The URL can be used to link to this page

Spanos Corp/Affordable Housing Agreement 99PLEASE COM ET THIS INFORMATION RECORD NG REQUESTED BY: Regenia ensley, Deputy City Clerk AND WHE RECORDED MAIL TO: CI Y OF LA QUINTA At n: Gina Hensley 78 495 Calle Tampico La Quinta, CA 92253 DOC sit 1999-434042 09/30/1999 08:00A Fee:NC Page 1 of 64 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk 8 Recorder 1111111111111111111111111111111111111111111111111111111 M S U PAGE SIZE DA PCOR NOCOR SMF MISC. AM A R L COPY LONG REFUND NCHG EXAM AFFORDABLE HOUSING AGREEMENT FOR APARTMENTS BY AND BETWEEN LA QUINTA REDEVELOPMENT AGENCY AND THE SPANOS CORPORATION TITLE OF DOCUMENT THIS AREA FOR RECORDER'S USE ONLY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 ADDITIONAL RECORDING FEE APPLIES) C:\MYPATA\WPDOCS\FORMS\Recorder.wpd M AM 1999-560669 AFFORDABLE HOUSING AGREEMENT FOR APARTMENTS BY AND BETWEEN LA QUINTA REDEVELOPMENT AGENCY, AGENCY AND THE SPANOS CORPORATION DEVELOPER SEPTEMBER 7, 1999 IN�NI��uI'�II�IpIN�I�I�I�IRN .,.�'�,m. 1999-434642 TABLE OF CONTENTS Page I. [100] SUBJECT OF AGREEMENT ................................. 6 A [101] Purpose of Agreement ................................. 6 B. [102] The Redevelopment Plan ............................... 6 [103] The Project Area ..................................... 7 [104] The Site ............................................ 7 [105] Parties to the Agreement ............................... 7 1. [106] The Agency .................................... 7 2. [107] The Developer, Developer Property ................. 8 3. [108] Prohibition Against Changing Ownership Management and Control of Developer and Prohibition Against Transfer of the Site ..................................... 8 [109] Representations by the Developer ........................ 9 [110] Representation by the Agency ........................... 9 II 00] AGENCY ASSISTANCE .................................... 10 [201 ] Acquisition and Construction Assistance ................... 11 [202] Conditions Precedent to the Transfer of the Site and Developer Property ............................. 12 [203] Exchange of the Site and the Developer Property ........... 12 [204] Escrow ............................................ 12 [205] [Intentionally Omitted] ................................. 14 F. [206] Conveyance of Title and Delivery of Possession ............ 14 G. [207] Condition of Title .................................... 14 H. [208] Payment of the Purchase Price and Recordation of Deed ..... 15 I. [209] Title Insurance ...................................... 15 J. [210] Taxes and Assessments .............................. 16 m K. [211 ] Conveyance Free of Possession ........................ 16 WZ( L. [212] Inspections; Condition of Site ........................... 16 Wm(D rD m a m 1 Inspections ......................................... 16 1 2. "As Is" ............................................. 16 CU " " 3. Indemnity .......................................... 17 4. Release and Waiver .................................. 17 5. Definitions .......................................... 18 i 6. Materiality .......................................... 18 7. Right to Contest ..................................... 18 M. [213] Preliminary Work by the Developer ...................... 19 N. [214] Intentionally Omitted .................................. 19 .� O. [215] Disbursement of Agency Assistance for Improvements ....... 19 1. Deposit of Agency Assistance .......................... 19 2. Conditions for Each Disbursement ....................... 20 III. [300] DEVELOPMENT OF THE SITE ............................:. 20 A. [301 ] Development of the Site ................................ 20 1. [302] Scope of Development ............................. 20 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 2 2. [303] Site Plan ..................................... 20 3. [304] Review and Approval of Plans, Drawings, and Related Documents ............................. 21 4. [305] Cost of Development ............................ 21 5. [306] Construction Schedule ........................... 22 6. [307] Indemnity, Bodily Injury and Property Damage Insurance 22 7. [308] City and Other Governmental Agency Permits ........ 22 8. [309] Rights of Access ............................... 23 9. [310] Local, State and Federal Laws .................... 23 10. [311 ] Anti -Discrimination .............................. 23 11. [312] Taxes and Assessments ......................... 23 [313] Prohibition Against Transfer of the Site, the Buildings or Structures Thereon and Assignment of Agreement .......... 