("Owner"). The Agency, the Participant, and Owner hereby agree as follows: 100. SUBJECT OF AGREEMENT 101 Purpose of Agreement A. The Agency is required by California Health and Safety Code Section 33334.2, et M., 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. B. The activities contemplated by this Agreement consist of two components, a "for -sale" or ownership component and a rental component. C. Under the "for -sale" or ownership component, Participant and the Owner will sell twenty (20) existing units to households having incomes not in excess of qualifying incomes for affordable housing subject to long-term affordability covenants. It is the intention of the parties that such ownership units shall be available at affordable housing cost throughout the Affordability Period, as hereinafter defined. The Participant will obtain financing commitments for ninety-five percent (95 %) first trust deed financing from local private lending institutions. It is contemplated that the loans will be accomplished using documentation acceptable to the Federal National Mortgage Association ("Fannie Mae"). Subject to the satisfaction of conditions precedent to the obligations of the Agency, and provided that the same is acceptable to Fannie Mae, the Agency is to provide unsecured loans of up to seven percent (7 %) of the purchase price or Seven Thousand Dollars ($7,000), whichever is less, to qualifying homebuyers, covering the balance of the purchase price remaining after the first trust deed financing (with the purchase price of each unit not to exceed the amount for each unit designated as "Maximum Purchase Price" as defined in Section 102 below and closing costs). The total amount of Agency assistance to be made available with respect to the ownership component shall not exceed One Hundred Forty Thousand Dollars ($140,000), as all such assistance is aggregated. The Participant intends to investigate financing mechanisms other than the Community Development Financing Program of Fannie Mae. The Agency acknowledges that, within the framework of this Agreement, the Participant may present to the Agency for its consideration proposals for alternative funding mechanisms and other methods to promote affordable housing within the City of La Quinta, and that the Agency may consider (informally or otherwise), without any obligation to approve, such proposal(s) so long as material provisions of the Agreement are not made less favorable to the Agency, including without limitation the following: (i) the number of units to be produced; (ii) the income classifications to be served by the units September 29. 3999/AHA2 PusL:4419 113191 ffi338.37 provided; (iii) the duration for which the units are to remain affordable; (iv) economic return to the Agency; (v) security; (vi) quality and character of improvements; and (vii) cumulative cost to the Agency of the ownership component and the Agreement. D. Under the rental component, the Participant and Owner will commit thirty (30) of the Rental Properties owned by one or more of them for use solely for affordable housing to households which qualify by their incomes for Section 8 Certificates, and which may hold such Section 8 Certificates, as provided in Section 303 below. The rental units are required to remain available as affordable units for a period of five (5) years, during which period of time the Agency shall have the option to purchase one (1) or more of the rental properties at a price to be determined pursuant to a formula set forth in this Agreement. The Participant and Owner shall be responsible for the maintenance of the rental units until they are sold pursuant to the Agreement or until the Agency elects to make other arrangements for the maintenance of the rental units pursuant to this Agreement. Subject to the satisfaction of conditions precedent to the obligations of the Agency, the Agency is to loan to the Participant the amount of Twenty Thousand Dollars ($20,000) per rental unit (and not to exceed Six Hundred Thousand Dollars ($600,000) as all rental units are aggregated). The loan(s) by the Agency would bear interest on terms set forth in the Agreement. The Agency loan(s) would be secured by a junior deed of trust on each of the Rental Properties as more particularly set forth in Section 304 of this Agreement. Payment of the loan(s) would be due upon the sale of a rental unit and as otherwise set forth in the Agreement. In addition to the above assistance, the Agency will also provide to the Participant the sum of Two Thousand Dollars ($2,000) per Rental Unit per year, for five (5) years (and not to exceed Three Hundred Thousand Dollars ($300,000) as all rental units are aggregated) for the purpose of property maintenance and management assistance for such Rental Properties. E. The rental component as described in paragraph D of this Section 101 is a material inducement for the Owner and Participant to agree to the ownership component and to enter into this Agreement, and but for such rental component, the Owner and the Participant would not enter into this Agreement. F. The activities contemplated by this Agreement are of benefit to Redevelopment Project No. 1 (the La Quinta Redevelopment Project) and Project No. 2 of the City of La Quinta. G. This Agreement is in addition to, and is not intended to replace, supersede, or modify that Affordable Housing Agreement between the Agency, the Participant and the Owner approved by the Agency on February 16, 1993 by Resolution No. RA 93-1, which provides for the sale of ten (10) existing units to low- and moderate -income buyers at an affordable housing cost, and the rental of twenty (20) existing units to very low income buyers at an affordable rent. September 29, IM/AHA2 PueL:4419_113191 M338.37 2 102. Definitions "Affordability Period" means, as to each Ownership Property sold pursuant to this Agreement, the period commencing with the sale of such Ownership Property and ending on June 15, 2029, except that, in the event purchase money financing is provided to a Qualifying Buyer by Fannie Mae or an institutional lender for marketing to Fannie Mae, then, as further provided in Section 401G of this Agreement, the Affordability Period shall be deemed to end at the time provided therefor in the Resale Restriction Agreement and Option to Purchase as recorded in respect to such Ownership Property. "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. "Agency" means the La Quinta Redevelopment Agency, a public body, corporate and politic. "Agency Assistance" means the Applicable Ownership Assistance and the Applicable Rental Assistance. "Agency Ownership Escrow Documents" means, as to each sale or buyer receiving Applicable Ownership Assistance pursuant to this Agreement, all of the following: (i) the Resale Restriction Agreement and Option to Purchase, (ii) the Property Covenants (including without limitation the acknowledgment to such Property Covenants 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. "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 Ownership Assistance" means an amount equal to the lesser of (i) Seven Thousand Dollars ($7,000) or (ii) seven percent (7%) of the purchase price of the applicable Ownership Property including in the purchase price, for purposes of this calculation, closing costs allowable to the Buyer, pursuant to the terms more particularly set forth in Section 301 of this Agreement. "Applicable Percent" means an amount equal to the amount of the Agency Loan divided by the amount of the Original Sales Price. "Applicable Required Period" is defined in Section 301 of this Agreement. spew 29. IWAHAY PUBL:4419_113191BM38.37 3 "Buyer" means a Qualifying Buyer that purchases a Designated Ownership Property pursuant to this Agreement. "Buyer/Agency Note" means a promissory note substantially in the form of Attachment No. 3 to this Agreement. "Buyer Disclosure" means Attachment No. 13 to this Agreement. "Certification of Income" means Exhibit B to the Property Covenants (Attachment No. 9). "Conditions Precedent to Ownership Assistance" are set forth in Section 313 of this Agreement. "Conditions Precedent to Rental Assistance" are set forth in Section 314 of this Agreement. "Designated Ownership Properties" means twenty (20) of those parcels enumerated in Attachment No. 1 to this Agreement as the Ownership Properties. The Participant shall from time to time designate which twenty (20) of those Ownership Properties are to constitute the Designated Ownership Properties. "Exceptions of Title" means all exceptions, clouds, encumbrances, limitations, liens, deeds of trust, easements, or covenants of record as to the Sites or any portion thereof. "Existing Occupant" means a household which, as of the approval of this Agreement by the Agency, occupies an Existing Unit. "Existing Unit" means all buildings intended for or used for human habitation physically present on the Sites as of the approval of this Agreement by the Agency. "Fannie Mae" means the Federal National Mortgage Association, a federally chartered corporation. "Grant Deed" means the grant deed substantially in the form of Attachment No. 16 to this Agreement. "Maintenance Agreement" means Attachment No. 7 to this Agreement. "Maximum Purchase Price" means One Hundred Three Thousand Five Hundred Dollars ($103,500.00). "Memorandum of Agreement" means Attachment No. 14, which shall be recorded with respect to the Rental Properties pursuant to Section 314. "Owner" means William J. Cusack, a married man. Septcmbx 29. 19"/AHA2 PuaL:4419_113191 M339.37 4 "Owner Properties" means those Ownership Properties and Rental Properties title to which is held by Owner according to the official land records of the County Recorder of the County of Riverside. "Owners" means the Participant and Owner, collectively. "Ownership Properties" means those parcels so designated in Attachment No. 1 to this Agreement. "Participant" means Coachella Valley Land, a limited partnership. "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 and to not preclude provision of Agency Assistance. "Qualified Project Period" means: (i) as to the Rental Properties, the Rental Period, and (ii) as to the Ownership Properties, 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 Renter" means a household having an income of not greater than fifty percent (50%) of the areawide median income, as determined by the Agency pursuant to Section 50053 of the California Health and Safety Code. "Rental Period" means the five-year period commencing with the date of approval of this Agreement by the Agency. Agreement. "Rental Properties" means those parcels so designated in Attachment No. 2 to this "Rental Properties Deed of Trust" means Attachment No. 6 to this Agreement. "Request for Notice of Delinquency" means a request for written notice of delinquencies on the lien which is senior to the Agency Deed of Trust pursuant to Section 2924(e) of the California Civil Code, substantially in the form attached hereto as Attachment No. 8 and incorporated herein. "Sale Period is defined in Section 301 of this Agreement. "Site Improvements" means all improvements of any kind on or to the Sites, including without limitation, buildings designed for human occupancy, garages, carports, other structures, landscaping, and any other physical improvements of any kind. "Sites" means the Rental Properties and the Ownership Properties. "Spousal Waiver" means Attachment No. 17 to this Agreement. Sepmbw 29. ,M/AKA2 PUBL:4419_113191=338.37 5 "Table of Base Values" means Attachment No. 15 to this Agreement. 103. The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. 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 and all assignees of or successors to its rights, powers and responsibilities. Whenever the Agreement refers to approvals or other actions to be taken by the Agency, such approval or other action may be performed by the Executive Director of the Agency or his or her designee. 104. The Participant The Participant is Coachella Valley Land, a Limited Partnership, in which the sole general partner is William J. Cusack. The principal office and mailing address of the Participant for purposes of this Agreement is Coachella Valley Land, Attention: William J. Cusack, 74-225 Highway 111, Suite C, Palm Desert, California 92261. The Participant represents and warrants to the Agency that it is experienced in the maintenance, operation, and rental of housing units to households of low income and has the ability to aid and assist the Agency is increasing and improving the supply of very low-, low- and moderate -income housing within the City of La Quinta. By executing this Agreement, each person signing on behalf of the Participant warrants and represents to the Agency that the Participant has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Participant have been obtained, and that the person or persons executing this Agreement on behalf of the Participant are fully authorized to do so. Whenever the term "Participant" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest as herein provided. 105. Owner Owner is William J. Cusack, a married man. The principal office and mailing address of Owner for purposes of this Agreement is William J. Cusack, 74-225 Highway 111, Suite C, Palm Desert, California 92261. Owner represents and warrants to the Agency that it is experienced in the maintenance, operation, and rental of housing units to households of low income and has the ability to aid and assist the Agency in increasing and improving the supply of very low-, low- and moderate -income housing within the City of La Quinta. By executing this Agreement, Owner warrants and represents to the Agency that Owner has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon Owner have been obtained, and that the person or persons executing this Agreement on behalf of Owner are fully authorized to do so. Scoemba 29, 1993/AHA2 PUBL:4419_11319I BM38.37 6 Whenever the term "Owner" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest as herein provided. 106. Prohibition Against Change in Ownership. Management and Control of Participant and Owner and Prohibition Against Transfer of the Sites The qualifications and identity of the Participant are of particular interest to the Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with the Participant. Consequently, for the Qualified Project Period, except as otherwise expressly permitted below, no person, whether a voluntary or involuntary successor of Participant, shall acquire any rights or powers under this Agreement nor shall the Participant assign all or any part of this Agreement or all or any portion of the Sites without the prior written approval of the Agency. In addition, Owner shall not assign or transfer any of the Sites without the prior written approval of the Agency. Any purported transfer, either voluntary or by operation of law, in violation of this Section 107 shall constitute a default hereunder and shall confer no rights whatsoever under this Agreement upon any purported assignee or transferee. Notwithstanding the foregoing, (i) Participant and Owner shall be entitled to make an assignment which consists of a mortgage, deed of trust, sale and lease -back, or other form of conveyance for financing, provided that the Agency first approves such assignment in writing, and (ii) Participant and Owner shall have the right to hire Cusack Realty, Inc., a California corporation dba Cusack & Associates ("Cusack") as manager for each of the Sites. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Sites or any interest therein shall not be required in connection with the sale of individual Ownership Properties upon satisfaction of Section 313 and in conformity with Section 401 of this Agreement. In addition, prior Agency approval shall not be required for the rental or lease of individual Rental Properties for occupancy in the normal course of business upon satisfaction of Section 313 and in accordance with Section 401 of this Agreement. A transfer of the Site and the improvements thereon and/or the assignment of this Agreement may be made by the Participant to another general or limited partnership or to add limited partners to the existing partnership, or by Owner to a general or limited partnership, if the purpose of the transfer and/or assignment is to create a vehicle for limited partners to invest in the Sites, so long as the managing partner of the Participant and Owner continues to be the managing and general partner of the new entity and the purchaser and/or assignee agrees to be bound by the provisions of this Agreement and all other agreements Participant or Owner and Agency have executed in connection herewith. No assignment of the Participant's obligations, or the obligations of Owner, with respect to any or all of the Sites for which Agency approval is required, shall be effective unless and until the proposed assignee executes and delivers to the Agency an agreement in form reasonably satisfactory to the Agency's legal counsel assuming the obligations of the Participant or Owner which have been assigned. Thereafter, the assignor shall remain responsible to the Agency for performance of the obligations assumed by the assignee unless: (i) the Agency releases the assignor in writing, or, (ii) all of the requirements set forth in this Section 107 are Sepemba 29, 19931A11A2 PuBL:4419_113191B?338.37 7 fully satisfied and the assignor is not then in default under this Agreement; in which event the assignor shall remain responsible to Agency only for performance of the obligations arising prior to the effective date of the assignment or transfer, and shall be released from any obligation or liability arising subsequent to the effective date of the assignment. The Agency shall not unreasonably withhold its approval of the conveyance or dedication of any portion of the Site to the City or other governmental agency of relevant jurisdiction, including public utility companies, in connection with the provision of governmental services (or utilities) so long as the use of the relevant Site as affordable housing for then -existing or potential occupants is not materially adversely affected thereby. No consent or approval by the Agency of any assignment or transfer requiring the Agency's approval shall constitute a waiver of the provisions of this Section 107 with respect to any subsequent assignment or transfer requiring the Agency's approval. 107. Representations by the Participant and Owner A. Participant Representations. The Participant represents and warrants to the Agency as follows: 1. The Participant is a validly created limited partnership and has and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by Participant in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. 2. The Participant does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of Participant to carry out its obligations hereunder. 3. There are no material pending or, so far as is known to Participant, threatened, legal proceedings to which Participant is or may be made a parry or to which any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency which could materially adversely affect the ability of Participant to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to Participant's best knowledge, threatened, looking toward the dissolution or liquidation of Participant and there is no action or proceeding pending or, to Participant's best knowledge, threatened by or against Participant which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of Participant to carry out its obligations hereunder. 5. The Participant is the owner of record of all of the Sites other than the Owner Properties. Record title to the Owner Properties is held by Owner, but benefits and burdens of ownership remain in the Participant. Title to all Sites other than the Owner Properties is held by the Participant. Except as otherwise expressly set forth in this paragraph number 5 of Section A, and except for deeds of trust in favor of institutional lenders and easements of record no other entity holds any ownership interest in the Sites. sepmbw 29. IM/AH ►z PUBLA419_113191 M338.37 8 6. The Sites, and all of the buildings and structures thereon, are habitable, and conform with the General Plan land use designations, zoning, the Uniform Building Code, the Uniform Housing Code, and all statutes, laws, regulations, and ordinances having application to the occupancy of the Existing Units. 7. All financial information delivered to Agency, including without limitation, information relating to the financial condition of the Participant, the Existing Units or, partners or joint venturers of Participant, fairly and accurately represents such financial condition and has been prepared in accordance with generally accepted accounting principles consistently applied, unless otherwise noted in such information. No material adverse change in such financial condition has occurred since the date the same were prepared. 8. All reports, documents, instruments, information, and forms of evidence delivered to Agency concerning the Agency Assistance or required by this Agreement are accurate, correct, and sufficiently complete to give Agency true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission. 9. The Participant will file and shall continue to file all required federal, state, county, and municipal tax returns with respect to the Sites and has paid all taxes owed and payable with respect to the Sites, and Participant knows of no basis for additional assessment with respect to any such taxes. 10. The Participant had verified with the Existing Occupants income of each Existing Occupant of the Ownership Properties, and each such Existing Occupant has an income of greater than eighty percent (80%) of the Applicable Median Income. 11. Each individual executing this Agreement on behalf of Participant is duly authorized to execute and deliver this Agreement on behalf of Participant and this Agreement is binding upon Participant. 12. Participant has a valid and binding management agreement with Cusack for the management of the Sites owned by Participant and Owner. Each of the foregoing items (1) to (12), inclusive, shall be deemed to be an ongoing representation and warranty. The Participant 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 (12), inclusive. B. Owner Representations. Owner represents and warrants to the Agency as follows: 1. Owner is permitted pursuant to applicable law to enter into this Agreement, and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by Owner in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. Sepkmbw 29. IMIAH ►z MBL:4419 113191 BM38.37 9 2. Owner does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of Owner to carry out its obligations hereunder. 3. There are no material pending or, so far as is known to Owner, threatened, legal proceedings to which Owner is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency which could materially adversely affect the ability of Owner to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to Owner's best knowledge, threatened, looking toward the dissolution or liquidation of Owner and there is no action or proceeding pending or, to Owner's best knowledge, threatened by or against Owner which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of Owner to carry out its obligations hereunder. 5. Record title to the Owner Properties is held only by Owner, but the benefits and burdens of ownership remain in the Participant. Title to all Sites other than the Owner Properties is held by the Participant. Except as otherwise expressly set forth in this paragraph number 5 of Section 107B, and except for deeds of trust in favor of institutional lenders and easements of record no other entity holds any ownership interest in the Sites. 6. The Sites, and all of the buildings and structures thereon, are habitable, and conform with the General Plan land use designations, zoning, the Uniform Building Code, the Uniform Housing Code, and all statutes, laws, regulations, and ordinances having application to the occupancy of the Existing Units. 7. All financial information delivered to Agency, including without limitation, information relating to the financial condition of Owner, the Existing Units or, partners or joint venturers of Owner, fairly and accurately represents such financial condition and has been prepared in accordance with generally accepted accounting principles consistently applied, unless otherwise noted in such information. No material adverse change in such financial condition has occurred. 8. All reports, documents, instruments, information, and forms of evidence delivered to Agency concerning the Agency Assistance or required by this Agreement are accurate, correct, and sufficiently complete to give Agency true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission. 9. Owner will file and shall continue to file all required federal, state, county, and municipal tax returns with respect to the Owner Properties and has paid all taxes owed and payable with respect to the Owner Properties, and Owner knows of no basis for additional assessment with respect to any such taxes. 10. Owner has verified with the Existing Occupants income of each Existing Occupant of the Ownership Properties, and each such Existing Occupant has an income of greater than eighty percent (80%) of the Applicable Median Income. sq�eer 29.1993/ARA2 PveL:4419 1 1 319 1 B2338.37 10 11. Owner has a valid and binding management agreement with Cusack for the management of the Sites owned by Owner. Each of the foregoing items (1) to (11), inclusive, shall be deemed to be an ongoing representation and warranty. Owner 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 (11), inclusive. 200. SITE CONTROL: CONDITION OF SITES 201. Ownership of the Sites Participant is the owner of record of all of the Sites other than the Owner Properties. Owner is the owner of record of all of the Owner Properties. 202. Condition of Title The Participant and Owner each represent that title to the Sites is, as of the approval of this Agreement by the Agency, and shall be for so long as (i) one of the Participant or Owner retains title to any of the Sites or (ii) until the Ownership Properties are conveyed to Qualifying Buyers in accordance with the provisions of this Agreement, whichever shall later occur, free and clear of all recorded or unrecorded liens, encumbrances, covenants, assessments, easements, leases and taxes, except for those matters enumerated in the Exceptions to Title. The Participant and Owner agree that they shall cause the removal of all Exceptions to Title other than the Permitted Exceptions prior to (i) the payment by the Agency of any of the Agency Assistance or (ii) the request by the Participant of any Agency Assistance, whichever shall first occur. 203. Condition of the Sites and Site Improvements As more particularly set forth in Section 107 of this Agreement, the Participant and Owner have each represented that the Sites and Site Improvements currently comply and will continue to comply with all applicable laws. In the event any conditions or circumstances should arise such that some or all of the Site Improvements or Sites do not so comply, the Participant and Owner shall within a reasonable time, but in no event greater than sixty (60) days after the transmittal of notice by the Agency to the Participant pursuant to Section 601 of this Agreement, cause all of the Sites and Site Improvements to comply with all applicable laws. The foregoing portion of this Section 203 shall be inapplicable to particular Ownership Properties following the conveyance of such particular Ownership Properties to Qualifying Buyers in conformity with this Agreement. As of the approval of this Agreement, some of the Existing Units may be occupied. It is the practice of the Participant and Owner that as certain dwelling units within the City owned by the Participant or Owner become vacant in the normal course of business, some of those units are retained as vacant units which become part of an inventory maintained by the Participant and Owner and offered for sale. No Existing Occupants are to be displaced from the Existing Units by virtue of this Agreement. Rather, occupants of Existing Units on Ownership MBL:4419_11319 ( W338.37 11 Properties are to be afforded the opportunity to purchase those Parcels pursuant to this Agreement; and occupants of Existing Units on Rental Properties are to be afforded the opportunity to rent those Units pursuant to this Agreement. The Participant has verified with Existing Occupants the income of such Occupants. If, nevertheless, an Existing Occupant of an Existing Unit on an Ownership Property cannot afford to purchase the Existing Unit on the basis set forth in the Agreement, then such Occupant shall not be displaced on account of this Agreement, and no Agency Assistance shall be available in respect to such Existing Unit. The Participant and Owner agree to and shall defend, indemnify, release, assume all responsibility for and hold harmless the Agency and the City and their officers, employees and agents, from and against all liability, loss, damage, costs, claims, or expenses (including attorneys' fees and court costs) arising from or in any way connected with this Agreement, including without limitation, claims for relocation assistance or benefits as may be asserted by any current or former occupant of any portion of the Site pursuant to the California Community Redevelopment Law (Health and Safety Code Section 33000, et se . , the California Uniform Relocation Law (Government Code Section 7260 et sea.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act (42 U.S.C. Section 4601, et se or any other federal, state or local enactments providing for relocation assistance or benefits in connection with rental or sale of the Units or in connection with this Agreement. 300. DEVELOPMENT OF SITES FOR AFFORDABLE HOUSING 301. Sale of Ownership Properties The Participant and Owner shall offer for sale the Designated Ownership Properties to the Existing Occupants, and as to those of the Ownership Properties which are or become vacant, the Participant and Owner shall offer for sale the Ownership Properties to other Qualifying Buyers at Affordable Housing Cost and subject to recorded covenants enforceable by the Agency that the said Designated Ownership Properties shall remain available at Affordable Housing Cost for not less than the Applicable Required Period. Such recorded covenant shall be substantially in the form of the Resale Restriction Agreement and Option to Purchase. The "Applicable Required Period" shall mean the period commencing with the conveyance of the particular Site by the Participant or Owner to the Buyer pursuant to this Agreement and terminating on June 15, 2029. The Applicable Ownership Assistance shall be provided as a loan, on those terms more particularly set forth in the Buyer/Agency Note. Pursuant to the Buyer/Agency Note, the obligation to make repayment to the Agency does not bear interest except for contingent interest as provided therein. Sales are to be completed, including close of escrow, within the period commencing on the date of approval of this Agreement by the Agency and ending upon the first anniversary of such approval (the "Sale Period"). Provided that Conditions Precedent to Ownership Assistance are first satisfied, the Agency shall make available the Applicable Ownership Assistance through escrow upon request therefor in conformity with this Agreement. Notwithstanding the foregoing, no Agency Assistance shall be made available in respect to the Ownership Properties or otherwise pursuant to this Section 301 after the end of the Sale Period. skew 29. 