Loading...
Catellus/Afford Housing Amend 00RECORDING REQUESTED BY First American Title Ins. Co. AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency Betty Sawyer 79-496 Calle Tampico La Quinta, CA 92253 A.P.No.: 649-030-044-4 TRA #: 020-0 11 aurrier�Alt �,. Oh No. n compared _ original. GARY L. ORSO County Recorder RIVERSIDE COUNTY CALIFORNIA Space Above This Line for Recorder's Use Only Order No: 2169311 —73 Escrow No: 70489-LK AFFORDABLE HOUSING AGREEMENT FOR SINGLE FAMILY RESIDENTIAL AFFORDABLE HOUSING AGREEMENT FOR SENIOR APARTMENTS AMENDMENT TO AFFORDABLE HOUSING AGREEMENT FOR SINGLE FAMILY RESIDENTIAL AND AFFORDABLE HOUSING AGREEMENT FOR SENIOR APARTMENTS This AMENDMENT TO AFFORDABLE HOUSING AGREEMENT FOR SINGLE FAMILY RESIDENTIAL AND AFFORDABLE HOUSING AGREEMENT FOR SENIOR APARTMENTS (this "Amendment"), dated as of % , 2000, is by and between CATELLUS RESIDENTIAL GROUP, INC., a California corporation ("Catellus") and LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Agency"). RECITALS: A. The parties previously entered into that certain Affordable Housing Agreement for Single Family Residential, dated as of October 6, 1998, as supplemented by that certain Agreement to Encumber Additional Property Under Affordable Housing Agreement for Single Family Residential, dated as of March 18, 1999, as further amended by that certain Second Implementation Agreement, dated January 3, 2000, 1999 (collectively, the "Housing Agreement"), as well as that certain Affordable Housing Agreement for Senior Apartments, dated as of October 6, 1998 (the "Apartments Agreement"). The Housing Agreement and the Apartments Agreement together, are referred to herein as the "Agreements." B. Pursuant to the Agreements, Catellus and Agency agreed to cause the development of certain income restricted, single family residential houses ("Houses") on the "SFR Site" (as defined in the Housing Agreement), as well as certain income restricted, senior apartments ("Apartments") on the "SA Site" (as defined in the Apartments Agreement). The SFR Site and the SA Site together, form a project located in the City of La Quinta, State of California (the "Project"). C. The parties desire to disengage from each other with respect to the development of the Project, by modifying the Agreements such that Catellus' only remaining obligations (collectively, "Catellus' Remaining Obligations") shall essentially be (i) to sell the existing Houses that have not been sold (as evidenced by recordation of a grant deed to a buyer) as of the "Closing Date" (as defined in Section 1 below) and (ii) to provide certain warranties with respect to the construction of the Houses as more particularly set forth in this Amendment. To facilitate the sale of the foregoing existing Houses, the parties will terminate all affordability restrictions currently applicable to the sale of the Houses, so that the Houses may be sold at market prices. Other than Catellus' Remaining Obligations, the parties desire to terminate the Agreements entirely, subject to the terms and conditions of this Amendment. Page 1 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 D. The purpose of this Amendment is (i) to determine the amount of costs and expenses Agency owes Catellus as of the Closing Date; (ii) to set forth the new terms and conditions under which Catellus shall perform Catellus' Remaining Obligations; and (iii) to provide the procedure whereby Catellus shall convey the Models (defined below), the undeveloped portion of the SFR Site and the entire SA Site back to the Agency and terminate the Agreements, except for Catellus' Remaining Obligations, subject to the terms and conditions of this Amendment. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Catellus and Agency hereby amend the Agreements and agree as follows: 1 . Closing. The disengagement from the development of the Project and the modifications to the Agreements set forth herein, shall be completed pursuant to a closing ("Closing"), whereby the parties shall deliver the funds and documents required by this Amendment to an escrow officer, who shall be acceptable to both parties (the "Escrow Officer"). The Closing shall occur on the date that is five (5) business days after the date both parties have executed and delivered this Amendment and the Agency has completed all necessary public hearings and received final approval of this Amendment, or such earlier date the parties may agree upon in writing (the "Closing Date"). The parties acknowledge that this Amendment shall also constitute the parties' joint instructions to the Escrow Officer. Catellus and Agency agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions of Escrow Officer or other instruments as may reasonably be required by Escrow Officer in order to consummate the Closing contemplated by this Amendment. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Amendment, unless expressly consented or agreed to in writing by Catellus and Agency. 2. Payments to Catellus at Closing (a) The Agreements provide for Catellus to perform certain land improvements (the "Construction Work") and pay certain fees, the costs of which are to be reimbursed by the Agency (the "Reimbursed Costs"). Catellus and Agency agree that at the Closing Catellus shall receive Seventy -Five Thousand Dollars ($75,000) of Reimbursed Costs for completed Construction Work. The parties agree that Catellus shall not perform after the Closing any additional Construction Work which would CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Page 2 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 constitute Reimbursed Costs and that at the Closing Agency shall have no further obligations to Catellus with respect to payment of Reimbursed Costs other than pursuant to Section 4(b). Notwithstanding anything to the contrary, if Agency, in writing, requests Catellus to do incidental Construction Work on the Property prior to the sale of all the Remaining Houses and such Construction Work would be appropriate Reimbursed Costs and funds are available to pay Catellus, Catellus shall cooperate with Agency to cause such Construction Work to be performed. (b) Catellus constructed and furnished on the SFR Site three (3) model houses ("Models") which it has utilized to market its production Houses. Agency desires to purchase at the Closing, and Catellus desires to sell, the Models and all furnishings ("Furnished Models") for Six Hundred Seventy -Five Thousand Dollars ($675,000). Catellus shall transfer the Models by grant deed. 3. Termination of Agreements. Effective as of the Closing Date, the Agreements shall be terminated except for Catellus' Remaining Obligations (and the modifications to the Housing Agreement related thereto, as set forth in Section 4 below), and, except as expressly provided herein, Catellus and Agency shall have no further obligation or liability to each other with respect to the Agreements. The parties acknowledge that the termination of the Agreements shall not affect Catellus' obligation (via its affiliate) to warranty the infrastructure improvements, as set forth in that certain Subdivision Improvement Agreement dated January 19, 1999, by and between Catellus Residential Communities Inc., a California corporation and the City of La Quinta, a municipal corporation of the State of California (the "City Infrastructure Agreement"). The foregoing termination of the Agreements shall be conditioned upon the parties performance of the following on or before the Closing: (aa) Grant Deed. Catellus shall deliver to Escrow Officer at least one (1) day prior to the Closing Date, a grant deed or deeds in the form attached hereto as Exhibit "A' (a "Grant Deed"), duly executed and acknowledged by Catellus' affiliate, Catellus Residential Communities Inc., a California corporation, conveying (i) the SA Site, (ii) the Models and (iii) the "Conveyed Portion of the SFR Site" (defined below), free and clear of all monetary liens (excepting other than annual or semi-annual payments, if any, to any assessment or utility districts) and, except for any liens in which Agency is the beneficiary. The "Conveyed Portion of the SFR Site" means all the real property comprising the SFR Site except for the Houses sold and the "Remaining Houses" (as defined in Section 4 below). The Grant Deed shall create or reserve necessary easements and development rights to permit Catellus to perform the Catellus Remaining Obligations. CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Page 3 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 Plans, Permits & Reports. Catellus shall deliver to Escrow Officer, at least one (1) day prior to the Closing Date, those certain plans, permits and