24 [314] Right of the Agency to Satisfy Other Liens on the Site After Title Passes .................................... 24 [315] Certificate of Completion ............................... 24 [316] No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases -Back or Other Financing for Development .. 25 [317] Holder Not Obligated to Construct Improvements ........... 25 [318] Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure ................... 25 [319] Failure of Holder to Complete Improvements ............... 26 [320] Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default .................... 26 IV. 400] USE OF THE SITE ........................................ 27 [401 ] Affordable Housing ................................... 27 1. Number of Units ..................................... 27 [402] Uses In Accordance with Redevelopment Plan; Nondiscrimination .............................. 27 C. [403] Effect of Violation of the Terms and Provisions of this �@ @co Agreement After Completion of Construction ............... 29 ° D. [404] Maintenance of the Site ............................... 29 V. [500] DEFAULTS AND REMEDIES ................................ 29 A. [501] Defaults -- General ................................... 29 B. [502] Legal Actions ....................................... 30 1. [503] Institution of Legal Actions ........................ 30 2. [504] Applicable Law ................................. 30 3. [505] Acceptance of Service of Process ................... 30 -- C. [506] Rights and Remedies Are Cumulative .................... 30 -� D. [507] Inaction Not a Waiver of Default ......................... 31 E. [508] Remedies and Rights of Termination ..................... 31 1. [509] Damages ..................................... 31 i 2. [510] Specific Performance ............................ 31 CAMy ocuments\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 3 Cr �m-r (0 �0 Imo m l m@ CO �y M m` VI. [6 0] GENERAL PROVISIONS ................................... 31 A.1 [601] Notices, Demands and Communications Between Parties .... 31 B [602] Conflicts of Interest ................................... 32 C [6031 Enforced Delay; Extension of Times of Performance ......... 32 D [604] Non -Liability of Officials and Employees of the Agency and the Developer ................................... 32 E [6051 Entire Agreement, Waivers ............................. 33 F [606] Amendments to this Agreement ......................... 33 VII. ' [700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ........ 33 IN91gIIIIIII�NIIBp =-�"m=`4B Nwui�uu�aum�aiwieiwyiaaid� „1,99.g�_ CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 4 Attachment No. i Attachment No. 2 Attachment No. 3 Attachment No. 4 Attachment No. 5 Attachment No. 6 Attachment No. 7 Attachment No. 8 Attachment No. 9 Attachment No. 10 ATTACHMENTS The Site Legal Description Scope of Development Schedule of Performance Grant Deed Promissory Note Short Form Deed of Trust and Assignment of Rents Declaration of Conditions, Covenants & Restrictions Certificate of Completion Application for Disbursement ItlIIII�IIII�RIIAgIINII�Ifl�uIIIflRIAI =��'a 1111111111111111111191BgIIIBIRIll�l91-'-�%�"GGA CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 5 m cc0co (0 to `co �U N body co corpora - the "Pai AFFORDABLE HOUSING AGREEMENT is Affordable Housing Agreement ("Agreement") is entered into this e--day of 1999, by and between LA QUINTA REDEVELOPMENT AGENCY, a public )orate and politic (the "Agency") and THE SPANOS CORPORATION, a California )n (the "Developer"). The Agency and the Developer (collectively referred to as es") hereby agree as follows: [100] SUBJECT OF AGREEMENT [101] Purpose of Agreement he purpose of this Agreement is to effectuate the Redevelopment Plan (as hereina er defined) for the La Quinta Redevelopment Project Area No. 2 (the "Project") by providi g for the improvement of certain property situated within the Project Area of the Project (the "Project Area"), by assisting in the financing of the acquisition and develo ment of 14.4 acres (the "Site") situated within the Project Area, of approximately 200 ap rtment units and related improvements (the " Development") on 14.4 acres (the Site") a d the long-term maintenance of 20 such apartment units at an affordable housing cost fo persons and households of low and moderate -income, all as more fully described in this areement. Agency financial assistance in this Agreement shall be utilized to effectuate a portion of the Agency's overall affordable housing program pursuant to the requirements of Cali rnia Health and Safety Code Section 33334.2 to expend twenty percent (20%) of its incr ment funds to improve, increase and