1"3/AHA2 PUSL:4419_113191=338.37 12 302. Provision of the Applicable Ownership Assistance The Applicable Ownership Assistance will be funded by the Agency into escrow for the conveyance of the relevant Ownership Property, with instructions to the escrow holder, to be prepared by the Agency, that such funds may be released to the owner of record (which shall be the Participant or Owner, only) upon (i) confirmation by the Executive Director of the Agency, or his designee, that except for execution, recordation and delivery to the Agency of the Agency Ownership Documents, the Conditions Precedent to Ownership Assistance have been satisfied (or the instruction by the Executive Director or his designee to the escrow holder that escrow may close and the Applicable Ownership Assistance is to be provided without regard to whether one or more designated conditions have been satisfied), and (ii) confirmation by the escrow holder that the Agency Ownership Escrow Documents have been duly executed by the Buyer, and the Property Covenants, the Resale Restriction Agreement and Option to Purchase, and the Request for Notice of Delinquency, have been recorded in accordance with the Agency instructions to escrow. The Agency, Owner, and the Participant agree to execute supplemental escrow instructions based upon the provisions of this Section 302. In addition, the Executive Director of the Agency will provide to the escrow holder information sufficient to complete the Agency Ownership Escrow Documents. Unless otherwise instructed in writing by the Agency, the contingent interest payable to the Agency pursuant to Sections 3, 4 and 5 of the Buyer/Agency Note shall be the Applicable •Percent, but in no event greater than the maximum rate permitted by law, and the place of payment shall be the address set forth in Section 103 or such other address as may from time to time be designated by the Agency. 303. Rent of Rental Properties: Purchase Option The Participant and Owner shall offer for rent at Affordable Rents for Qualifying Renters the Rental Properties throughout the Qualified Project Period, except for those Sites which are sooner sold to the Agency and subject to the further limitation that, in the event a Section 8 Certificate is terminated or not renewed as to any of the renters of the Rental Properties, the corresponding Owner(s) of such Rental Property shall: (i) continue to rent such Rental Property at Affordable Rent to a Qualifying Renter, without provision of further assistance or consideration by the Agency, or (ii) repay to the Agency the Rental Assistance, with interest thereon, earlier made available by Agency with respect to such Rental Property pursuant to Section 304 of this Agreement, or (iii) substitute another Ownership Property as a Rental Property, as provided herein. In the event such Owner(s) chooses to substitute another Ownership Property as a Rental Property, such substitution shall be accomplished, if at all, by written notice within ninety (90) days after the date the Section 8 Certificate of the Applicable Qualifying Renter is terminated or not renewed. In the event the Participant or Owner receives notice of default or notice of sale with respect to any encumbrance affecting any of the Rental Properties, the obligation of the Participant and Owner to repay the Rental Assistance to the Agency shall be deemed to be accelerated, and the Participant and Owner shall, within fifteen (15) days after receiving such notice, repay to the Agency the Rental Assistance, with interest thereon. In the event the Participant or Owner obtain refinancing as to one or more of the Rental Properties, the Agency may, at its sole discretion, elect to loan the principal amount earlier loaned and repaid in respect to such Rental Properties, provided that such loan is made on terms consistent with the original lien of the Rental Assistance pursuant to this Agreement, including without limitation lien position, loan -to -value ratio, due date, and limitations of the Rental Properties for occupancy as affordable rental housing by Qualifying Renters. The Owners shall Sepembw 29. IM/AHAZ KML:4419_113191 B4338.37 13 notify the Executive Director of the Agency in writing within five (5) days after Participant or Owner receives notice of (a) termination or non -renewal of a Section 8 Certificate or (b) the occurrence of any other events which are grounds to accelerate repayment of any moneys made available pursuant to Section 304 of this Agreement; provided that the failure to provide such notice shall not limit the remedies of the Agency. The Participant and Owner shall, subject to the limitation set forth in the foregoing portion of this Section 303, use their best efforts to assure that all of the Existing Units or the Rental Properties are occupied by Qualifying Renters paying only Affordable Rents at all times during the Qualified Project Period. In the event the Participant or Owner desires to substitute an Ownership Property for a Rental Property in which the Qualifying Renter's Section 8 Certificate has been terminated or not renewed pursuant to (iii), above, Agency's encumbrance affecting the original Rental Property shall remain in place unless the owner thereof requests in writing that the encumbrance be transferred to the substituted Rental Property in which event, provided all of the Conditions Precedent to Rental Assistance contained in Section 314 below are met with respect to such substituted Rental Property, (i) within fifteen (15) days after Agency's receipt of such request, Agency shall cause the trustee under the applicable Rental Properties Deed of Trust to reconvey same, and (ii) concurrently therewith, the Participant or Owner, as the case may be, shall execute a new Promissory Note and Rental Properties Deed of Trust with respect to the substituted Rental Property. The Participant and Owner grant to the Agency the option to purchase any or all of the Rental Properties at a price to be determined for each Unit at the lower of methods (i) and (ii) as follows: (i) the base price for each Rental Property shall be as set forth in the Table of Base Values in respect to such Rental Property, which base price shall not be subject to increase until the first anniversary of the approval by the Agency of this Agreement. On the first anniversary of the approval of this Agreement by the Agency, the base price shall be adjusted by the percentage change in the housing component of the consumer price index for Los Angeles -Anaheim -Riverside as against the preceding year; or (ii) the Agency may retain a licensed appraiser who has qualified to testify as an expert real estate appraisal or valuation by the Riverside County, San Bernardino County, or Orange County Superior Courts. The opinion of value as determined by such appraiser shall, at the election of the Agency, constitute the base price. The owner of the Rental Property or Rental Properties in question shall have the option, at its cost, to retain another appraiser similarly qualified to determine his opinion of value as to the Rental Property in question. In the event the appraisals are less than five percent (5 %) apart, the base price shall be deemed to be the average of the two appraisals. In the event the appraisals result in values equal to or greater than five percent (5 %) apart, the Presiding Judge of the Riverside County Superior Court shall appoint a third (3rd) appraiser or, if such Judge fails within fourteen (14) days of request therefor to designate an appraiser, the two appraisers earlier retained by the Agency and the owner of such property shall mutually select a third appraiser; if they are unable to agree, the City Clerk shall randomly draw the name of one of the two appraisers as originally retained by the Agency and the owner of such property, which appraiser shall then designate a third appraiser. Upon receipt of the third appraisal, the base price shall be the average of the third appraisal and whichever of the two earlier appraisals is closer to the third appraisal. The cost of the third appraisal shall be borne by the party whose original appraisal value is further from the third appraisal. sepmetr 29, IM/AHA2 MBt:4419_113191 BM39.37 14 T The base price, as determined pursuant to the foregoing, shall be reduced three percent (3 %) based upon savings of the owner of such property in selling the Property without costs for marketing or commissions. The option of the Agency to purchase one or more of the Rental Properties can be made by the Agency at any time on one or more occasions during the Qualified Project Period by giving written notice, executed by the Executive Director, which provides that an election to purchase is being exercised pursuant to this Section 303. Upon exercise of the option to purchase pursuant to this. Section 303, the Agency may: (i) pay the purchase price in cash (through escrow) taking free and clear of any encumbrances, except for those encumbrances, if any, as the Executive Director of the Agency shall, at his sole and absolute discretion, deem to be acceptable, or (ii) pay the difference between the purchase price and the existing encumbrances into escrow, and take title subject to such existing encumbrances, or (iii) take subject to the existing encumbrances, with the Participant or Owner additionally financing the remainder of the purchase price by a loan, which amortizes five percent (5 %) of the principal amount of such loan each year, all due in five (5) years, with the interest rate at the prevailing interest rate for first deeds of trust on owner -occupied properties as published from time to time in the Los Angeles Times, as reasonably determined by the Executive Director upon consultation with the Participant (such interest rates constituting "Prevailing Interest Rates"). Such loan may be prepaid without penalty. Such loan by the Participant shall be available only in the event the Agency fails to obtain financing for such purchase from an institutional lender based upon a seventy-five percent (75 %) loan -to -value ratio and with an interest rate not in excess of Prevailing Interest Rates. The Agency will consider in good faith institutional lenders proposed by the Participant. All customary closing costs in connection with such purchase shall be evenly shared by the seller and the Agency (as buyer). Such costs shall be deemed to include, without limitation, escrow fee, recording fees, documentary transfer taxes, and the cost for a CLTA owner's policy of title insurance based upon the purchase price and insuring that title is conveyed subject only to those Permitted Encumbrances which are allowable pursuant to this Section 303. 304. Provision of Applicable Rental Assistance Upon satisfaction of the Conditions Precedent to Rental Assistance, the Agency will loan to the Participant and to Owner, jointly and severally, the amount of Twenty Thousand Dollars ($20,000) for each Rental Unit, up to a maximum of thirty (30) units, and an aggregate amount of Six Hundred Thousand Dollars ($600,000). The loan shall be evidenced by a promissory note substantially in the form of the Promissory Note, and shall be secured by the Rental Properties Deed(s) of Trust, which deed of trust shall be recorded as against the Rental Properties, shall be in not lower than a third lien position, and shall reflect a loan -to -value ratio (when combined with any encumbrances having priority over the Agency's lien) of not greater than eighty-five percent (85 %). The Participant and Owner shall execute deeds of trust in the form of the Rental Properties Deed of Trust to be recorded against those Rental Properties as to which they are owners of record or hold any legal or equitable interest in the Rental Properties. The interest rate shall be equal to the lesser of (i) ten percent (10%) simple per annum or (ii) the rate charged from time to time pursuant to the first deed(s) of trust, but in no event greater than the maximum interest rate legally allowable. Payment shall be due as set forth in the Promissory spew 29. IM/AHAz PUBL:4419_11319I B2338.37 15 Note. In the event the various Rental Properties are subject to different first deeds of trust, the interest rate attributable to such deeds of trust shall be deemed to be the average of the first deeds of trust, as such rates may be adjusted from time to time. Only first deeds of trust (and not other encumbrances) will be includable for purposes of the foregoing interest computation. The principal amount and all interest shall be due -on sale or upon the end of the Qualified Project Period as applicable to the Rental Properties, or upon noncompliance by Participant or Owner with this Agreement, whichever shall first occur. The Agency shall obtain an ALTA lenders' title insurance policy insuring its interest as secured by the Rental Properties Deed of Trust based upon the amount of 'Six Hundred Thousand Dollars ($600,000). The costs of such title insurance shall be borne by the Agency. 305. Maintenance of the Rental Properties The Participant and Owner, through its agent, Cusack, shall maintain the Rental Properties 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 Properties is not satisfactory, it shall notify the Participant in writing generally describing the matters of concern. The Participant shall have a reasonable time, but not to exceed forty-five (45) days from delivery or mailing of notice as set forth in Sections 601 and 104 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. If a replacement provider is designated, the Participant and Owner shall not thereafter be deemed responsible to the Agency for the maintenance of the Rental Properties pursuant to the Maintenance Agreement; provided that the Rental Properties shall, and Owner and the Participant shall, remain subject to all applicable laws, including without limitation these laws which pertain to property maintenance. In addition, the Agency shall be responsible for any damage to the Rental Properties caused by such replacement provider so designated by the Agency to replace the Participant and Owner. If the Agency terminates the Maintenance Agreement but does not designate a replacement provider, no such responsibility by the Agency is to be applicable and all obligations of the Participant and Owner pursuant to this Agreement shall remain in full force and effect, excepting only the obligation to maintain the Rental Properties in accordance with this Section 305. 