reports listed on Exhibit "B" attached hereto, which pertain to the Project. Catellus hereby represents that the costs in connection with the preparation of such plans, permits and reports, have been paid as of the Closing Date. (cc) Assignment of Contracts. At least three (3) business days prior to the Closing, Agency shall inform Catellus in writing which contracts pertaining to the Project that Agency desires to assume (the "Assumed Contracts") and which contracts pertaining to the Project Agency desires to have terminated ("Terminated Contracts"). Catellus and Agency shall deliver to Escrow Officer, at least one (1) day prior to the Closing Date, counterparts of an "Assignment of Contracts" in the form attached hereto as Exhibit "C", duly executed by Catellus and Agency (or an assignee designated by Agency), assigning to Agency (or its assignee), without warranty, all of Catellus' right, title and interest in, and Agency (or its assignee) assuming all obligations with respect to, the Assumed Contracts. Catellus shall terminate the Terminated Contracts at the Closing or as soon as the Terminated Contracts permit termination. Notwithstanding the foregoing, Catellus may retain an interest in any contracts whatsoever pertaining to the Project that Catellus deems appropriate to facilitate Catellus' performance of Catellus' Remaining Obligations and terminate any other contracts other than the Assumed Contracts. (d . Deposits. Catellus shall deliver to Escrow Officer, at least one (1) day prior to the Closing Date, any written agreements regarding deposits or other refundable funds ("Refundable Deposit(s) ") pertaining to the Project. Catellus hereby assigns its right title and interest in and to the Refundable Deposits, to Agency, and Agency hereby assumes Catellus' obligations in connection with the Refundable Deposits, if any. ll Title Insurance. Escrow Officer shall have received an irrevocable commitment from First American Title Insurance Company (the "Title Company") to issue a standard CLTA policy ("Title Policy") in favor of Agency for the SA Site, the Models and the Conveyed Portion of the SFR Site, in the amount of Two Million One Hundred Seventy -Five Thousand Dollars ($2,175,000). Lfj Condition of SA Site, Furnished Models and Conveyed Portion of the SFR Site. Agency has inspected and investigated (including without limitation, environmental -related matters), the SA Site, Furnished Models, the Conveyed Portion of the SFR Site, the Furnished Models and all related infrastructure improvements which Catellus constructed, or caused to be constructed, and Agency accepts the SA C:\My Documents\WPDOCS\AHAgrCatTermRev.wpd Page 4 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 Site, the Furnished Models and the Conveyed Portion of the SFR Site, subject to Catellus' Remaining Obligations, in their "AS IS, WHERE IS", condition, and releases Catellus pursuant to Section 5 of this Amendment, except for matters arising directly from the presence of hazardous materials on the SA Site, the Furnished Models or the Conveyed Portion of the SFR Site, which are proven to have been introduced to the SA Site, the Furnished Models or the Conveyed Portion of the SFR Site -by Catellus. .(gZ Payments. Agency shall have delivered to Escrow Officer at least one (1) day prior to the Closing Date Seven Hundred Fifty Thousand Dollars ($750,000), representing the payments to Catellus in accordance with Section 2 above. (hh) Non -Foreign Status. Catellus shall deliver to Escrow Officer at least one (1) day prior to the Closing Date, a customary certificate of non -foreign status, duly executed by Catellus. ll Infrastructure Improvements. As of this date Catellus and Agency agree that Catellus shall do no further work pursuant to the City Infrastructure Agreement and at the Closing with Catellus' receipt of funds for Construction Work pursuant to Section 2(a) all Construction Work which Catellus and Agency agree Catellus would perform is completed and paid for. Therefore, on or before the Closing, Agency shall cause the City of La Quinta to terminate and exonerate the City Infrastructure Agreement and Catellus' affiliate's bond obligations pursuant to the City Infrastructure Agreement. The parties agree the post -closing work described on Exhibit "D" attached hereto shall not be Catellus' obligation, but shall be the obligation of a subsequent developer of the Project with whom the Agency shall contract, including the execution of new subdivision improvement agreements and bonds. Additionally, from the Closing, Agency hereby agrees to indemnify, save harmless and defend Catellus from any construction work or bonds or agreements relating thereto referenced on Exhibit "D" or otherwise which by the terms of this Amendment, Agency has agreed Catellus is no longer obligated to perform. Such portion of the work described on Exhibit "D" relating to and benefiting the Houses which Catellus constructed on the SFR Site (for example, the final lift/cap on the private streets) shall be performed by the Agency or its subsequent developer in a manner and time frame so as not to unreasonably interfere with the use and enjoyment of the owners of the Houses which Catellus has constructed on the SFR Site. Jil DRE Subsidy Agreement. Agency shall have delivered to Catellus at least one (1) day prior to the closing date of the Escrow for the sale of the last Remaining House, a written instrument duly executed by Agency wherein Agency (or CAW Documents\WPDOCS\AHAgrCatTermRev.wpd Page 5 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 a subsequent developer of the Project) shall assume all of Catellus' obligation to subsidize the payments of Home Owner's Association (HOA) dues for the Project, pursuant to that certain Department of Real Estate (DRE) Subsidy Agreement executed by Catellus. Additionally, from the Closing, Agency hereby agrees to indemnify, save harmless and defend Catellus from and against any obligation to make subsidy payments of HOA dues for the thirty houses which Catellus has sold or will sell after the Closing Date (including the Remaining Houses) and all future houses developed within the Project, pursuant to the DRE Subsidy Agreement. 4. Modification of Housing Agreement For Remaining Houses. Effective as of the Closing Date, to facilitate performance of Catellus' Remaining Obligations, the Housing Agreement shall be modified only with respect to Houses that have not in fact sold prior to the Closing Date, four (4) Houses, and such Houses that are subject to sales contracts if such contracts are cancelled for any reason and any Houses subject to pending sales but for which a contract is not finalized on or before June 20, 2000 (such Houses are referred to herein as the "Remaining Houses"), as follows: ll Termination of Restrictions. Effective as of the Closing Date, the low income requirements and related restrictive covenants, servitudes and such special requirements, excluding any restrictions against race discrimination and any references to the overall Agency Redevelopment Plan to which the Project is subject to (the "Restrictions") for potential purchasers of the Houses set forth in the Housing Agreement, set forth in any other agreement between the parties, and set forth in any instrument that may have been recorded as a matter of record title for the SFR Site, shall hereby be terminated and have no further force and effect. Additionally, Catellus and Agency shall deliver to Escrow Officer, at least one (1) day prior to the Closing Date, counterparts of a "Termination of Restrictions" in the recordable form attached hereto as Exhibit "E", duly executed and acknowledged by Catellus and Agency, which shall globally terminate any and all such Restrictions which presently affect the sale of the Houses. Additionally, both before and after the Closing, the parties agree to execute and record such other instruments needed to effectuate the purposes of this Amendment and other instruments as the Title Company may require, in order to effect the termination of such Restrictions. (b) Proceeds Upon Sale of Housing Units. Catellus shall use commercially reasonable efforts to market and sell the Remaining Houses. Upon the close of escrow of the last of the Remaining Houses, Catellus shall prepare a written accounting of the aggregate of the sales prices from the sale of all thirty (30) Houses (the "Housing Project Revenues"). As soon as practicable after the accounting is C\My Documents\WPDOCS\AHAgrCatTermRev.wpd Page 6 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 prepared by Catellus and delivered to Agency, Catellus shall pay Agency all the Housing Project Revenues which remain, if any, after the