preserve the community's supply of low- and moder to housing. The acquisition and development of the Site and the occupancy of ten perce t (10%) of the apartment units as developed for households of limited incomes all as pro ided in this Agreement are in the vital and best interests of the City of La Quinta (the " ity") and the health, safety and welfare of its residents, and in accord with the public purpo es and provisions of applicable state and local laws and requirements under which the Pr iect has been undertaken. B. [102] The Redevelopment Plan This Agreement is subject to the provisions of the Redevelopment Plan for Project Area o. 2 (the "Redevelopment Plan") which was approved and adopted by Ordinance No. 1 9 of the City Council of the City of La Quinta on the 16t" day of May, 1989. Said ordin nce and Redevelopment Plan are fully incorporated herein by reference. Any amendment hereafter to the Redevelopment Plan (as so approved and adopt d) which changes the uses or development permitted on the Site as proposed in this Agre ment, or otherwise changes the restrictions or controls that apply to the Site, or othe ise affects the Developer's obligations or rights with respect to the Site, shall not CAMy ocuments\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 6 I IIIIII IIIIII IIII IIII IIII IIIIIII IIII�I III IIIII IIII IIII 09 3099 o9908 f f4 64?00R apply to Redevel consent City a Redeve propert Project Map or legal d incorpc Site, a "Scope which herein Devel propo; be cor of this o= m m � co OIL m-,Mo as TJ ti m ar 47 CU functit Safe' Quin writir the Site without the written consent of the Developer. Amendments to the pment Plan applying to other property in Project Area No. 2 shall not require the if the Developer. [103] The Project Area e La Quinta Redevelopment Project Area No. 2 ("Project Area") is located in the is generally bounded by Washington Street, the northern corporate boundary, Street and Avenue 50. The exact boundaries are as set out in the ipment Plan. [104] The Site 'he "Site" is currently owned by the Agency and consists of 14.4 acres of real northeast of the intersection of 4811 Avenue and Adams Street located within the 4rea in the City of La Quinta, County of Riverside. The Site is depicted in the Site Attachment No. 1 attached hereto and incorporated herein by this reference. The ascription of the Site is provided on Attachment No. 2 attached hereto and ,ated hereby by this reference. According to the proposed Specific Plan for the naximum of 200 rental units will be developed on the Site in accordance with the of Development" and by the times set forth in the "Schedule of Performance, " re attached hereto as Attachment Nos. 3 and 4, respectively, and incorporated iv reference. y material change, as reasonably determined by the Agency, in the Scope of lent (Attachment No. 3) which affects the size, quality, or type of development for the Site shall require the written approval of the Agency, which approval may lent upon the review and renegotiation of all of the economic and financial terms reement and such other matters as the Agency shall deem appropriate. E. [105] Parties to the Agreement 1. [106] The Agency The Agency is a public body, corporate and politic, exercising governmental ins and powers and organized and existing under Chapter 2 of the Community ,elopment Law of the State of California, Division 24 of the California Health and Code, the principal office of the Agency is located at 78-495 Calle Tampico, La i, California 92253, or such other address as Agency shall hereafter designate in to Developer. "Agency", as used in this Agreement, includes the La Quinta Redevelopment Agen y and any and all assignees of or successors to its rights, powers and resp nsibilities. 1111 oil 1111111111111111111111111 IN 0913e $ of 0 4:00R CAMy Oocuments\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 7 principal 3773 H 2. [107] The Developer, Developer Property The Developer, The Spanos Corporation, is a California corporation. The office and mailing addresses of the Developer for purposes of this Agreement is vard Hughes Parkway, Suite 5903, Las Vegas, Nevada 89109. By executing this Agreement, each person signing on behalf of the Developer warrant and represents to the Agency that the Developer has the full power and authority to ente into this Agreement, that all authorizations required to make this Agreement binding pon the Developer have been obtained, and that the person or persons executing this Agr ement on behalf of the Developer are fully authorized to do so. Whenever the term "Developer" is used in this Agreement, such term shall include Ony and all