306. Indemnity. Bodily Injury and Property Damage Insurance Each of the Participant and Owner shall indemnify, defend, protect, and hold harmless the Agency, and its members, officers, employees and agents, from and against any and all claims, losses, proceedings, damages, causes of action, liabilities, costs and expenses (including attorneys' fees) arising from or in connection with, or caused by (i) any act, omission or negligence of the Participant or Owner or any of the Participant's or Owner's respective contractors, licensees, invitee, agents, servants or employees, including the occupants, prospective occupants, tenants and other volunteers, wheresoever the same may occur; (ii) any use of the Sites, or any accident, injury, death or damage to any person or property occurring in, Sepembw 29, 1997/A11A2 PML:4419_113191 BM38.37 16 on or about the Sites or any part thereof, or from the construction or use by the Participant or Owner of the Sites, or from any activity, work or thing done, permitted or suffered by the Participant or Owner or its contractors, employees, servants, or invitee, in or about the Sites or elsewhere; (iii) any breach or default in the performance of any obligations on the Participant's or Owner's part to be performed under the terms of this Agreement, or arising from any negligence of the Participant or Owner, or any such claim or any action or proceeding brought thereon and (iv) the effect of any easement or encroachment, whether of record or not, which negatively affects the use of a Site as a dwelling or impairs the security of Agency hereunder; provided that the Participant or Owner shall not be required to indemnify the Agency and its members, officers, employees and agents from claims based solely on acts or omissions occurring in or on Ownership Properties after such Ownership Properties have been conveyed to Qualified Buyers in conformity with this Agreement; and in case any action or proceeding be brought against the Agency by reason of any such claim, the Participant and Owner upon notice from the Agency shall defend the same at the Participant's or Owner's expense by counsel satisfactory to the Agency. These provisions are in addition to, and not in lieu of, the insurance required to be provided by this Section 306. The Participant and Owner shall procure and maintain until the end of the Qualified Project Period for the Rental Properties or the acquisition by the Agency of fee title to all of the Rental Properties, whichever shall first occur, a comprehensive liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit policy, including contractual liability, as shall protect the Participant, the Owner, the City, and the Agency from claims for such damages. The Participant and Owner shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this Section 306 and providing that the insurer shall not cancel or modify the policy without thirty (30) days' written notice to Agency. The Participant and Owner shall give Agency prompt and timely notice of any claim made or suit instituted. Agency, City, and their officers, employees and agents, shall also be named as additional insured in any policies of Participant's and/or Owner's contractors covering work under this Agreement, and such policies shall comply with this paragraph. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement shall so state. The policy shall contain a waiver of subrogation. If they directly employ anyone to perform some or all of their obligations hereunder, the Participant and Owner shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws applicable, and the Participant and Owner shall hold Agency and City harmless from any claims arising thereunder. In addition, Participant and Owner shall cause Cusack to comply with the provisions of this paragraph with respect to Cusack's employees. Prior to undertaking any work on the Sites, Participant and Owner shall furnish to Agency a certificate of workers' compensation insurance for Cusack and, if applicable, themselves, providing that the insurer shall not cancel or modify the policy without thirty (30) days' prior written notice to Agency. In the alternative, the Participant and Owner may show proof of a certificate of consent to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. If anyone other than those persons covered by the workers' compensation insurance obtained by the Participant or Owner performs any of the construction SepWobw 29. IM/AHAz PUBL:4419_113191 M338.37 17 work contemplated by this Agreement (including, but not limited to Cusack), the Participant or Owner shall cause such person or persons to be covered by the comprehensive liability policy required above, prior to such person or persons' performance of such construction work. The Participant and Owner additionally agree to and shall save the Agency and the City and their officers, employees, representatives and agents harmless from and assume all responsibility for any representatives and all liability or responsibility for damage, costs, losses, or suit arising in any manner from the approval of this Agreement or the activities conducted pursuant to this Agreement, except for any such damage, costs, losses or suit which arises from the sole negligence or wilful misconduct of the Agency, the City or their officers, employees, representatives and agents. 307. City and Other Governmental Agency Permits Before commencement of any construction or development of any buildings, structures or other works of improvement upon the Sites, the Participant and Owner shall, at their 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. If required by the City, the Participant and Owner shall prepare any parcel map or maps for one or more of the Sites. It is understood that the Participant and Owner are obligated to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain building permits; the Agency will, without obligation to incur liability or expense therefor, use its best efforts to expedite issuance of building permits and certificates of occupancy for construction that meets the requirements of the City Code. 308. Rights of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right, without prior notice, of access to the Sites without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the Sites and the improvements thereon. 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 Participant harmless from any bodily injury or related damages caused by the negligence or willful misconduct of the Agency and the City in connection with the activities referred to in this Section 308. The Participant and Owner shall, if requested by the Executive Director of the Agency, place and maintain on the Sites, signs indicating the respective roles of the Participant and the Agency in the Project. The cost of the signs shall be borne by the Agency. 309. Local. State and Federal Laws The Participant and Owner shall perform under this Agreement and carry out their performance under this Agreement, in conformity with all applicable Federal and State laws and local ordinances. PUBL:4419 113191 M338.37 18 310. Anti -Discrimination Pursuant to Sections 33435 and 33050 of the California Community Redevelopment Law, each of the Participant and Owner, for themselves and their successors and assigns, agrees that in the performance under this Agreement, the Participant and Owner will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, ancestry, or national origin. 311. Taxes and Assessments The Participant and Owner shall pay prior to delinquency all real estate taxes and assessments on all of the Sites so long as the Participant or Owner retain any interest therein. Prior to the sale or transfer of the Sites, or any portion thereof, the Participant or Owner shall remove or have removed any levy or attachment made on any of the Sites or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to said sale or transfer. 312. Reporting Requirement Prior to the rental or lease of any dwelling unit on any of the Rental Properties to a tenant, and annually thereafter within thirty (30) days of the anniversary date of such tenant's occupancy, the Participant and Owner 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. 10 and 11. 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 Participant and Owner shall certify that each tenant leasing or renting a unit on any of the Rental Properties is a Qualifying Renter. The Participant and Owner shall obtain an income certification from the tenant of each such unit and shall certify that, to the best of the Participant's and Owner's knowledge, the income of the tenant is truthfully set forth in the income certification form. Reporting by the Participant and Owner 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 Sites that will enable the Agency to make appropriate reports pursuant to Section 33080.4 of the California Health and Safety Code, or alternatively, Participant and the Owner may submit a letter from the Department of Housing and Urban Development certifying compliance by each Qualifying Renter of all Section 8 requirements. The Participant shall verify the income certification of the tenant in one or more of the 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 a dwelling unit on one of the Rental Properties 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 Participant and Owner shall promptly notify the Executive Director if it Selambw 29. 1993/AHA2 vuBt:4419_113191 M338.37 19 has reason to believe that a renter or renters of one or more of its rental units do not qualify as Qualifying Renters. 313. Conditions Precedent to Ownership Assistance As conditions precedent to the provision of any of the Applicable Ownership Assistance for each Ownership Property, the Participant and Owner shall satisfy or shall cause to be satisfied each of the following: 1. The proposed homebuyers shall have a household income not in excess of 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, 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 Participant; 2. The Participant and Owner 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; 3. The spouse of Owner shall duly execute, acknowledge and deposit into escrow the Spousal Waiver; and 4. The Participant and Owner shall not be or have been in default of this Agreement, including without limitation the Attachments hereto. The foregoing constitute the "Conditions Precedent to Ownership Assistance". 314. Conditions Precedent to Rental Assistance. As conditions precedent to the release of the Applicable Rental Assistance for each Rental Property from escrow, the Participant and Owner shall satisfy or cause to be satisfied each of the following: 1. the Promissory Note shall have been executed and deposited with escrow for delivery to the Agency and the Rental Properties Deed(s) of Trust and Request for Notice of Delinquency shall have been executed, deposited in escrow, recorded, and ready for delivery to the Agency, together with title insurance conforming to Section 304 of this Agreement; 2. the Participant shall have obtained approval by the Agency Executive Director or his designee of Income Verifications and the lease for not less than five (5) Rental Properties, and Income Verifications showing the sep=bw 29.19"/AHn2 PUBL:4419_11319 I M338.37 20 renter to be a Qualifying Renter and leases in respect to each additional rental unit in respect to which Rental Assistance is sought; 3. The Rental Properties Deed of Trust shall have a lien position not below third position and a loan -to -value ratio not in excess of eighty-five percent (85%) (including all encumbrances including the Rental Properties Deed of Trust), 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 Participant and Owner shall execute and cause to be recorded the Memorandum of Agreement; 5. the Participant and Owner shall execute and deliver to the Agency the Maintenance Agreement; 6. the Participant 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 Promissory Note; 7. The spouse of Owner shall duly execute, acknowledge and deposit into escrow the Spousal Waiver; and 8. the Participant and Owner shall not be or have been in default of this Agreement, including without limitation the Attachments hereto. The foregoing constitute the "Conditions Precedent to Rental Assistance". 400. USE OF THE SITE 401. Affordable Housine A. Commitment of Units for Affordable Housin¢. The Participant and Owner covenant and agree to make the Designated Ownership Properties available for sale to Qualifying Buyers and the Rental Properties 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 301 and 303 of this Agreement. B. Determination of Purchase Price. The Participant and Owner shall sell all Ownership Properties at an Affordable Housing Cost to Qualifying Buyers. C. Approval of Initial Purchasers. No transfer of an Ownership Property from the Participant or Owner to a purchaser shall occur until the Agency determines that (a) the proposed purchaser intends to occupy the Ownership Property 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 mob. 29. IM/AHA2 pu13L:4419_1 13191 M338.37 21 Property, the Participant and Owner 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 Property, and its gross income. The Participant and Owner 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 Participant's or Owner's original sale of the Ownership Property. The Agency shall approve or disapprove such proposed purchasers within fifteen (15) 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 fifteen (15) day period, unless such time has been extended in writing by the Agency, the proposed purchaser shall be deemed disapproved. D. Agency Loans. The Agency shall loan each Qualifying Buyer in a Very Low Income Household who purchases an Ownership Property directly from the Participant or Owner the Applicable Ownership Assistance, as more particularly provided in Section 302 of this Agreement. 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 Property as may be necessary to avoid situations in which the applicable homebuyer's obligations under the first deed of trust, plus the Agency Loan, plus federal recapture tax, exceed the fair market value of the applicable Ownership Property. The term "federal recapture tax" as used herein shall mean the purchaser's recapture liability, if any, under Section 143(m) of the Internal Revenue Code of 1986 (as amended), provided, however, that for the purposes of complying with this paragraph, the recapture amount shall not be reduced pursuant to Section 143(m)(5), and provided further that if the Agency's loan is repaid but no "disposition" is occurring (as such term is used in said Section 143(m)), then gain shall be determined as if the Ownership Property was being sold for its fair market value. E. Rental Units 1. Selection of Tenants. The Participant shall, either itself or through its agent, Owner, maintain all of the Rental Properties and restrict the occupancy of such units to Very Low Income Households. As specified hereinbelow, Participant and Owner shall demonstrate to the satisfaction of the Agency that the proposed tenants of the Affordable Units are Qualifying Renters. Prior to the rental or lease of an Affordable Unit to a tenant, and as set forth in Section 403, the Participant and Owner shall require the tenant to execute a written lease and to complete an Income Verification certifying that the tenant(s) occupying the Affordable Unit is/are Qualifying Renters and meet(s) the eligibility requirements established for the Affordable Unit. The Participant and Owner 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. The procedures to be followed by the parties in respect to the Applicable Rental Assistance are generally as follows: September N, IM/AHA2 KML:4419_113191 W338.37 22 Step 1: Participant or Owner, as the case may be, enters into a lease agreement with a Section 8 certified tenant. Step 2: Participant submits the following information to the Agency: A) Copy of executed lease. B) Copy of Public Housing Authority approval. C) Copy of Tenant Section 8 Certification. D) Copy of Move -In Inspection Checklist. E) Projected 12-month cash flow statement for the subject property. F) Preliminary Title Report for subject property. G) Verification of Mortgage balance and property taxes. H) Copy of escrow instructions to be reviewed and signed by Agency. 