following deductions: first, the escrow, title and other closing -related fees and costs incurred in connection with the sale of all the Houses, shall be deducted, second, the aggregate of the release prices paid to Sanwa Bank for the Sanwa Bank loan encumbering the SFR Site, shall be_deducted, third, all project -related development costs not otherwise drawn from a construction loan or included in Reimbursable Costs (including, by way of example only, sales and marketing costs, trailer costs, interest, brochures), shall be deducted (consistent with the SFR Agreement), fourth, an amount equal to five percent (5%) of the aggregate Housing Project Revenues, representing Catellus overhead costs shall be deducted, and fifth, an amount equal to five and one-half percent (5'/2) of the aggregate Housing Project Revenues, representing Catellus' profit shall be deducted. in no event shall Agency incur any additional financial obligation if the Housing Project Revenues are inadequate for the foregoing deductions. Agency shall have the right to conduct a reasonable audit of Catellus' accounting, provided such audit occurs within six (6) months after Catellus delivers the foregoing accounting to Agency, and provided further that, Agency uses a C.P.A. to perform such audit, and in no event shall such C.P.A. be paid on a contingency basis. (c , Warranty Work for Houses. To the extent Catellus is obligated to perform warranty work for the Houses pursuant to the Housing Agreement, Catellus shall remain obligated to do so; provided, however, Catellus may elect to obtain insurance coverage to pay for and otherwise defray the costs of the warranty obligations for all or some of the Houses; provided further, however, such insurance coverage shall not relieve Catellus of its obligation to perform warranty work for the Houses pursuant to the Housing Agreement. u Assignment. Catellus and Agency acknowledge the facts and circumstances that Catellus may sell all or some of its assets related to its home building ventures and operations ("Assets") and such Assets may be sold to a new owner ("Catellus' Successor") prior to the time the Agreements, as amended by this Amendment, are fully terminated. Accordingly, and notwithstanding anything to the contrary contained in the Agreement, Catellus hereby agrees that unless Catellus assigns and Catellus' Successor assumes, all of Catellus' right and obligations under the Agreement (as amended by this Amendment), Catellus shall remain liable for the obligations under the Agreement (as amended by this Amendment). In the event of such sale of the Assets to Catellus' Successor, Agency shall have the right to approve the transfer of Catellus' obligations under the Agreements, including this Amendment, to Catellus' Successor only if by reason of such transfer Catellus' Successor assumes all such obligations. Agency's right to approve the transfer in such circumstance shall not be unreasonably withheld or delayed. CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Page 7 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 (e) Use of Models. Following the Closing and the transfer of the Models to Agency, Catellus shall have the right to the exclusive use of the Models to facilitate its sale of the Remaining Houses until the earlier to occur of (i) the sale of the last Remaining house or (ii) forty-five (45) days from the Closing. If Catellus has Remaining Houses at the end of said 45-day period, it shall be entitled to use the Models on a non-exclusive basis until the Remaining Houses are sold. During the period of its exclusive use of the Models, Catellus shall be responsible for the cost of utilities, maintenance and costs related thereto, attributable to the Models. After the end of such exclusive use period, the Agency shall be responsible for the cost of the utilities, maintenance and cost related thereto, attributable to the Models. 5. Release and Termination (a) From and after the Closing Date, the parties hereto release and discharge each other and their affiliates, officers, directors, partners, employees, agents, attorneys, representatives and assigns (collectively, "Releasees"), jointly and severally from any and all rights, claims, demands, charges, agreements, liabilities, obligations, damages, costs, fees (including, without limitation, those of attorneys), expenses and/or causes of action of every nature, whether known or unknown, suspected or unsuspected, which a party may now have or hereafter have or claimed to have against the other party's Releasees by reasons of any matter, act or omission arising out of or related to: (i) the SA Site, the Models and the Conveyed Portion of the SFR Site, (ii) the Agreements except for Catellus' Remaining Obligations and the indemnity obligations of Catellus set forth in Section 5(c) below, and (iii) immediately and automatically (without need for further documentation) upon the date that the last Remaining House is sold pursuant to the Housing Agreement (as amended by this Amendment), the Agreements in their entirety (including Catellus' Remaining Obligations) (the foregoing (i) through (iii) collectively, the "Released Claims"). THE PARTIES TO THIS AMENDMENT HEREBY ACKNOWLEDGE THAT THEY HAVE READ AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BY INITIALING BELOW, THE PARTIES HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE RELEASED CLAIMS: Catell s' Initials Agency's Initials CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Page 8 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 (b) Agency and Catellus acknowledge that: (i) upon the Closing, the Agreements, except for Catellus' Remaining Obligations and the indemnity obligations of Catellus set forth in Section 5(c) below, are terminated, pursuant to this Amendment, and (ii) immediately and automatically upon the date that the last Remaining House is sold pursuant to the Housing Agreement (as amended by this Amendment), the Agreements in their entirety, including Catellus' Remaining Obligations, will be terminated. (c) Notwithstanding anything to the contrary contained herein, Catellus hereby agrees to indemnify, save harmless and defend Agency from and against any claims made against Agency based on alleged defects in Catellus' construction of the Houses or any portion of the project Catellus has constructed. Additionally, Catellus hereby agrees to indemnify, save harmless and defend Agency from and against any mechanics or other liens to be file against the Project as a result of labor or materials furnished in connection with Catellus' Construction Work or construction of the Houses. Notwithstanding the foregoing, Catellus may in good faith contest the validity of any lien filed against the Project, provided that Catellus shall remain obligated to release and remove such lien (or insure over such lien to Agency's reasonable satisfaction by bond or otherwise) during any such good faith contest of such lien. The indemnity obligations of Catellus set forth in this Section 5(c) shall survive the Closing only for the period of time corresponding to the applicable statute of limitations governing the underlying action, if any is filed, upon which Catellus' indemnity obligation hereunder would be based. The parties acknowledge that the release and termination contained in this Section 5 shall not affect Catellus' affiliate's obligation to warranty the infrastructure improvements which it constructed pursuant to the City Infrastructure Agreement. 6. Escrow Officer Closing Instructions. On the Closing Date, provided all the conditions precedent set forth herein have been satisfied, Escrow Officer shall promptly undertake all of the following in the manner indicated: (a) Prorations. Prorate all matters for the SA Site, the Models and the Conveyed Portion of the SFR Site, based upon the signed statement that Catellus and Agency may deliver to Escrow Officer at least one (1) day prior to the Closing Date. Real and personal property taxes and assessments on the Property shall not be prorated, but rather, in accordance with the Agreements, shall be accounted for as a Reimbursable Costs, pursuant to Section 2 above. (b) Cause the Termination of Restrictions to be recorded in the Official Records. (c) Cause a Grant Deed or Deeds conveying the SA Site, the Models and the Conveyed Portion of the SFR Site to be recorded in the Official Records. CAMy Documents\WPDOCS\AHAerCatTermRev.wpd Page 9 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 (d) Disburse the Seven Hundred Fifty Thousand Dollars ($750,000) to Catellus as provided in Sections 2(a) and (b). (e) Charge Agency for the Escrow Officer's fees and expenses, the premium for the Title Policy, all recording fees (if any) and all transfer taxes (if any). (f) Direct the Title Company to issue the Title Policy in favor of Agency. (g) Deliver to Catellus: (i) a fully executed Assignment of Contracts; (ii) evidence of the termination of the City Infrastructure Agreement and the related bonds and (iii) a conformed copy of the recorded Termination of Restrictions. (h) Deliver to Agency: (i) the plans, permits and reports referenced in Section 3(b) above; (ii) a fully executed Assignment of Contracts; (iii) Catellus' non - foreign entity certificate; and (iv) the Title Policy. 