nominees, assignees, or successors in interests as herein provided. The Developer owns ten (10) acres of property located generally at the southw st corner of 47t" Avenue and Adams Street (the "Developer Property"). The legal descrip ion for the Developer Property is attached hereto as Attachment No. 2B 3. [108] Prohibition Against Changing Ownership Management and Control of Developer and Prohibition Against Transfer of the Site The qualifications and identity of the Developer are of particular interest to the Ag ncy. It is because of these qualifications and identity that the Agency has entered into thi Agreement with the Developer. Prior to the issuance of a Certificate of Completion for Im rovements (as defined in Section 302) on the Site, the Developer shall not, except as per itted by this Agreement, assign or attempt to assign this Agreement or any rights or duti s herein, nor make any total or partial sale, transfer, conveyance, or assignment of the hole or any part of the Site or the Developer Improvements thereon, without the prior ritten approval of the Agency. Any purported transfer prior to the issuance of a Certifi ate of Completion, whether voluntary or by operation of law, except with the prior writte consent of the Agency, shall render this Agreement absolutely null and void and shall onfer no rights whatsoever upon any purported assignee or transferee. Notwithstanding any other provision of this Agreement to the contrary, Agen y approval of an assignment of this Agreement or transfer of the Site or any interest therei shall not be required in connection with: (a) the conveyance or dedication of any portio of the Site to the City of La Quinta or other appropriate governmental agency, inclu ing public utilities, where the granting of such easements permits or facilitates the devel pment of the Site; and (b) any assignment of this Agreement or transfer of the Site or th Site Improvements located thereon to a limited liability Corporation in which Deve oper is a member and has a greater than fifty percent (50%) ownership and man gement interest. I �IIIII IIIIII (IIII IIII III (IIIIII IIIIII III'IIII IIII I��I ls92 of 464 es,e �ea CAMy 4ocumentAWPDOCS�Agrmt-Spanos - AFA - Apartments.wpd R F 111111n�I�IN�BI��II��Yllll�ll�ltlk ='n'��a� [109] Representations by the Developer e Developer represents and warrants to the Agency as follows: 1. The Developer is duly established and in good standing under the laws of the St to of California and has duly authorized, executed and delivered this Agreement and any nd all other agreements and documents required to be executed and delivered by the eveloper in order to carry out, give effect to, and consummate the transactions contem lated by this Agreement. This Agreement is enforceable against the Developer in accor ance with its terms. 2. The Developer does not have any contingent obligations or contractual agreem nts which will materially adversely affect the ability of the Developer to carry out its oblia tions hereunder. 3. There are no. pending or, so far as is known to the Developer, threate ed, legal proceedings to which the Developer is or may be made a party, or to which it or any of its property is or may become subject, which have not been fully disclos in the material submitted to the Agency, which will materially adversely affect the ability o the Developer to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to the Developer's best knowle ge, threatened, looking toward the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or a ainst the Developer which could affect the validity and enforceability of the terms of this greement, or adversely affect the ability of the Developer to carry out its obligations hereun er. 5. The Developer has, and will as required by its obligations hereunder, dedicat , allocate and otherwise make available, sufficient financial and other resources to rt perm its obligations under this Agreement. ach of the foregoing items 1 to 5, inclusive, shall be deemed to be an ongoing repres ntation and warranty and shall survive the close of escrow for the Site and shall contin a until issuance of the Certificate of Completion for the Development. The Develo er shall advise the Agency in writing if there is any material change pertaining to any m tters set forth or referenced in the foregoing items 1 to 5, inclusive. [110] Representations by the Agency e Agency represents and warrants to Developer as follows: 1. Agency is a public body, corporate and politic, existing pursuant to the Califo nia Community Redevelopment Law (California Health and Safety Code Section 33000 , which has been authorized to transact business pursuant to action of the City of La Quinta. Agency has full right, power and lawful authority to transfer the Site as provided CAMy Dokuments\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 9 0 mCO CDC co 0 4. I mo a) N herein a d the execution, performance, and delivery of this Agreement by Agency has been full authorized by all requisite actions on the part of Agency. The parties who have execute this Agreement on behalf of Agency are authorized to bind Agency by their signatur s hereto. 