1) Income Verification. Step 3: Agency reviews, makes appropriate changes to, and approves documentation. (Anticipated time frame: 10 days from receipt) Step 4: Agency deposits in Escrow the prescribed loan amount along with the signed escrow instructions. (Anticipated time frame: 3 days from approval of loan documents) Step 5: Participant or Owner signs Promissory Note and Participant or Owner sign the Rental Properties Deed of Trust for the subject property in favor of the Agency along with escrow instructions. (Within three (3) days after delivery of Agency approval of loan documents) Step 6: Escrow shall record the Deed of Trust, the title insurer will issue a title policy to the Agency, and escrow will issue a check to Participant and forward the signed Promissory Note to Agency. The Participant and Owner acknowledge that the anticipated time frames as set forth above in this Section 401 are estimates, only, and that the time taken to complete those tasks may differ from those set forth above in this Section 401. Escrow fees shall be evenly shared by the parties. Any costs for title insurance with respect to the Rental Properties Deed of Trust shall be borne by the Agency. For purposes of satisfying the requirement that all of the dwelling units on the Rental Properties 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 cease to be an affordable unit. The Participant and Owner shall replace such unit by making available as an affordable unit another unit owned by September 29. IM/AHA2 nmL:4419 113191=338.37 23 the Participant and Owner at rent which is Affordable Rent to a Qualifying Renter for the remainder of the Rental Period. The Participant and Owner shall give notice to the Agency of the vacancy of each and any rental unit from the Rental Properties. The Agency may, but is in no way obligated to, notify prospective tenants of such vacancy. The Participant shall not be required to lease such affordable units to a tenant referred by the Agency, but the Participant or Owner shall accept or reject any such tenant based solely upon lawful and reasonable evaluation criteria. 2. 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. THE PARTICIPANT AND OWNER UNDERSTAND AND KNOWINGLY AGREE THAT THE MAXIMUM RENTAL FOR THE AFFORDABLE UNITS ESTABLISHED BY THIS AGREEMENT AS AN AFFORDABLE RENT IS NOT NECESSARILY EQUAL TO THE FAIR MARKET RENT FOR THE AFFORDABLE UNITS, AND MAY BE SUBSTANTIALLY BELOW THE FAIR MARK T RENT. Participant Initials- Owner Initials: 3. ecords and Program Compliance. Participant and Owner shall maintain on file the tenant(s) executed Income Verification(s) and all rental records for the Rental Properties. The Participant or Owner 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. If any rental unit is no longer subject to Affordable Rent restrictions, such documentation shall state the date of such cessation and the reason therefor and shall specify whether a replacement affordable unit has been designated. Participant and Owner shall permit the Agency at any time during normal business hours to inspect Participant's or Owner's records in connection with the operation of the Rental Properties. The Participant and Owner covenant and agree for their 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 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, hospital, nursing home, sanitarium or rest home. Neither Participant nor Owner shall 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. 4. Failure to Comply. In the event the Participant or Owner maintains less than all of the Rental Properties available at Affordable Rent to Qualifying Renters, the Participant or Owner shall be in noncompliance with this Agreement. In the event the Participant or Owner remains in noncompliance for more than ninety (90) days, then the Participant or Seplembx 29. IMIAHA2 MBL:4419 113191 BM38.37 24 Owner shall, without necessity of demand therefor by the Agency, repay the Agency the Applicable Rental Assistance; and the Agency shall have additional remedies pursuant to this Agreement, including without limitation the Maintenance Agreement. F. Subordination. Participant intends to obtain a commitment from one or more institutional lenders to provide primary and secondary mortgage financing to facilitate the acquisition by Qualifying Buyers to purchase the Ownership Properties. Such financing will not be available unless offered on terms and conditions acceptable to Fannie Mae. If required by Fannie Mae, the Agency agrees to subordinate the Resale Restriction Agreement and Option to Purchase, and the Property Covenants, to a first deed of trust which secures loans of an amount not to exceed ninety-five percent (95 %) of the applicable Maximum Purchase Price, and which loan is by an institutional lender at a fixed rate of less than ten percent (10%) (or such other rate as the Executive Director shall confirm reflects current market conditions). The Agency further agrees, subject to satisfaction of the Conditions Precedent for Ownership Properties, to execute the Subordination Agreement together with such similar documentation consistent with this Section 401F as Fannie Mae may require. G. Covenants to Remain Affordable. Prior to the conveyance of each of the Ownership Properties to the Qualifying Buyers, the Participant and Owner shall execute and record the Property Covenants in the Official Records of Riverside County, California, which shall provide all of the following: 1. Each Ownership Property shall be owner -occupied and the owner shall be a Qualifying Buyer and each Ownership Property shall only be conveyed at an Affordable Housing Cost to a Qualifying Buyer; 2. Prior to any transfer of any portion of the Ownership Property, the Owner shall submit to the Agency a request for approval of the proposed transferee and the Agency shall determine if the proposed transferee is a Qualifying Buyer, and if so shall approve the proposed transferee; 3. 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 Property; 4. The owner(s) of any portion of the Ownership Property shall properly maintain the buildings, landscaping and yard areas on such portion of the Ownership Property 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; 5. The Property Covenants 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 Property Covenants relate; and 6. The Property Covenants shall be binding for a period terminating upon the expiration of the Affordability Period. Sepimber 29, 19"/AXA2 PUB.:4419_11319 1 B2338.37 25 To the extent permissible under applicable law, the Agency shall permit sales of the Ownership Property prior to the expiration of the term of the Property Covenants for a price in excess of an Affordable Housing Cost, provided that the seller of the Ownership Property 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 401(G) 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 401(G) 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 401 is intended to be severable. In the event any term or provision of this Section 401 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 401, which terms and provisions shall remain binding and enforceable. H. Marketing. The Participant and Owner shall market the Ownership Properties first to Existing Occupants, and thereafter, if necessary, to persons who live and work within the City, through communication with employers within the City, to the extent permitted by law. 402. Use In Accordance with Redevelopment Plan: Nondiscrimination 1. The Participant and Owner covenant and agree for themselves, their successors, their assigns, and every successor in interest to the Sites or any part thereof that the Participant and Owner and such successors and assignees, shall devote the Sites only to those uses specified or permitted in the Redevelopment Plan, if the Sites are within a redevelopment area, and this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. Each of the Participant and Owner covenant 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 Sites, nor shall the Participant itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Sites. The foregoing covenants shall run with the land. Agency Initials: Participant Initials: Owner Initials: spew 29. 1"31AHA2 PUBL:4419_113191=38.37 26 The Participant and Owner shall refrain from restricting the rental, sale or lease of the Sites 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." 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 Sites, together with any property acquired by the Participant or Owner pursuant to this Agreement, or any part thereof. The covenants against racial discrimination shall remain in effect in perpetuity. 403. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction bw 29. IM/AHA2 PusL:4419_113191 M338.37 27 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 Sites. 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 bepeficiaries of this Agreement and covenants may be entitled. 404. Maintenance of the Ownership Properties The Participant and Owner shall maintain the improvements on the Sites in conformity with the La Quinta Municipal Code and shall keep the Sites free from any accumulation of debris or waste materials. The Participant and, Owner shall also maintain the landscaping required to be planted on the Sites in a healthy condition. If, at any time, Participant 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 Participant and Owner shall pay such costs as are reasonably incurred for such maintenance. Upon the sale of each Ownership Property by the Participant or Owner to Qualifying Buyers, Participant's or Owner's obligations to the Agency with respect to such sold Properties under this Section 404 shall terminate. 405. Best Efforts to Sell Ownership Properties The Participant and Owner agree to exercise best efforts consistent with prudent business practices to sell all of the Ownership Properties as soon as practical. The Participant and Owner agree that the Ownership Properties shall not be leased by the Participant and Owner or any parry related to the Participant or Owner without the prior written approval of the Agency. 500. DEFAULTS AND REMEDIES 501. Defaults — General Failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. A parry claiming a default shall give written notice of default to the other party, specifying the default complained of and the actions required to correct such default. The claimant shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt of such notice, immediately and with due diligence seo mew ". 1M/AHA2 PUBt:4419_113191 W338.37 28 commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy as soon as reasonably practicable thereafter. 502. Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 501, either party may seek specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of Riverside County, California, in an appropriate municipal court in that county, or in the Federal District court in the Central District of California. 503. Annlicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 504. Acceptance of Service of Process In the event that any action is commenced by the Participant or Owner against the Agency; service of process on the Agency shall be made by personal service upon the Executive Director of the Agency or in such other manner as may be provided by law. In the event that any action is commenced by the Agency against the Participant or Owner, service of process on the Participant or Owner, if applicable, shall be made by personal service upon any partner or officer or director of the Participant or Owner and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. Service of any of the foregoing natural persons accomplished by or on behalf of the Agency shall be deemed to effect service on all of the Participant and Owner. Owner irrevocably designates the Participant as agent to receive process on its behalf, and service upon Owner may be effected by service upon the Participant which designates Owner as the entity being served, as well as by any other means to effect service of process as may be authorized by law. 505. Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 506. Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. sepUmeer ". IM/AH ►z mBL:4419 113191 M338.37 29 507. Damages. If any party defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the other parties. If the default is not cured within thirty (30) days after service of the notice of default as set forth in Section 501, the defaulting party shall be liable to the other parties for any damages caused by such default, except as provided in Section 202 and 510 herein. 508. Specific Performance Subject to the applicable cure provisions contained in Section 501 herein, if any party defaults under any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the other parties. If the default is not cured by the defaulting party within thirty (30) days of service of the notice of default, or such other time limit as may be set forth herein with respect to such default, a non -defaulting party at its option may thereafter (but not before) seek specific performance of terms of this Agreement in accordance with Section 502 herein. and: 509. Termination by the Participant and Owner In the event that the Participant and Owner are not in default of the Agreement (a) The Agency is in default of the Agreement and has not cured or commenced to cure such default within the time period set forth in Section 501 hereof then, subject to the applicable cure provisions contained in Section 501 herein, at the option of the Participant and Owner, thirty (30) days after written notice thereof is delivered to the Agency, all provisions of this Agreement shall terminate and be of no further force and effect. Thereafter, neither the Agency nor the Participant nor Owner shall have any further rights against or liability to the other with respect to this Agreement. 510. Termination by the Agency In the event that the Agency is not in default of this Agreement and: (a) The Participant (or any successor in interest) or Owner assigns or attempts to assign the Agreement or any rights therein or in the Sites in violation of this Agreement; or (b) There is a change in the ownership of the Participant, contrary to the provisions of Section 107 hereof; or (c) The Participant or Owner does not submit certificates of insurance documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor and such mob► 29. IM/AHA2 PUBLA419_11319I M338.37 30 default or failure shall not be cured within thirty (30) days after the date of written demand therefor by the Agency; (d) The Participant or Owner fail to satisfy the Conditions Precedent to Ownership Assistance by the time established therefor in this Agreement; or (e) The Participant or Owner fail to satisfy the Conditions Precedent to Rental Assistance by the time established therefor in this Agreement; or (f) The Participant or Owner are otherwise in default under this Agreement and have not cured or commenced to cure such default within the time period set forth in Section 501 herein; then, at the option of the Agency, thirty (30) days after written notice thereof is delivered to the Participant or Owner, this Agreement shall be terminated, and thereafter no party shall have any further rights against any other party under this Agreement. 600. GENERAL PROVISIONS 601. Notices. Demands and Communications Among the Parties Written notices, demands and communications between the Agency, the Participant and Owner shall be sufficiently given if delivered by hand or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency, Owner and the Participant at the addresses specified in Sections 103 and 104, respectively. In addition to the foregoing, Owner irrevocably designates the Participant as authorized to receive notices on behalf of Owner, and notice given to the Participant shall be deemed to have been given to Owner as well as the Participant. Such written notices, demands and communications may be sent in the same manner to such other addresses as either parry may from time to time designate by mail as provided in this Section 601. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the date actually received or the third day from the date it is postmarked if delivered by registered or certified mail. 602. Conflicts of Interest No member, official, employee or agent 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. scombw 29. IM/AHA2 ruBLA419_113191 M338.37 31 603. Time of the Essence Time is of the essence as to each and every provision of this Agreement. 604. Non -Liability of Officials and Employees of the Agency No member, official, employee or agent of the Agency or the City shall be personally liable to the Participant, the Owner, or any successor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Participant or its successors, or the Owner or its successors or on any obligations under the terms of this Agreement. 605. Obligations Joint and Several Notwithstanding any provision of this Agreement to contrary effect, wherever in this Agreement, including without limitation the Attachments hereto, there is an obligation, duty, or liability of the Participant, or Owner, each of the Participant and Owner shall be jointly and severally liable without regard to the manner by which such obligations, duty, or liability is set forth. 606. Entire Agreement, Waivers This Agreement is executed in four (4) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 33 and Attachment Nos. 1 through 17, which Attachments are incorporated herein by reference, 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 between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. As of the date this Agreement is presented for consideration by the Agency, Assembly Bill 1290 ("AB 1290") is pending. Among its various provisions, AB 1290 contains certain language relating to activities of redevelopment agencies to make housing available as more particularly provided in Section 33413(b) of the California Health & Safety Code ("Section 33413[b]"). In the event AB 1290 is passed in its current form or an amended form the parties will meet and consult in good faith and discuss whether there are amendments which might be undertaken to this Agreement in order that the Agency might further pursue the aims and objectives of Section 33413(b). All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency, the Participant and Owner, and all amendments hereto must be in writing by the appropriate authorities of the Agency, the Participant and Owner. 607. Executive Director to Act on Behalf of Agency Unless the context of this Agreement or applicable law requires otherwise, anytime this Agreement provides for action to be taken by the Agency, such action may be taken by the Executive Director of the Agency on behalf of the Agency. PUBL:4419_113191=339.37 32 700. TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Participant and Owner and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days of such execution and delivery by the Participant and Owner or this Agreement shall be void, except to the extent that the Participant and Owner shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. IN WITNESS WHEREOF, the Agency, Owner and the Participant have signed this Agreement on the respective dates set forth below. Dated: 1© ciO , 1993 Dated: %O " /8 , 1993 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By Chairman "AGENCY" COACHELLA VALLEY LAND, a limited partnership Dated: , 1993 By: Its: WILLIAM J. CUSACK Pe Dated: f 10 , 1993 "PARTICIPANT" &4 etle� J. Cusack "OWNER" bw ". IM/AHA2 KmL:4419 113191 M338.37 33 ATTACHMENT NO. 1 DESCRIPTION OF OWNERSHIP PROPERTIES [To Be Inserted; separately identify those Ownership Properties title to which is held by the Participant or Owner] August 16, 1993/AHA2 PUBL:4422_113191 M338.02 1-1 ATTACHMENT NO. 2 DESCRIPTION OF RENTAL PROPERTIES [To Be Inserted; separately identify those Ownership Properties title to which is held by the Participant or Owner] August 16, 1993/AHA2 PUBL:4422_113191B2338.02 2-1 ATTACHMENT NO. 3 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) NOTE 19_ , 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) Pro e . 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. (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. August 16, 1993/AHA2 Puat.:4422_1 1 319 1 82338.02 3_ I (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. 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 August 16, 1993/AHA2 PUBL:4422-113191 M38.02 3-2 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 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. August 16, 1993/AHA2 PueLA422_113191 M338.02 3-3 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. BORROWERS BORROWERS BORROWERS. August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 3-4 EXHIBIT A REAL PROPERTY DESCRIPTIONS [To Be Attached] August 16, 1993/AHA2 PUBL:4422_113191B2338.02 3_5 ATTACHMENT NO. 4 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 (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 1. 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) "A,pnraiser" 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.). August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 4-1 (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. (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 "includine" 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) "Optionee" means the party 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 for as long as possible. August 16, 1993/AHA2 PUBL:4422_113191B2338.02 4_2 (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: 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 August 16, 1993/AHA2 Puat.:4422_113191 M338.02 4-3 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; 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 August 16, 1993/AHA2 PuRL:4422_1 13191 B2338.02 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 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 CVL 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 August 16, 1993/AHA2 PUBL:4422_113191B2339.02 4-5 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 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 Il(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 U 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, August 16, 1993/AHA2 eust.:4422_113191 B2338.02 4-( in the event of foreclosure or transfer by deed in lieu of foreclosure, the provisions of Section 13 of this Agreement shall govern. 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 August 16, 1993/AHA2 PUBLA422_113191 M338.02 4-7 distributed remaining after payment of encumbrances on the Residence shall be distributed as follows: 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. August 16, 1993/AHA2 PUBLA422_113191 B2338.02 4-8 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. 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 parry'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. Running 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 August 16, 1993/AHA2 PUBLA422_113191B2338.02 4-9 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. 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 By: Executive Director of the Agency "AGENCY" Attest: Agency Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) "OWNER" August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 4-10 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: August 16, 1993/AHA2 PuaLA422_113191 M338.02 4-1I ATTACHMENT NO. 5 PROMISSORY NOTE .11 1�1�1 La Quinta, California FOR VALUE RECEIVED, COACHELLA VALLEY LAND, a Limited Partnership ("Participant") and WILLIAM J. CUSACK ("Owner") (collectively, "Makers"), 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 Six Hundred Thousand Dollars ($600,000) (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 Affordable Housing Agreement by and among Makers and the Holder, dated as of ' , 1993 (the "Agreement"). 1. Disbursements. The Note Amount shall be disbursed pursuant to Section 304 of the Agreement. The record of such disbursements shall be recorded from time to time by the Agency Executive Director or his designee on Exhibit A to this Promissory Note. 2. Interest Rate. Simple interest shall accrue on the Note Amount from the date of disbursement at the rate of ten percent (10 %) per annum, but in no event greater than the maximum interest rate permitted by law and provided further that the interest rate shall be subject to adjustment (reduction below 10%, but not increase above 10%) based upon the first deeds of trust, as more fully provided in Section 304. 3. Due Date. The principal amount of the Note Amount shall be payable in increments of Twenty Thousand Dollars ($20,000) upon the sale of each of the Rental Properties (as defined in the Agreement) until the Note Amount is paid in full. In addition, 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 which is not cured within the time set forth in Section 501 of the Agreement and, if not sooner paid in full, (ii) on the fifth (5th) anniversary of the date first above written. 4. 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 2 hereof, at any time prior to the due date of the Note Amount without penalty. August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 5-1 5. 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. 6. Securijy. This Note is secured by a Deed of Trust by and between Makers, as trustor, and Holder, as beneficiary (the "Rental Properties 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 Makers. 8. Makers Assignment Prohibited. In no event shall Makers 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, 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. August 16, 1993/AHA2 PUBL:4422_113191B2338.02 5-2 COACHELLA VALLEY LAND, a Limited Partnership Dated: , 1993 By: Its: Dated: , 1993 By: Its: WILLIAM J. CUSACK Dated: , 1993. William J. Cusack "MAKERS" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Dated: , 1993 By: Executive Director "HOLDER" ATTEST: Agency Secretary August 16, 1993/AHA2 Puel.:4422_1 1 319 1 B2338.02 5_3 EXHIBIT "A" DISBURSEMENT RECORD Acknowledgement of Disbursement Amount Date Receipt of Maker 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. August 16, 1993/AHA2 PUBL:4422_113191 M338.02 5-4 ATTACHMENT NO. 6 RENTAL PROPERTIES 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 COACHELLA VALLEY LAND, a Limited Partnership and WILLIAM J. CUSACK, a married man as his sole and separate property, collectively herein called TRUSTOR, whose address is 74-225 Highway 111, Suite C, Palm Desert, California 92261, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, 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 $ 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, August 16, 19931AHA2 PUBt.:4422_1 13191 B2338.02 6-1 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. 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. August 16, 1993/AHA2 PUBl.:4422_1 1 319 1 B2338.02 6-2 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) COACHELLA VALLEY LAND, a Limited Partnership By: Its: By: Its: William J. Cusack August 16, 1993/AHA2 PUBL:4422_113191 M338.02 6-3 EXHIBIT "A" TO ATTACHMENT NO. 6 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 COACHELLA VALLEY LAND, a Limited Partnership and WILLIAM J. CUSACK, a married man as his sole and separate property, collectively 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. Affordable Housing Agreement. On , 199_, Trustor and Beneficiary entered into that certain "Affordable Housing Agreement" ("AHA") by and among 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 Sections 303, 304 and 305 of the AHA, the Deed of Trust shall also secure performance of the entire AHA by Participant and Owner as defined in the AHA (collectively, "Promisors"), and upon default by Promisors of any term or provision of the AHA, and failure to cure within the prescribed time period(s) set forth in the AHA, 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. COACHELLA VALLEY LAND, a Limited Partnership By: Its: By: Its: William J. Cusack August 16, 1993/AHA2 PUBt.:4422_1 13191 B2338.02 (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 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): Tttie (s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Nante(s) of person(s) or entity(ies) August 16, 1993/AHA2 PuBL:4422_113191B2338.02 ATTACHMENT NO. 7 MAINTENANCE AGREEMENT This Maintenance Agreement ("Maintenance Agreement") is entered into as of the day of , 1993, by and among Coachella Valley Land, a Limited Partnership (the "Participant"), William J. Cusack, a married man ("Owner") and the La Quinta Redevelopment Agency, a public body, corporate and politic (the "Agency"). WHEREAS, the Agency, the Participant and Owner have entered into that certain Affordable Housing Agreement dated as of (the "AHA"), which provides for the maintenance of the Rental Properties for rent to Qualifying Renters at Affordable Rents; WHEREAS, the AHA also provides that the Rental Properties, including without limitation the improvements thereon, are to be maintained by the Participant and Owner, and provides that certain remuneration is to be provided by the Agency to the Participant in connection therewith; WHEREAS, the AHA is incorporated herein by this reference and any capitalized term not defined herein shall have the meaning established therefor in the AHA; and WHEREAS, the Participant and Owner are the owners of the Rental Properties; NOW, THEREFORE, the Participant and Owner agree 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. "Cites" 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. August 16, 1993/AHA2 PUBL:4422_113191 W338.02 7-1 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 AHA: 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 AHA. The Participant or Owner 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 Participant and Owner. The Participant and Owner 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 through Cusack Realty, Inc. dba Cusack & Associates ("Cusack") 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 Participant and Owner shall maintain the interior of buildings, including carpet, drapes, and paint, in clean and habitable condition in conformity with all applicable laws. 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 August 16, 1993/AHA2 PUBt.:4422_113191 M38.02 7-2 such defacing marks shall be cleaned or removed within a reasonable period of time as set forth herein. a. Front and Side Exteriors. The Participant and Owner 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 Participant and Owner 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 Participant or Owner. 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 Participant'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 Participant and Owner to rebuild, repair or reconstruct 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 Participant or Owner 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 Participant and Owner 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. Section 7. Lang Term Property Management of the Rental Properties. During the Qualified Project Period defined and described in the Agreement affecting the Rental Properties, the Participant shall obtain the approval of the Agency for any and all changes in the property manager or property management of the Rental Properties. August 16, 1993/AHA2 rueL:4422_113191 BM38.02 7-3 ARTICLE IV COMPENSATION Section 1. Remuneration Payable. The amounts payable by the Agency to the Participant with respect to the Rental Properties shall be that amount determined pursuant to Exhibit "A" to this Maintenance Agreement. Payment shall be made once per month, thirty (30) days in arrears; provided that the Agency may elect to refrain from making payment pursuant to this Section 1 with respect to any Rental Property and period of time as to which the Participant is in default of the AHA or this Maintenance Agreement. No other payments shall be made by the Agency pursuant to this Maintenance Agreement. ARTICLE V 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. Rights of the City. 