7. Miscellaneous (a) Brokers. There are no brokers in the transaction contemplated herein. If any claims for brokers' or finders' fees for the consummation of this Amendment arise, then Agency hereby agrees to indemnify, save harmless and defend Catellus from and against such claims if they shall be based upon any statement or representation or agreement by Agency, and Catellus hereby agrees to indemnify, save harmless and defend Agency if such claims shall be based upon any statement, representation or agreement made by Catellus. V Effect of Amendment. Except to the extent the Agreements are modified by this Amendment, the remaining terms and provisions of the Agreements prior to the Closing Date and/or the termination as provided herein of the Agreements, or either of them, shall remain unmodified and in full force and effect. In the event of conflict or inconsistency between the terms of the Agreements and the terms of this Amendment, the terms of this Amendment shall prevail. u Entire Agreement. This Amendment, together with the Agreements, embodies the entire understanding between Catellus and Agency with respect to its subject matter and can be changed only by an instrument in writing signed by Catellus and Agency. ll Authority. Each individual executing this Amendment for a party hereto represents that he or she is duly authorized to execute and deliver this Amendment for such party and that this Amendment is binding upon such party in accordance with its terms. CAMy Documents\WPDOCS\AHAgrcatTermRev.wpd Page 10 of 12 Amendment to the Affordable Housing Agreements Between the La auinta Redevelopment Agency and Catellus Residential Group June 20, 2000 (e) Independent Counsel. Catellus and Agency each acknowledge that: (i) they have been represented by independent counsel in connection with this Amendment; (ii) they have executed this Amendment with the advice of such counsel; and (iii) this Amendment is the result of negotiations between the parties hereto and the advice and assistance of their respective counsel. The fact that this Amendment was prepared by Catellus' counsel as a matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this Amendment shall not be construed against Catellus because Catellus' counsel prepared this Amendment in its final form. M Attorneys Fees. In the event of the bringing of any action or suit by a party to this Amendment against the other party to this Amendment, by reason of any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Amendment or any other dispute between the parties concerning this Amendment, then in that event, the prevailing party in such action or dispute, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including actual experts' fees and attorneys' fees. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including actual attorneys' fees (collectively "Costs") incurred in enforcing, perfecting and executing such judgment. For the purposes of this Section, Costs shall include, without limitation, attorneys' and experts' fees, costs and expenses incurred in the following: (i) post judgment motions; (ii) contempt proceeding; (iii) garnishment, levy, and debtor and third party examination; (iv) discovery; and (v) bankruptcy litigation. This Section shall survive any termination of this Amendment prior to the Closing and shall also survive the recordation of the Grant Deeds and the Closing and shall not be deemed merged into the Grant Deeds upon their recordation. .[91 Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference for all purposes. (h) Counterparts. This Amendment may be executed in counterparts, including facsimile copies of counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one in the same Amendment. Q Maintenance. To the extent not otherwise specifically negated, limited or otherwise provided for, in this Amendment, if pursuant to the Agreements Catellus had maintenance obligations with respect to the Remaining Houses for the SFR Site and the SA Site, such obligations will continue until the full termination of the applicable Agreement, as provided herein. CAMy Documents\WPDOCSWHA-,rcatTermRev.wpd Page 11 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. "Catellus" CATELLUS RESIDENTIAL GROUP, INC., a California corporation r- "Agency" LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic B Y� Name: THOMAS P. GENOVESE Its: Executive Director ATTEST: By: '�>' �2s- Z!1" Nam : JUNE S. GREEK Its: Agency Secretary APPROVED AS TO FORM: By: /,C/,, 4,Lt — r, I, 10 Name: DAWN C. HONE WELL Its: Legal Counsel CAMy Documents\WPDOCS\AHAgrCatTermRev-wpd Page 12 of 12 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 STATE OF CALIFORNIA COUNTY OF QM4:�—� ..................................... ss. 0j (,llt Q_ a 7 , 2000, fore me, ( Cft� �(/�( , a Notary Public state, personally appeared I;a, personally known to me ( ) to be the person whose name s subscribed to the within in ument and acknowledge o me tha h�she executed the same in�her authorized capacity, and that byer signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. hand and official seal. Notary Public in and for sajd$tate / .\A A.. n.............•,.1Al/DTl(1(`C\ALIA...(`..�T.....De.,..,..,1 13%op S of 1; STATE OF CALIFORNIA ) )ss COUNTY OF ) On �' 2000, before me, e12�� �G a Notary Public state, personally appeared o a. o Irk e personally known to me ( e) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/sie executed the same in his/fir authorized capacity, and that by his/>tr signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. — REGENIA HENSLEY CcrrsiLWon#1107V1 Notar blic in and for said State Z Notary Public- Cariiorr�ici Y Riverside County My Comm. E4plxesAug 7, 2= GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL THIS GRANT DEED AND ALL TAX STATEMENTS TO: La Quinta Redevelopment Agency Executive Director P. 0. Box 1504 La Quinta, California 92253 (Exempt from recording fees pursuant to Government Code Section 6103) (Above Space for Recorder's Use Only) Exempt from documentary transfer tax pursuant to Revenue and Taxation Code Section 11922 Exempt from requirements of Revenue and Taxation Code Section 480.3 (PCOR) pursuant to Revenue and Taxation Code Section 5081 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CATELLUS RESIDENTIAL COMMUNITIES, INC., [NOTE: VESTING SHOWS THIS ENTITY] a California corporation ("Grantor"), hereby GRANTS to the LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Grantee"), the following described real property (the "Property") located in the City of La Quinta, County of Riverside, State of California: SEE EXHIBIT "1 " ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE SUBJECT TO: 1 . Taxes and assessments. 2. All other covenants, conditions, restrictions, reservations, rights, rights of way, easements, encumbrances, liens and title matters whether or not of record or visible from an inspection of the Property and all matters which an accurate survey of the Property would disclose. 