2. Agency does not have any contingent obligations or contractual agreem nts which will materially adversely affect the ability of Agency to carry out its obligatio s hereunder. 3. There are no pending or, so far as is known to Agency, threatened, legal prc ceedings to which Agency is or may be made a party or to which it or any of its property is or may become subject, which will materially adversely affect the ability of Agency o carry out its obligations hereunder. 4. There is no action or proceeding pending or, to Agency's best knowled e, threatened, looking toward the dissolution or liquidation of Agency and there is no a ion or proceeding pending or, to Agency's best knowledge, threatened by or against gency which could affect the validity and enforceability of the terms of this Agreem nt, or adversely affect the ability of Agency to carry out its obligations hereunder. 5. To the best of Agency's knowledge, the Site is not currently in violation of any t w, ordinance, rule, regulation or requirement applicable to its use and operation. 6. Agency is not the subject of a bankruptcy proceeding. II. [2001 AGENCY ASSISTANCE he Agency agrees to provide to Developer pursuant to the Agreement, certain financia assistance and incentives in an amount not to exceed a total of Two Hundred and Sevent en Thousand Seven Hundred and Twenty-three Dollars ($217,723), which shall include funding for a portion of the off -site public infrastructure improvements for the Develo ment; and payment of City entity fees all as more particularly set forth in Sections 201 an 203 below (collectively, "Agency Assistance"). Agency shall provide for transfer in fee o the Site (14.4 acres) appraised at $1,117,723 or $78,712 per acre and Developer shall pr vide for transfer in fee of its Developer Property as consideration for transfer by the Ag ncy of the Site. The fair market value of the Developer Property has been apprais d as One Million Two Hundred Thousand Dollars ($1,200,000) or $117,000 per acre for 10.17 acres. This exchange of properties shall include a transfer of $82,277 from the Agency to the Developer so that the consideration for each property is equivalent. The Agenc Assistance has been funded from the Agency's Low and Moderate Income Housin Fund. Accordingly, Developer acknowledges and agrees that the use of the Site shall b subject to all of the income and affordability restrictions set forth in this Agreement, and th Declaration of Covenants, Conditions and Restrictions (Attachment No. 8). 1999-434042 IN 11 of 64 C AMy WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 10 �0D c000CID � mw mmo U 9 m a, m a, 4? [U N UK to excee ($217,72 the exch. from the is comp The Ass SeventE Note") i Deed of the Devi to comp [201 ] Acquisition and Construction Assistance 1. Agency shall provide Agency Assistance in a maximum amount not 1 Two Hundred Seventeen Thousand Seven Hundred Twenty-three Dollars 3) in financial assistance for the Development (the "Assistance") separate from Inge and transfer of the Site and the $82,277 necessary to balance the exchange )eveloper Property. The Agency Assistance shall be provided 50% after grading to and 50% after construction of the off -site street improvements are complete. ;tance shall be evidenced by a Promissory Note in the amount of Two Hundred �n Thousand Seven Hundred Twenty-three Dollars ($217,723) (the "Developer the form of Attachment No. 6 and secured by a Deed of Trust (the "Developer rust") in the form of Attachment No. 7. The Developer Deed of Trust shall secure oper's obligations to utilize the Assistance evidenced by the Developer Note and to the Development substantially in accordance with the terms of this Agreement. 