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: a. The City has the right to enforce all of the provisions of this Maintenance Agreement. 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 Participant hereunder. Section 5. Removal of the Participant. In the event the Agency is dissatisfied with the services provided pursuant to this Maintenance Agreement, it can, upon first giving forty-five August 16, 1993/AHA2 PUBt.:4422_113191 B2338.02 7-4 (45) days' written notice and an opportunity to cure, either (i) terminate this Maintenance Agreement, but the AHA (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 Participant and Owner, which charges shall be paid by Participant and Owner 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 Rental Property(ies) for all such charges incurred by Agency in performing such maintenance. If the Agency desires to terminate this Maintenance Agreement and have an entity other than the Participant or Owner perform property maintenance on the Rental Properties, the Agency shall first consult with the Participant or Owner 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 VI DURATION This Maintenance Agreement shall remain in effect until [insert date which is fifth anniversary of date first above written] 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 AHA. Section 2. Amendments. This Maintenance Agreement may only be amended by the written agreement of the Participant and the Agency and the City. Section 3. 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, August 16, 1993/AHA2 PUBL:4422_113191 M338.02 7-5 addressed to any person being served such notice in the manner set forth in Section 601 of the AHA. Dated: , 1993. Dated: l0 —/ o , 1993. Dated: /D / , 1993. August 16, 1993/AHA2 PUBL:4422_11319IB2338.02 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Executive Director COACHELLA VALLEY LAND, a Limited Partnership By: L Willi J. Cusack, General Partner WILLIAM J. CUSACK By: C_ Willi ). Cusack W EXHIBIT "A" TO ATTACHMENT NO. 7 (Maintenance Agreement) The parties to the Maintenance Agreement have agreed that, but for this Maintenance Agreement, the remuneration which would be realized by the Participant or the Owner from the Rental Properties wuuid cwt cunstitutc a return adequate to induce the Participant or Owner to cause the Rental Properties to continue to be rented to Qualifying Renters at Affordable Rent. Ac Part of the inducement for the Owners to make the Rental Properties available to Qualifying Renters at Affordable Rents as more particularly provided in the AHA, the Agency agrees to absorb a portion of the costs of the Owners to maintain the Rental Properties, in an amount equal to the lesser of (i) One Hundred Sixty -Seven Dollars ($167.00) per each of the Rental Properties per month, provided that the foregoing shall apply only to units occupied by Qualifving Renters pursuant to the AHA, or (ii) the "Cumulated Shortfall", as defined below. The Owners have provided the Agency with a pro forma for the Rental Properties, which is attached hereto as Exhibit "B" (the "Rental Pro Forma"). The Rental Pro Forma indicates that the revenues to be realized by the Participant and the Owner in respect to the rental of the Rental Properties will fall short of satisfying the costs which will be incurred by the Participant and U-ic Owner in respect to such Rental Properties; the foregoing difference has been determined without regard to any costs to the Participant and the Owner or payments which are to be made by the Participant and the Owner to the Agency in satisfaction of the loan of the Applicable Rental Assistance pursuant to the AHA. The difference between the costs identified in the Rental Pro Forma ("Allowable Costs") and "Revenues" shall be determined separately with respect to each of the Rental Properties. "Revenues" shall mean any revenues, remuneration, or compensation of any kind including without limitation amounts payable, received or receivable in respect to the corresponding Rental Property. The sum of the differences for all of the Rental Properties, including any instances in which Revenues meet or exceed Allowahle Costs, shall be computed on a monthly basis by the Agency Executive Director or his designee fifteen (15) days following the submittal by the Owners of a statement of Revenues and Allowable Costs in respect to each full calendar month during such time as the Agreement remains in effect in respect to the Rental Properties, which shall continue in effect t:ntil no later than the fifth (5th) anniversary of the approval of the AHA by the Agency. The Agency shall have the right to audit the business records of the Participant and the Owner for the purposes of this Agreement, utilizing an accountant or accounting firm of the Agency's choosing. In the event such audit determines that the payments to the Participant or Owner by the Agency pursuant to this Maintenance Agreement have exceeded by three percent (3 %) or more those which the Participant or Owner should have rmcivctl pursuant to this Maintenance Agreement, the cost of the audit shall be borne by the Participant and Owner. Otherwise. the cost of such audit shall be borne by the Agency. September 29. 19931AHA2 Pu8L:4422_113191 E-338.02 7_7 EXHIBIT "B" TO ATTACHMENT NO. 7 (Maintenance Agreement) [To Be Inserted; Pro Forma should be annotated to the effect that the management charges per the Pro Forma shall not exceed 9% of revenues from the units.] August 16, 1993/AHA2 PUBL:4422_113191B2338.02 7-8 ATTACHMENT NO. 8 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY 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 , 1993, in Book _, Page _, Official Records of Riverside County, California, and describing land therein as See Exhibit A attached hereto executed by , 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. Robert L. Hunt, Executive Director Date August 16, 1993/A IA2 PUBLA422_113191 M338.02 8-1 EXMBIT A LEGAL DESCRIPTION [To Be Inserted] August 16, 1993/AHA2 PUBL:4422_113191B2338.02 8A-1 State of California ) ) ss. County of Riverside ) On August _, 1993, before me, (name, title of officer, e.g., Jane Doe, Notary Public") personally appeared Robert L. Hunt (name(s) of signer(s)) ❑ personally known to me —OR- 0 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 0P770NAL.) ❑ Individual ❑ Corporate Officer(s): ❑ Partner(s): ❑ General ❑ Limited ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ® Other: Executive Director Signer is representing: La Ouinta Redevelo ment Agency Kopf persons or entity tes 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 August 16, 1993/AHA2 PUBL:4422_11319IB2338.02 8A-2 State of California ) ss. County of ) On August ,, 1993, before me, (name, title of officer, e.g., Jane Doe, Notary Public") personally appeared (name(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: (7his section is OP77ONAL.) ❑ Individual ❑ Corporate Officer(s): ❑ Partner(s): ❑ General ❑ Limited ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator o Other: Signer is representing: name o persons or entity ies 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 August 16, 1993/AHA2 Pust.:4422_1 1 319 1 B2338.02 8A-3 State of California ) ss. County of ) On August _, 1993, before me, (name, title of officer, e.g., Jane Doe, Notary Public") personally appeared (name(s) of signer(s)) ❑ personally known to me —OR- 0 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) (7his section is OPTYONAL.) Signer is representing: name o persons or ennrytes 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 August 16, 1993/AHA2 PUB1.:4422_1 1 319 1 B2338.02 8A-4 ATTACHMENT NO. 9 PROPERTY COVENANTS 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 (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 , 1993. 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 Affordable Housing Agreement (the "Housing Agreement") entered into by and among (i) the Agency, (ii) Coachella Valley Land, a Limited Partnership ("CVL"), and (iii) William J. Cusack ("Owner") dated as of , 1993, a copy of which is on file with the Agency as a public record. Pursuant to the Housing 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 purchase of the Property, have an income not in excess of 120 % of areawide median income. 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. C. The Housing 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 Housing Agreement. References to "Attachments" shall refer to attachments to the Agreement. August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 9-1 D. The Community Redevelopment Law (California Health and Safety Code 33000 et se .) 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 unit 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 Housing Agreement. The Affordability Restrictions, the Housing 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 percent (80%) of the Median Income, thirty percent (30%) of Seventy Percent (70%) of the Median Income; and 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. August 16, 1993/AHA2 PUBL:4422_113191 BM38.02 9-2 (c) The covenant contained in this Section 1 shall run 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 6 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 6 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 Property. 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 Housing 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 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 August 16, 1993/AHA2 PUBLA422_113191 M338.02 9_3 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, 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: August 16, 1993/AHA2 PUBL:4422_113191 M338.02 9-4 "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; 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; August 16, 1993lAHA2 PUBL:4422_1 1 319 1 B2338.02 9-5 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. 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 Housing Agreement, as set forth in greater detail in the "Buyer Disclosure", which is Attachment No. 13 to the Housing Agreement. In order for the capital improvements to be 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 6, and shall be mailed or delivered to the La Quinta Redevelopment Agency, Attention: Executive Director, as more fully set forth in Section 10 hereof. 7. 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. August 16, 1993/AHA2 PUBL:4422_1 1 319 1 B2338.02 9-6 8. 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. 9. 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. 10. 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: Covenantor: Iinsert 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. August 16, 1993/AHA2 ruet.:4422_113191 B2338.02 9-7 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. 11. 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. 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 By: Its: "COVENANTEE" ATTEST: Agency Secretary By: Its: By: Its: "COVENANTOR" or "BUYER" August 16, 1993/AHA2 PUBL:4422_1 13191 B2338.02 9-8 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): Titles) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Names) of person(s) or entity(ies) August 16, 1993/AHA2 vust.:4422_113191B2338.02 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): 7itle(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Name(s) of person(s) or entity(ies) August 16, 1993/AHA2 PUBt.:4422_1 13191 B2338.02 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [To Be Inserted] August 16, 1993/AHA2 PUBL:4422_113191 M338.02 9A-1 1. 2 0 4. Project Location: Property Owner's Name: Property Address: Number of Bedrooms: 5. Monthly Payment: 6. Number of Occupants: Certification of Income Part I -- General Information Part II -- Unit Information 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 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 August 16, 1993/AHA2 PUBL:4422-113191 M338.02 9B-I 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 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: (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 August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 9B-2 (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) - (f) 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 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 August 16, 1993/AHA2 PUBLA422_113191 M339.02 9B-3 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 U 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 August 16, 1993/AHA2 PusL:4422_1 1 319 1 B2338.02 9B-4 ATTACHMENT NO. 10 INCOME VERIFICATION LA QUINTA REDEVELOPMENT AGENCY RENTER OCCUPIED UNIT 1. Property Owner: Address: Street City Zip Telephone: 2. Tenant Information: Property Address: Head of Household Name: Age: Estimated Annual Gross Income: Employer: Address: Annual Gross Income for Prior Year (1992): 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 The following items as listed as items A or B below should be attached to this application: August 16, 1993/AHA2 PUBL:4422_11319 ( M338.02 10-1 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 Date Rosenow Spevacek Group Attention: Nancy Madrid 540 North Golden Circle, Suite 305 Santa Ana, California 92705-3914 Signature Signature August 16, 1993/AHA2 PuRL:4422_113191B2338.02 10-2 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 August 16, 1993/AHA2 WSLA422_113191 M338.02 10_3 ATTACHMENT NO. 11 CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE The undersigned, , being duly authorized to execute this certificate on behalf of Coachella Valley Land, a Limited Partnership, and William J. Cusack, on his own behalf, hereby represents and warrants that: 1. He/she has read and is thoroughly familiar with the provisions of the Affordable Housing Agreement ("Agreement") by and among the La Quints Redevelopment Agency (the "Agency"), Coachella Valley Land, a Limited Partnership (the "Participant"), and William J. Cusack, a married man ("Owner") 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) or (ii) 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 Participant or Owner, 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: , 1993 Dated: , 1993. COACHELLA VALLEY LAND, a Limited Partnership 0 WILLIAM J. CUSACK 0 William J. Cusack August 16, 1993/AHA2 Pust.:4422_113191 M338.02 11-1 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): 7Itle(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Name(s) of person(s) or entiry(ies) Augun 16, 1993/AMA2 PUBL:4422_113191 BM38.02 11-2 ATTACHMENT NO. 12 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 (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 1993 by and among the La Quinta Redevelopment Agency, a public body, corporate and politic (the "Agency"), and ("Owner") and ("Lender"). RECITALS A. Owner and the Agency have entered into a certain Resale Restriction Agreement and Option to Purchase dated , 19_ (the "Agreement") pursuant to which the Owner 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 is subordinated to the First Deed of Trust. D. The Agency has found and declared, by Resolution No. , dated 1993, 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. August 16. 