3. That certain Termination of Restrictions recorded in the Official Records of the County Recorders Office of the County of Riverside, State of California, on , 2000, as Instrument No. CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Exhibit "A" Page 1 of 3 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 RESERVING THEREFROM: An easement in favor of Grantor and its affiliates, agents, employees and contractors, to access the Property at any time to the extent needed for Grantor to perform it's obligations pursuant to that certain Amendment to Affordable Housing Agreement for Single Family Residential and Affordable Housing Agreement for Senior Apartments, dated as of , 2000, by and between Grantee and Grantor's affiliate, Catellus Residential Group, Inc., a California corporation. IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed as of the day of , 2000. CATELLUS RESIDENTIAL COMMUNITIES, INC., a California corporation By: Name: Title: STATE OF CALIFORNIA ) ss. COUNTY OF ) On 2000, before me, a notary public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. in CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Exhibit "A" Page 2 of 3 EXHIBIT 1 LEGAL DESCRIPTION OF PROPERTY PARCEL 1: LOTS 1 THROUGH 12, 19, 41 THROUGH 86 AND LETTERED LOTS A, B, D, E, AND H THROUGH R, INCLUSIVE, OF TRACT NO. 28601-1, AS SHOWN BY MAP ON FILE IN BOOK 278, PAGES 86 THROUGH 90 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: REMAINDER PARCEL, OF TRACT NO. 28601-1, AS SHOWN BY MAP ON FILE IN BOOK 278, PAGES 86 THROUGH 90 OF MAPS, RECORDS OF RIVERSIDE, COUNTY, CALIFORNIA. C:\My Documents\WPDOCS\AHAgrCatTermRev.wpd Exhibit "A" Page 3 of 3 ASSIGNMENT OF PLANS, PERMITS & REPORTS [List of Plans, Permits and Reports attached] CAMy Documents\WPDOCS\A grCatTermRev.wpd Exhibit "B" Page 1 of 2 EXHIBIT "B" ° a � w a z nr 0 N_ N N N V1 V; zU 5665556 En 0 0 0 0 0 0 0 ,c (n (0 to (n (n (n UJ a a a a a a a ❑ ♦ y m N N N N N N N N c c C_ C_ C w y w w %M '� > 7 •7 3 a a a a c = F ca eo i�i E O O w O C` m @ m w N m w U (n (n !n U N (n J J J J J N 'Od07 0 0 0 0 0 0 0 0 0 0 o E U F U 0 d y O •o v o N Li Mi N L .0 O A E 2 E �= Q% d d N G7 d ayi a�i ai m ONi uNi c�'i a L` " U Y aL aG x v C7 v U vs o: o: 'n U z z U U n =° ¢ Q O ❑❑❑ O❑❑❑ U U U U I i I (D tD C? C? Cl) O) r n tm N N 0 r r coo (D .y.. tD coo) 07 -,-a(D (D .0 °' c C Nm M CO N ik o O (D CO 7 ay W c °� to co o cc(o Yat�o E n�vv co 'ww 0)E " _ o 0 0 co ao o' v m co ' (o U itrv,nr N E A ac y Y c m N n c H a= Ep dvv 0. E U)t- fn u ` d a u v N N O> E O) N Ny y V 7 Vn(n> . . y N N aDrN en Q o 0 0 co r o 110 yH 8 Ooolo Cm `? N '0 E E E nnnnnnnE c C c d Q 0 0 0 o d n oE E E E E E o 0 0E E c>> a u o O n U u o L QU u u Q U U U U U UE C C C E c9 o o `o a> 0> d N 0 0. :e O O C ��".. y U u O U d U U 0. H O ¢ 6. y V N N e 7 �- G C b0op G C iy O O iFi .O. .d.. ..0.. .0.. m L L L a C -, c ` S_ a. N y W E a 0).2 0 u 0 0 0 0 m o a d .0E E p b � c O .� `o `o o Z in E-" ^ 3 api api GD v 0 (f0.� m (vo t` t:_ �= w tc C 4 O O O= p7 z U ^ d LOD N N E d is G 117 u C N R A A 4- O OD .� OD 0� �O t—d y iy L L �.�"_.L-' 6 'C C� U U [7 ¢ v 0 3 m o F- 0 0 0� ,c >, 3 v��o cGv�3v�vo=� r0 c �„ w o Q o o > -- 4 E E m 0� c> 0 W c) d c c c� � UUc>UVUUwwwm Page 2 of 2 ASSIGNMENT AND ASSUMPTION OF CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment") is made this 28th day of April, 2000 by and between LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Agency"), and CATELLUS RESIDENTIAL GROUP, INC., a California corporation ("Catellus"). WITNESSETH: A. Catellus and Agency entered into that certain Amendment to Affordable Housing Agreement for Single Family Residential and Affordable Housing Agreement for Senior Apartments, dated as of , 2000 ("Agreement"), respecting certain real property known as the "Project" (as defined in the Agreement). B. Pursuant to the Agreement, Catellus shall assign to Agency any and all of Catellus' right, title and interest in and to those certain contracts described on Exhibit "A" attached hereto and made a part hereof ("Contracts"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Catellus hereby assigns, sells, transfers, sets over and delivers unto Agency all of Catellus' estate, right, title and interest in and to the Contracts, and Agency hereby accepts such assignment "AS -IS", without any representation or warranty of any kind from Catellus and without any recourse against Catellus. 2. Agency hereby assumes the performance of all of the terms, covenants and conditions imposed upon Catellus as landlord under the Contracts accruing or arising on or after the "Closing" (as defined in the Agreement). 3. Agency hereby agrees to indemnify, protect, defend (with counsel chosen by Catellus) and hold Catellus harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys' fees) which Catellus may incur under the Contracts, and from any and all claims or demands whatsoever which may be asserted against Catellus by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, to the extent such claims or demands are attributable to the period after the Closing. 4. In the event of the bringing of any action or suit by a party hereto against the other party by reason of any breach of any of the covenants, conditions, agreements, indemnities or provisions on the part of the other party arising out of this CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Exhibit "C" Page I of 3 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 Assignment, then in that event the prevailing party (which for purposes herein, is the party obtaining substantially the relief sought) shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including reasonable attorneys' fees. 5. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 6. This Assignment shall be binding upon and inure to the benefit of the successors, agents, personal representatives, heirs and legatees of the respective parties hereto. 7. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. IN WITNESS WHEREOF, Catellus and Agency have executed and delivered this Assignment as of the day and year first written above. "Agency": LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic By: Name: THOMAS P. GENOVESE Title: Executive Director ATTEST: JUNE S. Greek, Secretary City of La Quinta Redevelopment Agency "Catellus": CATELLUS RESIDENTIAL GROUP, INC., a Delaware corporation By: — Name: Title: C:\My Documents\WPDOCS\AHAgrCatTermRev.wpd Exhibit "C" Page 2 of 3 List of Contracts (See attached list) CAMy Documents\WPDOCSWHAgrCatTermRev.wpd Exhibit "C" Page 3 of 3 PHASE,.- Offsites La Quinta Housing DATE:5/31/00 SUBCONTRACTOR ;OST -ODE TRADE SUBCONTRACTOR CONTACT PHONE NO. • DATE MAILE • NOTES 2001 Demolition/Remedials COOLEY CONSTRUCTION LEONARD 760,'275-5344 C Y S401-0-00514 2012 Rough Grading Nuevo Engineering, Inc Jett Thixton 7601345-1779 C Y S401-0-00500 2013 Retaining Walls 2031 Sanitary Sewer V & M Construction Steve Vatter 7601347-3933 C Y S401-0-00501 2032 Storm Drain V & M Construction Steve Vatter 760347-3933 C Y S401-0-00502 2035 Wellsite 1H Thompson JH Thompson 760,345-6003 C Y S401-0-00525 2040 Water Systems V & M Construction Steve Vatter 760.347.3933 C Y S401-0-00503 2040 Water systems -Jefferson Street V & M Construction Steve Vaster 760.1347-3933 C Y S401-0-00508 2D41 Water Meters -Agency FeeAnstall 2042 Drainage Devices 2050 Joint Trenching/Conduits/Sand V & M Construction Steve Vatter 760547-3933 C Y S401-0-00504,505,506,507 2050 Trenching/Utility Macadee Electrical Construction JOHN MCARTHY 909,1597-8348 C Y S401-0-00511 2121 Paving G.L. Gayler 7601399-5308 C P S401.0-00515 2121 Paving COOLEY CONSTRUCTION LEONARD 760/775-5344 C Y S401-0-00513 2122 Curb & Gutter Archuleta Concrete Construc TOMMY ARCHULETA 760-345-8722 C Y S401-0-00510 2123 Sidewalk/Appmaches Archuleta Concrete Construct TOMMY ARCHULETA 760-345-8722 C Y S401-0-00512 2154 Street Lighting 2214 Erosion Control 2217 Weed Abatement 2224 Signs/Barricades./Stripping 2227 Traffic ControLiMisc. 2229 Repair and Removal J 7017 Model Paving Upgrade Work Desert Communities Concrete DIANE WILLIAMS 760,345-4598 C Y S401-0-00521 7024 Planting VIP Landscape CASEY SORENSEN 7601340-5544 C Y S401-0-00516 7020 Irrigation VIP Landscape CASEY SORENSEN 760,340-5544 C Y S401-0-00518 • COLUMN I - CONTRACT INFORMATION - C=SIGNED CONTRACT, T=TYPED, MAILED TO SUB FOR SIGNATURE, W=NRITI-EN, NEEDS TYPING, N-AWARDED NEEDS TO BE WRITTEN • COLUMN 2 - INSURANCE INFORMATION - Y= INSURED, P-PENDING PHASE COMMON AREA NIIRA FLORES DATE: 03 sep-99 SUBCONTRACTOR LIST COST ODE TRADE SUBCONTRACTOR CONTACT PHONENO. ' DATE MAILEE I NOTES 2301 ENTRY MONUMENTS 2302 ENTRY PAVING 2310 ENTRY GATE GUARDIAN ACCESS SYSTEM DAN MOORE 949!487-1035 C 9/16/99 Y S401-0-00520 2320 IRRIGATION SYSTEMS VIP LANDSCAPE CASEY SORENSEN 760340-5544 C 11/4/99 Y S401-0-00523 2320 IRRIGATION SYSTEMS VIP LANDSCAPE CASEY SORENSEN 760,340.5544 C 11/4/99 Y S401-0-00519 2321 AREA DRAINS 2341 LANDSCAPE /PLANTING VIP LANDSCAPE CASEY SORENSEN 760.340-5544 C 11/4/99 Y S401-0-00524 2341 LANDSCAPE/PLANTING VIP LANDSCAPE CASEY SORENSEN 760.1340-5544 C 11/4/99 Y S401-0-00517 2342 LANDSCAPE MAINTENANCE 2352 OTHER SITE AMENITIES 2371 PERIMETER FENCING DEL MAR MASONRY JIM CASAS 949/461-0449 C Y S401-0-00509 ' COLUMN I - CONTRACT INFORMATION - C-SIGNED CONTRACT. T=TYPED, MAILED TO SUB FOR SIGNATURE, W=WRITTEN. NEEDS TYPING, N=AWARDED NEEDS TO BE WRITTEN ' COLUMN 2 - INSURANCE INFORMATION - Y= INSURED. P=PENDING 28 PRASE: OFF -SITES La Quinta Apartments DATE:12/21/99 SUBCONTRACTOR LIST COST CODE TRADE SUBCONTRACTOR CONTACT PHONE NO. * * NOTES 2001 Demolition/Remedials COOLEY CONSTRUCTIO LEONARD 760/775-5344 C Y S401-0-10513 2012 Rough Grading Nuevo Engineering, Inc. Jett Thixton 760/345-1778 C Y S401-0-10500 2013 Retaining Walls 2031 Sanitary Sewer V & M Construction Steve Vatter 760/347-3933 C Y S401-0-10501 2032 Storm Drain V & M Construction Steve Vatter 760/347-3933 C Y S401-0-10502 2035 Wellsite JH Thompson JH Thompson 760/345-6003 C P S401-0-10516 2040 Water Systems V & M Construction Steve Vatter 760/347-3933 C Y S401-0-10503 2040 Water systems -Jefferson Street 2041 Water Meters -Agency Fee/Install 2042 Drainage Devices 2050 Joint Trenching V & M Construction Steve Vatter 760/347-3933 C Y S401-0-10504,-505,506 ,507,508 2050 Trenching/Utility Macadee Electrical Construction John McCarthy 909/597-8348 C Y S401-0-10511 2121 Paving COOLEY CONSTRUCTION I LEONARD 760/775-5344 C Y S401-0-10512 2122 Curb & Gutter Archuleta Concrete Construction Tommy Archuleta 760-345-8722 C Y S401-0-10510 2123 Sidewalk/Approaches 2154 Street Lighting 2214 Erosion Control 2217 Weed Abatement 2224 Signs/Barricades/Stripping 2227 Traffic Control/Misc. 2229 Repair and Removal ' COLUMN 1 - CONTRACT INFORMATION - C=SIGNED CONTRACT, T=TYPED, MAILED TO SUB FOR SIGNATURE, W=WRITTEN, NEEDS TYPING, N=AWARDED NEEDS TO BE WRITTEN * COLUMN 2 - INSURANCE INFORMATION - Y= INSURED, P=PENDING 29 MODELS & PHASE 1 LA QUINTA MIRAFLORES-SFD DATE:5/31/00 SUBCONTRACTOR LIST-Onsite 1ST )DE TRADE CONTACT PHONE NO. * * CONTRACT # 04 CONCRETE FOUNDATIO DESERT COMMUNITITES DIANE WILLIAMS 760/945-4598 C Y S401-0-20500, -01500 182 TERMITE CONTROL BUILDERS TERMITE & PEST RICHARD LEMERAND 714/985-9638 C P S401-0-01525 07 CARPENTRY - ROUGH COUNTY LINE FRAMING BILL DICKENSON 909/795-6180 C Y S401-0-20501,-01501 t 07 CARPENTRY - ROUGH COUNTY LINE FRAMING BILL DICKENSON 909/795-6180 C Y S401-0-20502, -01502 07 CARPENTRY - ROUGH COUNTY LINE FRAMING BILL DICKENSON 909/795-6180 C Y S401-0-20503, -01503 :25 ELECTRICAL WIRING HEGGE JIM HEGGE 760-775-6970 C Y S401-0-20511, -01511 i28 FIREPLACES MARCO DISTRIBUTING STAN BASH 818/782-0066 C P S401-0-20507, -01507 143 HEATING - AC RCR RANDY 909/371-5000 C Y S401-0-20508, -01508 144 INSULATION WESTERN INSULATION SCOTT KREMLING 909/686-8760 C Y S401-0-20518,-01517 117 SEWER HOUSE CONNECT HOOD CHRIS HELLER 909-689-2488 C Y S401-0-20505, -10505 162 PLUMBING HOOD CHRIS HELLER 909-689-2488 C Y S401-0-20504, -01504 165 ROOFING RAINCROSS ROOFING RICK PETTIT 909/423-0334 C Y S401-0-20506, -01506 168 SASH AND SCREEN ABC WINDOW JOYCE SALAZAR 909-391-6491 C Y S401-0-20509, -01509 181 TELEPHONE PREWIRE 205 CARPENTRY -FINISH GUY EVANS GARY 760/343-1299 C P S401-0-20517,01516 210 CLEAN UP -ROUGH NUNGARAY CONST SANTIAGO NUNGAR 909-849-1378 C Y S401-0-20513, -01512 222 DRYWALL GRAND PACIFIC BUILDING DANNY BROWN 909-466-3855 C P S401-0-20510, -01510 280 STUCCO SILVERADO PLASTERING JOE LEWIS 909/657-1885 C Y S401-0-01522 280 STUCCO PHB CONTRACTING INC DAVE BOGGS 760-863-3834 C Y S401-0-20512 301 APPLIANCES WHIRLPOOL MARVIN PANZER 949/457-1854 C Y PO 303 CABINETS CAPITAL CABINET MIKE ANDERSON 909-923-941 I C Y S401-0-20514, -01514 309 CERAMIC TILE SELECTILE RON SCHWARTZ 818/401-9978 C Y S401-0-01519,20520 324 ELECTRICAL FIXTURES MODERN ELECTRIC REX STEINER 949/551-7308 C P PO 327 ENCLOSURES -SHOWER LMI LARRY METHVIN 909/477-7979 C Y S401-0-20521, 01520 336 GARAGE DOORS ANAHEIM DOOR MIKE BLANCHARD 714/779-1919 C Y S401-0-20516, -01513 337 GARAGE DOOR OPENER5 OPTIONAL 341 HARDWARE FINISH SEE 3205 353 MIRRORS LMI LARRY METHVIN 909/947-7979 C Y S401-0-20522, 01521 357 MIRRORED DOORS OPTIONAL 360 PAINTING MILMARK BOB MILLER 760/360-2293 C Y S401-0-20524,-01524 382 COUNTERTOPS MARBLE REGAL CULTURED MARBLE CHUCK CHAMBERLIN 714/525-4351 C Y S401-0-20519, -01518 388 TUB/SHOWER LASCO BATHWARE DEANNA COX 800/800-2284 C Y S401-0-20515, -01515 411 CLEAN UP FINAL G&G CLEAN UP DAVE GIBSON 760/345-4495 C P PO 431 FLOORING - CARPET HOMEWORKS BRENDA MILHAYLO 949/393-3002 C P S401-0-20523,-01523 432 FLOORING -CERAMIC BRENDA MILHAYLO 949/393-3002 433 FLOORING -RESILIENT BRENDA MILHAYLO 949/393-3002 458 ROLLER SHADES 940 MAILBOXES 971 ONSITE FENCING GOLDEN STATE FENCE DAVE HALL 909/788-5620 C Y S401-0-00522 * COLUMN I - CONTRACT INFORMATION - C=SIGNED CONTRACT, T=TYPED. MAILED TO SUB FOR SIGNATURE, W=WRITTEN, NEEDS TYPING, * N=AWARDED NEEDS TO BE WRITTEN 30 POST -CLOSING WORK (See attached letter containing Preliminary Punch List) CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Exhibit "D" P.O. Box 1504 78-495 CALLE TAMPICO (760) 777-7000 LA QUINTA, CALIFORNIA 92255 (TDD) (760) 777-1227 May 23, 2000 Mr. John O'Brien, Project Manager Catellus Residential Group 4000 Westerly Place Newport Beach, CA 92660 Subject: Preliminary Punch List - Miraflores Improvements, Tract 28601 Dear Mr. O'Brien: In response to your request on May 15, 2000, City Staff performed an inspection of the Miraflores Residential Development Project, Tract 28601 and are providing the following "Preliminary Punch List" for your action. Phase I improvements will not be deemed substantially complete until all punch list items are completed to the satisfaction of the City Engineer. Upon substantial completion performance bonds may reduced to commensurate levels. Final acceptance and 100% release of bonds can not occur until all improvements required by the tract map are complete. Original mylars for all improvements shall be updated to reflect the as -built condition, or progress condition, and certified by the project engineer. 2. Utilities a. Provide evidence that demonstrates all utilities have been installed as indicated on the plans for Iots 19, 76, 77, 75, and 57. b. Provide "letters of acceptance" from all utility companies. 3. Provide a certification letter indicating that aII monumentation has been performed. 4. Provide unconditional lien releases from all subcontractors. 5. Miscellaneous work: a. A general clean up of the entire tract shall be performed removing all construction debris, including but not limited to, stock pile of dirt within the future senior apartment site, all concrete, broken A.C. pavement and block, and removal of sand build-up along the interior of the perimeter wall. b. All on site streets, gutters, and sidewalks will be cleaned of sand and/or dirt build up. ' 6. Avenue 48 Street Improvements: a. Correct site distance problem for traffic entering the project site from the left turn pockets adjacent to both project entries (there are trees obstructing the driver's view of ' on -coming traffic). Plan revision approval from the City is required prior to commencing work. b. Raise sewer manhole to grade. C. Respond to additional comments and corrective items identified by Korve Engineering as described within Mr. O'Rourke's May 2, 2000 letter, attached. 7. Phase I Street Improvements: a. Install the final lift of A.C. b. Install stop signs and stop bars in accordance with the plans and specifications. C. Raise sewer manholes and clean -outs to grade. d. Mark "S" on curb face for sewer laterals. e. Respond to additional comments and corrective items identified by Korve Engineering as described within Mr. O'Rourke's May 2, 2000 letter, attached. 8. Phase I Curb and Gutter Repairs: . a. Remove and replace 10' of curb and gutter on the southwest comer of.MirafloTes and Silver Berry. b. Remove and Teplace 10' of curb and gutter at 47-905 Silver Berry and repair chipped gutter lip. C. Repair chipped gutter lip at 47-875 Silver Berry. d. Remove and replace 20' of curb and gutter at 47-870 Silver Berry. e. Remove and replace 10' of curb and gutter at 79-951 Cassia. f Remove and replace 10' of curb and gutter on the northeast comer of Cassia and Silver Bent'. g. Remove and replace 10' of curb and gutter just east of Cassia and Silver Berry. h. Remove and replace 10' of curb and gutter on the northeast corner of Cassia and Sumac. i. Repair chipped gutter lip at 47-815 Sumac. j. Repair chipped gutter lip at 47-750 Sumac. • k. Repair chipped curb at 47-810 Sumac. l: Repair chipped gutter lip at 47-870 Sumac. 33 M. Repair chipped gutter lip at 47-890 Sumac. n. Respond to additional comments and corrective items identified by Korve Engineering as described within Mr. O'Rourke's May 2, 2000 letter, attached. Sand Filters a. Provide general maintenance to both Sand Filters and to inlets on line `B" and "D". b. Raise 2 manholes on "A" Street and one manhole on " H" Street to grade. Respond to additional comments and corrective items identified by Korve Engineering as described within Mr. O'Rourke's May 2, 2000 letter, attached. 10. Water Improvements - Phase I a. . Raise inline gate valves to grade. b. Raise fire hydrant valves to grade and paint fire hydrants. C. Raise blow -off valves to grade. d. Raise blow -off cans to grade. e. Respond to additional comments and corrective items identified by Korve Engineering as described within Mr. O'Rourke's May 2, 2000 letter, attached. 