1993/AHA2 PUBLA422_11319182338.02 12-1 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 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, 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 Owner. In accordance with the conditions set forth in this Subordination, the Agency and the Owner 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. 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 party shall be entitled to recover from the nonprevailing party all of its reasonable expenses, including, without limitation, reasonable attorneys' fees. Auguirt 16. 1993/AHA2 PusL:4422_1 1 319 1 B2338.02 12-2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. ATTEST: By: Secretary APPROVED AS TO FORM LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Executive Director (LENDER) By: Its: (OWNER) U3 Its: "AGENCY" "LENDER" "OWNER" August 16. 1993lAHA2 PUBt.:4422_113191 W338.02 12-3 EXHIBIT A DESCRIPTION OF PROPERTY [To Be Inserted] August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 12-4 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 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 Cl Corporate Officer(s): Tttle(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Name(s) of person(s) or entity(ies) August 16, I993/AHA2 eusL:4422_113191 B2338.02 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:Aithough 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): Tttle(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Names) of person(s) or entiry(ies) August 16, 1993/AHA2 PUBL-.4422_ 113191 B233 8.02 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): Tide(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Names) of person(s) or entuy(ies) August 16, 1993/AHA2 PUst.:4422_113191132338.02 ATTACHMENT NO. 13 BUYER DISCLOSURE Creditor: LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, California 92253 Borrower: Itemization of Amount Financed [ ] I want an itemization. Your Payment Schedule Will Be: You have the right to receive at this time an itemization of the Amount Financed. [ ] I do not want an itemization. Number of Amount of Payments Payments When Pgyments 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) 1993, 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: You are giving a security interest in the home you are purchasing which is located at , La Quinta, California Filing Fees: $ Non -Filing Insurance: $ August 16, 1993/AHA2 PUBt.:4422_113191 M339.02 13-1 Late Charge: If a payment is late, you will be charged $ / payment. Prepayment: If you pay off early, you [X] 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. W 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] 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 August 16, 1993/AHA2 PUBL:4422_1 13191 B2338.02 13-2 any Qualified Capital Improvements to the Property. This does not necessarily indicate how your house will appreciate in the future. Example No. 1 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 = Agency Loan Purchase Price x (Sales Price - Purchase Price) _ 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. 1 and purchased the same house for $100,000 and sold that house five years later for $110,000. 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 Under the above assumptions you would owe the following amounts to the Agency: Simple interest at 10% per annum . $ 700.00 Contingent Deferred Interest .... $ 560.00 Principal ................ $ 7,000.00 Total Amount Owed By You .... $ 8,260.00. August 16, 1993/AHA2 PUBt:4422_1 13191 B2338.02 13-3 * Contingent Deferred Interest = Agency Loan Purchase Price x Sales Price - (Purchase Price + Qualified Capital Improvements) $ 7.000 x $110,000 - ($100,000 + 2,000) $100,000 7 % x $$,000 = $560.00 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: Buyer Initials August 16. 1993/AHA2 PUBL:4422_1 13191 B2338.02 13-4 PROPERTY COVENANTS [Attach copy of Property Covenants and have them initialled by Buyer at time Buyer Disclosure is reviewed and initialled by Buyer] August 16, 1993/AHA2 PuaL:4422_113191 W338.02 13-5 ATTACHMENT NO. 14 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 1 MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT THIS MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT ("Memorandum") dated for identification purposes as of , 1993, is entered into by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), COACHELLA VALLEY LAND, a Limited Partnership (the "Participant"), and WILLIAM J. CUSACK, a married man ("Owner"). 1. Agency, the Participant and Owner have executed an Affordable Housing Agreement dated for identification purposes as of , 1993, 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 Affordable Housing Agreement are incorporated in this Memorandum by reference as though written out at length herein, and the Affordable Housing Agreement and this Memorandum shall be deemed to constitute a single instrument or document. Pursuant to the Affordable Housing 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 Affordable Housing Agreement. 2. This Memorandum is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the Affordable Housing Agreement. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the Affordable Housing Agreement, the terms, conditions, provisions and covenants of the Affordable Housing Agreement shall prevail. August 16, 1993/AHA2 PUst.:4422_113191 B2338.02 14-1 The parties have executed this Memorandum on the dates specified immediately adjacent to their respective signatures. COACHELLA VALLEY LAND, a Limited Partnership Dated: lb1993. By: Its: Dated: 6 `l , 1993. Dated: , 1993. By: Its: "PARTICIPANT" WILLIAM J. CUSACK, a married man William J. Cusack LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic is , &aA�' Chairman 7 ' VA\ "AGENCY" ATTEST: Agency Secretary August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 14-2 EXHIBIT "A" LEGAL DESCRIPTION [To Be Inserted; insert description of the Rental Properties] August 16, 1993/AHA2 ruat.:4422_1 1 319 1 B2338.02 14-3 Address/Lem 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. ATTACHMENT NO. 15 TABLE OF BASE VALUES [To Be Inserted] Base Value August 16, 1993/AHA2 PUBL:4422_113191 M339.02 15-1 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. August 16, 1993/AHA2 PueL:4422_1 13191 B2338.02 15-2 ATTACHMENT NO. 16 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, Esq. ) 1 (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 Dated: August 16, 1993/AHA2 PUBL:4422_113191 B2338.02 16-1 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): 7741e(s) ❑ Partner(s): ❑ Limited ❑ General ❑ Attorney -in -fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: Name(s) of person(s) or enrity(ies) August 16, 1993/AHA2 PUBt.;4422_113191=38.02 ATTACHMENT NO. 17 SPOUSAL WAIVER I, Gail Cusack, am the wife of William J. Cusack, a party to that certain Affordable Housing Agreement dated , 199_, by and among the La Quinta Redevelopment Agency ("Agency"), Coachella Valley Land and William J. Cusack ("Owner") ("AHA"). I hereby represent and warrant the following with the understanding that Agency shall be relying on same in performing its obligations under the AHA: 1. I am not a parry to the AHA and have no interest therein or to any of the proceeds of the Agency Assistance (as such term is defined in the AHA). 2. 1 have no ownership, leasehold or equitable interest in any of the properties described on Exhibit "A", attached hereto and incorporated herein. 3. I consent to the execution by William J. Cusack of the AHA and all Attachments thereto. Dated.: , 1993 GAIL CUSACK August 16, 1993/AHA2 PUBL:4422_113191 M338.02 17-1 EXHIBIT "A" TO ATTACHMENT NO. 17 PROPERTY DESCRIPTIONS August 16. 1993/AHA2 vust.:4422_113191 M338.02 17_2 EXHIBIT 2 Adoption Resolution RESOLUTION NO. A RESOLUTION OF THE LA QUINTA REDEVELOPMENT AGENCY APPROVING A PROPOSED AFFORDABLE HOUSING AGREEMENT BY AND AMONG THE LA QUINTA REDEVELOPMENT AGENCY, COACHELLA VALLEY LAND, A CALIFORNIA LEWTED PARTNERSHIP AND WILLIAM J. CUSACK PERTAINING TO PROPERTY LOCATED WITHIN THE PROJECT AREA OF THE LA QUINTA REDEVELOPMENT PROJECT AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the La Quinta Redevelopment Agency (hereinafter referred to as the "Agency") under the provision of the California Community Redevelopment Law, is engaged in activities necessary for the execution of the Redevelopment Plan for the La Quinta Redevelopment Project, as heretofore amended (hereinafter referred to as "Project No. 1 "); and WHEREAS, the Agency is further engaged in activities necessary for the execution of the Redevelopment Plan for Project No. 2 of the City of La Quinta, as heretofore amended ("Project No. 2"); and WHEREAS, Coachella Valley Land (the "Participant"), and William J. Cusack ("Owner") as the owners of certain real property located within the Project Area in Project No. (collectively, the "Sites") have entered into an Agreement dated as of February 16, 1993 (the "Original Agreement") with the Agency, pursuant to the Agency action taken by Resolution No. RA 93-1; and WHEREAS, the Participant and the Owner desire to expand their scope of activities to provide affordable housing, and have proposed entering into a further Agreement with the Agency, submitted herewith and entitled "Affordable Housing Agreement" (or "Second Agreement"); and WHEREAS, pursuant to the Second Agreement, the Participant and Owner will cause thirty (30) of those dwelling units owned by them and located within the Project Area to be maintained available for rent at "Affordable Housing Cost" to Very Low Income households which qualify for Agency participation pursuant to Section 33334.2 of the California Health & Safety Code; and WHEREAS, the Second Agreement provides that certain covenants or restrictions imposed by the Agency pursuant to subdivision (e) of Section 33334.3 of the California Health & Safety Code may be subordinated as to the rental units in connection with conventional financing in that an economically feasible alternative method of financing, refinancing, or assisting the units on substantially comparable terms and conditions, but without subordination, is not reasonably available, and the Second Agreement provides the Agency with the right to purchase the rental units; and WHEREAS, pursuant to the Second Agreement, the Participant and Owner will make twenty (20) dwelling units available for sale to households having incomes not in excess of qualifying incomes (Moderate Income households) for affordable housing subject to long-term affordability covenants; WHEREAS, the Second Agreements provides that certain covenants or restrictions imposed by the Agency pursuant to the subdivision (e) of Section 33334.3 of the California Health & Safety Code may be subordinated as to the for -sale units in connection with conventional financing in that an economically feasible alternative method of financing, refinancing, or assisting the units or parcels on substantial comparable terms and conditions, but without subordination, is not reasonably available; and WHEREAS, the provision of affordable housing is contemplated by Section 33334.2 and other provisions of the Community Redevelopment Law and promotes the objectives of the Redevelopment Plans for Project No. 1 and Project No. 2; and WHEREAS, the provision of affordable housing pursuant to the Agreement will benefit each of Project No. 1 and Project No. 2; NOW, THEREFORE, THE LA QUINTA REDEVELOPMENT AGENCY DOES RESOLVE AS FOLLOWS: Section 1: The Agency finds and determines that the use of Housing Funds pursuant to the Second Agreement will be of benefit to Project No. 1. Section 2: The Agency finds and determines that the use of Housing Funds pursuant to the Second Agreement will be of benefit to Project No. 2. Section 3: The Agency finds and determines, as to each of the rental units and the for - sale units that an economically feasible alternative method of financing, refinancing, or assisting the units or parcels on substantially comparable terms and conditions, but without subordination, is not reasonably available. Section 4: The Agency approves the Second Agreement and authorizes and directs the Chairman and the Executive Director to execute the Second Agreement and all documents necessary or convenient to effectuate its terms. ADOPTED this day of , 1993. Chairman of the La Quinta Redevelopment Agency PUBL:7087_11941 M38.37 2 ATTEST: Secretary I hereby certify that the foregoing Resolution was duly and regularly adopted by the La Quinta Redevelopment Agency at a regular meeting thereof held on the day of , 1993, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Secretary MBL:7087_1 I %I W338.37 3 EXHIBIT " 3" COACHELLA VALLEY LAND Rental Properties Listing ID # Situs Address Lot/Block No. 1 52-195 Avenida Mendoza Lot 10, Block 95 2 52-365 Avenida Martinez Lot 5, Block 99 3 52-425 Eisenhower Drive Lot 9, Block 98 4 52-605 Avenida Carranza Lot 4, Block 155 5 52-625 Avenida Rubio Lot 6 Block 165 6 52-690 Avenida Herrera Lot 14, Block 151 7 52-705 Avenida Obregon Lot 10, Block 163 8 52-705 Avenida Vallejo Lot 9, Block 153 9 52-725 Avenida Vallejo Lot 10, Block 153 10 52-830 Avenida Martinez Lot 22, Block 146 11 52-835 Avenida Ramirez Lot 5, Block 157 12 52-835 Avenida Villa Lot 5, Block 147 13 52-845 Avenida Villa Lot 6, Block 147 14 52-855 Avenida Ramirez Lot 6, Block 157 15 52-965 Avenida Carranza Lot 11, Block 156 16 52-985 Avenida Carranza Lot 13, Block 156 17 52-985 Eisenhower Drive Lot 13, Block 161 18 53-195 Avenida Alvarado Lot 10, Block 176 19 53-475 Avenida Herrera Lot 11, Block 225 20 53-523 Avenida Martinez Lot 1, Block 244 21 53-605 Avenida Alvarado Lot 4, Block 190 22 53-760 Avenida Vallejo Lot 24, Block 237 23 53-825 Avenida Herrera Lot 4, Block 237 24 53-825 Avenida Juarez Lot 5, Block 198 25 53-825 Avenida Rubio Lot 6, Block 200 26 53-900 Avenida Navarro Lot 15, Block 251 27 53-925 Avenida Martinez Lot 9, Block 247 28 53-945 Avenida Ramirez Lot 11, Block 235 29 53-965 Avenida Diaz Lot 11, Block 199 30 54-525 Avenida Carranza Lot 1, Block 308 COACHELLA VALLEY LAND For Sale Properties Listing ID # Situs Address Lot/Block No. 9 52-635 Avenida Diaz Lot 7, Block 166 53-105 Avenida Obregon Lot 5, Block 175 B 53-135 Avenida Juarez Lot 5, Block 179 'w 53-175 Avenida Obregon Lot 9, Block 175 Q 53-185 Avenida Navarro Lot 9, Block 205 4 53-205 Avenida Navarro Lot 10, Block 205 �] 53-255 Avenida Navarro Lot 1, Block 214 t3 53-275 Avenida Navarro Lot 2, Block 214 53-365 Eisenhower Drive Lot 7, Block 210 0 53-495 Avenida Herrera Lot 12, Block 225 53-540 Avenida Carranza Lot 22, Block 232 B 53-565 Avenida Obregon Lot 3, Block 189 53-600 Avenida Villa Lot 20, Block 241 lei 53-705 Avenida Rubio Lot 9, Block 191 U 0 53-755 Avenida Navarro Lot 1, Block 250 9 S 53-805 Avenida Martinez Lot 3, Block 247 9 53-860 Avenida Navarro Lot 17, Block 251 Q 53-880 Avenida Navarro Lot 16, Block 251 53-965 Avenida Cortez Lot 10, Block 196 B© 54-025 Avenida Alvarado Lot 1, Bock 254 B 54-045 Avenida Carranza Lot 2, Block 286 IIB 54-060 Avenida Villa Lot 7, Block 294 Ba 54-145 Avenida Juarez Lot 7, Block 257 Q'w 54-215 Avenida Velasco Lot 10, Block 282 SU 54-245 Avenida Juarez Lot 12, Block 257 BQ 54-255 Avenida Martinez Lot 1, Block 300 29 54-280 Avenida Madero Lot 23, Block 261 29 54-290 Avenida Velasco Lot 3, Block 292 Bfl 54-300 Avenida Velasco Lot 4, Block 292 �3p 54-345 Avenida Ramirez Lot 6, Block 288 Rosenow Spevacek Group, Inc. MAP OF LA QUINTA SUBDIVISIONS COMPILED FROM ASSESSORS MAPS Ulm