11. Construct and install the Well Site improvements on Avenue 48 as conditioned by the Coachella Valley Water District.. The balance of on -site improvements, including the remaining street improvements, raising the remaining water and sewer facilities to grade, and the balance of the off -site improvements, including the construction of the City entrance monument, median island and median island landscaping on Jefferson Street shall be performed by others at the project's expense. Please complete.all punch list corrective items on or before June 5, 2000. Should this schedule present a problem, contact Nick Nickerson at (760) 777-7088 so the City can coordinate your action with the RDA contractual commitments. Sinc , D. S EVEN. EEP,PE. Senior Engineer cc: Tim Mulrenan, Rosenow Spevacek Group, Inc. Nick Nickerson, Nickerson & Associates Dawn Honeywell, City Attorney Project File , 34 U 1� Korve 1 Engineering May 2, 2000 John O'Brien, Project Manager CATELLUS RESIDENTIAL GROUP 5 Park Plaza, Suite 400 Irvine, CA 92614 RE: Miraflores Project, La Quinta, CA Tract 28601-1 "Progress As -Built Plans" 598060X0 Dear John, To accompany this letter, we have prepared "rediined" plan sets detailing the "Progress" As -Built condition for the above -mentioned project, as observed in the field. On Thursday, April 20, 2000, the following people walked the project site: John O'Brien - Catellus Residential Patrick Bird - Catellus Residential Joe Gross Jr.- Catellus Residential Daniel J. O'Rourke - Korve Engineering, Inc. Hector Guzman - City of La Quinta Howard Compton - City of La Quinta The purpose of the field walk was to observe the visible limits of construction that have been completed by Catellus Residential. We cannot attest to the quality of materials used, or the completion of subsurface construction, except as evidenced by above -ground appurtenances. The "Progress" As-Builts provide the limits of the existing construction; the City of La Quinta must decide what is acceptable. Per my discussions with Hector and Howard, there has not been a final inspection performed on - site or off -site, so there are no inspection reports orformal punch list items for resolution by Catellus Residential. Furthermore, we did not receive any rediined plan sets from Catellus Residential, and it is their contention that all construction that has been completed, is per the project plans. As we walked the site, Hector and Howard marked damaged curb and gutter that will need to be replaced, but as stated by Hector, it was only to be considered a cursory inspection. Hector and Howard stated that a final "bond release" inspection would not be completed until the tract is complete, probably because they do not understand how the tract will be completed. From our understanding, how the planned improvements will be completed is somewhat discretionary, based on the City's choice of a new developer, or entering into a monetary agreement with Catellus Residential. City staff needs to communicate how an interim inspection for all work completed to A California Corporation With offices in: 290 North V Street, Suite 504 Oakland Los Angeles San Bernardino, CA 92401 San Francisco La Quinta 9o9-884-4777 San Jose Salt Lake City . _ kAeA a Oe...k. rinnvor - 35 Mr. John O'Brien As -Built Letter Page 2 1,C Korve 1 Engineering date needs to be performed, and Catellus needs to call for that inspection. For the inspections, the City has stated that gutters will need to be cleaned to check for potential damage, and for hydro - testing gutter flow lines. In some instances, Catellus' contractors may need to be called in to repair or replace items under warranty retention agreements. With regard to the mapping, and for the benefit of readers of this letter who are not familiar. Tract 28601-1 was mapped as eighty-six single family residential lots, with remainder parcels set aside for future apartments or single-family homes, to be decided at a later time. A Final Map will need to be prepared and recorded for those "open" areas, as they are referred to herein. . We have separately listed each plan set with major topics for each. For more detailed descriptions please see the "redlined" sets.. Dry Utilities - Forthis category, there are no "redlined" plans prepared by Korve Engineering, (KORVE). Catellus Residential has provided, and we have attached, letters from Media One, GTE, IID, and The Gas Company which state that underground dry utilities have been placed and accepted, as well as red - lined plans from the contractors. Dry utility sweeps and stubouts have been installed, but the as - built utilities and hand holes will need to be coordinated with future meter pedestals and other improvements. The dry utilities were not within the purview of KORVE. Precise Grading, Models, Tract 28601-1 Z S • All three models constructed per the plan set. • Please see the Precise Grade Verification letter from Tri-State Land Surveyors, attached. We did not access back yards to verify the construction limits against the project plans for retaining walls, standard block walls and wood fences. Precise Grading, Tract 28601-1 1054 tt4 • Twenty-seven homes constructed per plan, combined with three models for a total of thirty. • See also the above -mentioned Precise Grade verification letter. • Several architectural "elevation" updates were noted on the plans, as sent to Catellus and the field office on 7-14-99. We did not access back yards to verify the construction limits against the project plans for retaining walls, standard block walls and wood fences. Storm Drain Plans, Tract 2860130 • High Density Polyethylene Pipe (HDPE)was used an alternate to Reinforced Concrete Pipe (RCP). All storm drain manholes will need to be adjusted to grade with the final lift of AC paving. • The Village Green sand filters were constructed in parallel, rather than in series per Steve Speer. We do not have contractor's redlines to transfer the information. Sand filter grates in the Village Green area fit poorly. Catellus' contractor is to replace them, as well as replace the existing 1" beams with galvanized rather than steel. 38 I Korve 1K Engineering Mr. John O'Brien As -Built Letter Page 3 The two storm drain easements as shown on the plans, (sheets 2 and 3), are not recorded easements. • Standing water was observed in the sand filters. Sand was built up against the two desilting inlets in the open -graded areas, and should be removed. o� Offsite Water Plans - Jefferson Street 2- o Water valves in Jefferson will need to be adjusted to grade after final lift of AC paving is placed. • Per discussion with Mike Tanner of CVWD on 5-2-00, CVWD will take care of their own As - Built plans. Since the water has been energized, we can assume their facilities have been acc�:, ltecd t E e r- 07C a-cLe p &HGe Onsite Water Plans - Tract 28601-1 4' • All water valve cans will need to be adjusted to grade after final lift of AC paving is placed. • Per discussion with Mike Tanner of CVWD on 5-2-00, CVWD will take care of their own As - Built plans. Since the water has been energized, we can assume their facilities have been accepted.-- fled, 1C-�.e r- of P4c^rc'e • Catellus' contractor constructed the copper water services to each lot, per plan. CVWD will not set the meters until they are needed. /,/&%/ Q. Xi e�cr-S h,ee-I L Fro`'Zr-? ? • �� Some entire meter boxes in Phase 2 and 3 were missing. Some meter boxes in Phase 2 and 3 were missing their lids. Two locations -future sidewalk may conflict with irrigation backflow preventers. Three locations - At dead ends, the valve cans and blow -off lids were not observed at - grade, per CVWD standards. • > Water service to serve park site between lots 78 and 79 will need to be moved back behind the modified curb location, (modified by addition of sheet 5A to the street plans). Onsite Sewer Plans - Tract 28601-1 0 Sewer manholes and cleanouts on westerly side of site appear to have been paved over. Sewer manholes and wet well in Avenue 48 appear to have been paved over. • All sewer manholes will need to be adjusted to grade after final lift of AC paving is placed. • Per discussion with Mike Tanner of CVWD on 5-2-00, CVWD will take care of their own As - Built plans. .Since the sewer is operational, we can assume their facilities have been accepted. ne-td c_cf_,e_pk-c r•c-_ �,_- 4-er • Sewer laterals locations are to marked with an "S" on the curb. These marks were not observed in the field. Rough Grading - Tract 28601 G • See offsite street plans for comments regarding grading along Jefferson Street. As a result of precise grading spoils and waste stockpiled on the future northerly apartment . area, it was difficult to ascertain final as -built grades. • Rough Grading of all building pads done, Pad Certifications are attached. Open areas are 37 G-`SO COY�S►C1�r0'�1� S G. N_� � t `6--.J v� F Mr. John O'Brien • As -Built Letter Page 4 1K Korve 1 Engineering in substantial conformance with the exception of above. Due to blow sand, the site may need to be surveyed to certify line and grade, if the City so desires. Offsite Street Plans - Avenue 48 and Jefferson Stre4,� • Existing striping has been left in place. Striping at the project exits will need to be redone with the final AC wearing course on -site. Fog Seal and subsequent final striping will be needed throughout. This includes stop bars and legends for site exits and crosswalks. • At least one sign on Avenue 48 needs to be installed, see sheet 5. • Rough.AC patch area noted by Hector on Avenue 48, just west of Miraflores Boulevard intersection. • inspectors to check sight distance for both left turns leading into the site for potential conflicts with landscaping. • Catellus was apparently asked by the City to pull off of Jefferson during CVWD's work. CVWD has loose AC backfill on their work. From curb line to centerline street, AC needs work. • Water valves in Jefferson will need to be adjusted to grade after final lift of AC paving is placed. • Formal inspection of public improvements should be performed by the City of La Quinta. • As noted on the redlines a portion of the as -built slope appears to be steeper than 3:1 • design, between sidewalk and curb. • Onsite Street Plans - Tract 286014 • No erosion control measures �vete observed at existing curb ends. • We did not observe curb markings denoting locations for sewer laterals, gas services, and electrical services. • Final AC pavement course and striping yet to be installed. • Street name signs in place. See sheet 1 for street name comments. • Westerly portion of site, (Phases 2 and 3) as denoted, has no sidewalk or pedestrian ramps; only curb and gutter. • Limits of constructed curb and gutter shown on, plans. • All driveway aprons constructed. At least one driveway appears to have been constructed in a location other than plan. We did not check every lot in detail, Lot 73 was noted as such. All valves and manholes will need to be adjusted to grade with final AC pavement course. • Dry utility sweeps and stubouts have been installed, but the as -built utilities and hand holes will need to be coordinated with future meter pedestals and other improvements. • Barricades and redwood .headers were not constructed at the street dead ends per plan. • Some curb return stationing and elevation callouts were corrected, as they were staked during construction. L 1 Korve 1� Engineering Mr. John O'Brien As -Built Letter Page 5 We trust these comments, as well as our "redlined" sets, will satisfy the needs of Catellus Residential and the City of La Quinta. Please call me at (909) 884-4777 if you have any questions. Sincerely yours, KORVE ENGINEERING, INC. Daniel J. ourke, P.E. Project Manager asbuimvwpd xc: Nick Nickerson, City of La Quinta, (with bluelines) FJ • We TERMINATION OF RESTRICTIONS RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Allen Matkins Leck Gamble & Mallory LLP 1900 Main Street, 5tn Floor Irvine, California 92614-7321 Attention: John C. Gamble, Esq. (Space Above For Recorder's Use) DECLARATION OF TERMINATION OF RESTRICTIONS THIS DECLARATION OF TERMINATION OF RESTRICTIONS (this "Declaration") is made by and between CATELLUS RESIDENTIAL GROUP, INC., a California corporation ("Catellus") and LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Agency"), and is dated. as of 2000. Catellus and Agency are referred to herein collectively as the "Parties". RECITALS A. On November 30, 1998, that certain Declaration of Covenants, Conditions and Restrictions for Property dated as of October 6, 1998, was recorded in the official records of Recorder's Office of Riverside County, California (the "Official Records") as instrument no. 518772 (the "SFR Site Declaration"). The SFR Site Declaration encumbers certain real property described on Exhibit "A" attached hereto (the "SFR Site") which is owned by Catellus and located within the La Quinta Project Area in the City of La Quinta and is subject to the provisions of the "Redevelopment Plan". B. The Parties previously entered into that certain Affordable Housing Agreement for Single Family Residential, dated as of October 6, 1998, as supplemented by that certain Agreement to Encumber Additional Property Under Affordable Housing Agreement for Single Family Residential, dated as of March 18, 1999, as further amended by that certain Second Implementation Agreement, dated January 3, 2000, 1999 (collectively, the "Housing Agreement"), as well as that certain Affordable Housing Agreement -for Senior Apartments, dated as of October 6, 1998 (the "Apartments Agreement"). On February 18, 1999, the Housing Agreement was recorded in the Official Records as instrument no. 62841. C. The Parties previously entered into that certain Amendment to Affordable Housing Agreement for Single Family Residential and Affordable Housing Agreement for Senior Apartments (the "Amendment to Agreements"), dated as of June 2000. CAMy Documents\WPDOCS\AHAgrCatTermRev.wpd Exhibit "E" Page l of 5 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 D. Pursuant to the terms of the Amendment to Agreement, this Declaration shall be recorded as a means for terminating all affordability restrictions currently applicable to houses that have not yet been sold pursuant to the Housing Agreement. NOW, THEREFORE, the Parties declare that: 1. Pursuant to the Amendment to Agreements, all affordability covenants set forth in the SFR Site Declaration, including but not limited to Section 2 and Section 3 of the SFR Site Declaration, are hereby deleted from the SFR Site Declaration entirely as they pertain to the real property described on Exhibit "A" attached hereto and incorporated herein by this reference. To the extent other restrictions similar to the foregoing affordability covenants exist, whether known or unknown, all such restrictions are hereby terminated and no longer applicable to the SFR Site. To the extent in the future additional real property subject to the SFR Site Declaration shall be subject to the termination of said affordability restrictions pursuant to the provisions of the Amendment to Agreements, an additional Declaration(s) shall be executed and recorded by the parties hereto. 2. Nothing in this Declaration shall terminate or reduce the effectiveness of any restrictions against race discrimination or alter the fact that the SFR Site remains subject to the overall Agency Redevelopment Plan. 3. Pursuant to the Amendment to Agreements, the Apartments Agreement is terminated in its entirety and this Declaration shall cause the Apartments Agreement to be deleted from the Official Records. Pursuant to the Amendment to Agreements, the Housing Agreement, except for certain agreements contained in the Amendment to Agreements, is substantially terminated and this Declaration shall cause the Housing Agreement to be deleted from the Official Records. 4. If any term or provision of this Declaration or the application hereof to any person or circumstance shall to any extent be invalid or unenforceable, then the remainder of this Declaration and the application of such term or provision to other persons or circumstances shall be unaffected thereby, and each term and provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Declaration intending it to be effective as of the date of its recordation in the Official Records. "AGENCY": LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic By: THOMAS P. GENOVESE Executive Director f \Mv rincnmentc\WPDOCS\AHAerCatTermRev.wnd Exhibit "E" Nee 2 of 5 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 "CATELLUS": CATELLUS RESIDENTIAL GROUP, INC., a California corporation Name: Title: A U A F,xhibit "E" paQP I nf 5 Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 EXHIBIT "A" to Exhibit "E" PARCEL 1: LOTS 1 THROUGH 12, 19, 20, 24, 28, 34, AND 41 THROUGH 86, INCLUSIVE, OF TRACT NO. 28601-1, AS SHOWN BY MAP ON FILE IN BOOK 278, PAGES 86 THROUGH 90 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: REMAINDER PARCEL, OF TRACT NO. 28601-1, AS SHOWN BY MAP ON FILE IN BOOK 278, PAGES 86 THROUGH 90 OF MAPS, RECORDS OF RIVERSIDE, COUNTY, CALIFORNIA. Amendment to the Affordable Housing Agreements Between the La Quinta Redevelopment Agency and Catellus Residential Group June 20, 2000 STATE OF CALIFORNIA ) )ss COUNTY OF ) On , 2000, before me, a Notary Public state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA ) )ss COUNTY OF ) On , 2000, before me, a Notary Public state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State C-\Mv nnenmentq\WPDOCS\AHAerC.atTermRev.wnd Exhibit "E" Nee 5 of 5