2. The Site Purchase Price shall be One Million One Hundred Seventeen Thousa d Seven Hundred Twenty-three Dollars ($1,117,723). This amount represents the apprais d value of the land. The Purchase Price shall be composed of the exchange of the Dev toper Property valued at One Million Two Hundred Thousand Dollars ($1,200,000) in additi n to the cash payment from the Agency to the Developer of $82,277. The cash paymen shall be placed into escrow by the Agency and paid to the Developer upon the close of escrow for the Site and the Developer's Property. The Site shall be transferred to the D veloper by Grant Deed in the form of Attachment No. 5A. The Developer Property shall be transferred from the Developer to the Agency in the form of Attachment No. 5B 3. The Developer Note shall bear no interest and shall be due and payabl in accordance with the terms of the Developer Note. If the apartments are develo ed, the Developer Note shall be canceled and the Deed of Trust shall be reconv yed after the term of thirty (30) years of continuous implementation of the afforda ility restrictions as set out in the Conditions, Covenants, and Restrictions (Attach ent No. 8). 4. Agency shall disburse an amount for site preparation, grading, utility system and streets, for other governmental agency fees for project planning and develo ment costs, for utility and bond costs, and for City fees up to a maximum amount of Tw Hundred Seventeen Thousand Seven Hundred and Twenty-three Dollars ($217, 23) of additional project costs. This amount is inclusive of the up to $100,000 original y approved in the Exclusive Negotiation Agreement. the p The Assistance shall be disbursed to Developer in accordance with fisions of Section 215 hereof. 111111111111111111111IINIgIR�BI�YItll��ll �'n�';.�Tm• CAMy WPDOCSWgrmt-Spanos - AFA - Apartments.wpd 11 111111111111111111111111111111111111111111111111111111 ..�,�g�,�;� m CU @1 'rCOC.0 QD@w Cr MO c LO m m 4 of the Preced [202] Conditions Precedent to the Transfer of the Site and Developer Property for to and as conditions to transfer of the Site, the Developer shall complete each Ilowing by the respective times established therefor in the Schedule of nce (Attachment No. 4): 1. the Developer shall not be in default of this Agreement; and 2. the Developer provides to the Executive Director insurance certificates conforming to Section 307 of this Agreement; and 3. the Developer shall have executed and deposited with escrow for delivery to the Agency the Developer Promissory Note (Attachment No. 6) and the Deed of Trust (Attachment No. 7); and 4. the Developer shall have executed and deposited with escrow for recordation and delivery to the Agency the Declaration of Conditions, Covenants and Restrictions (Attachment No. 8) and the Grant Deed for the Developer Property; and 5. the Developer shall have provided evidence of their financing plan reasonably satisfactory to the Agency Executive Director sufficient to perform Developer's responsibilities for construction of the Development pursuant to this Agreement; and 6. the Developer has approved the environmental condition of the Site and agrees to acquire the Site in its present condition; and 7. the Agency shall have executed the Grant Deed for the Site and placed the $82,277 of the cash portion of the purchase price for the Developer Property in escrow. ie foregoing items numbered 1 to 6, inclusive, together constitute the "Conditions" it to the close of escrow for the Site and the Developers Property. [203] Exchange of the Site and the Developer Property The Developer shall acquire a fee simple marketable title to the Site pursuant to a Grant Deed in the form of Attachment No. 5A attached hereto and incorporated hereby by this reference. The Agency shall acquire a fee simple marketable title to the Developer Property pursuant to a Grant Deed in the form of Attachment No. 5B. [204] Escrow The Developer agrees to open an escrow (the "Exchange Escrow") with First Americe n Title Insurance Co., or with another mutually agreeable escrow company (the C:\My Documents\WPDOCS\Agent-Spanos - AFA - Apartments.wpd 12 9-566669 @� CU co mmw C�J mj Q CD m@ M ti 0 0 "Escrow Agent"), within 30 days after approval of this Agreement. This Agreement constitut s the Agency and Developer's escrow instructions for the sale and acquisition of the Site nd for the sale and acquisition of the Developer Property. A duplicate original of this Agre ment shall be delivered to the Escrow Agent upon the opening of the Exchange Escrow. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow gent, upon indicating within five (5) days after the opening of the Acquisition Escrow is acceptance of the provisions of this Section 204, in writing, delivered to the Agency nd the Developer, shall carry out its duties as Escrow Agent hereunder. T e Agency and the Developer shall each pay into the Exchange Escrow fifty percent 50%) of the following fees, charges and costs promptly after the Escrow Agent has noti ied the Agency and Developer of the total amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the Exchan a Escrow: 1. The Escrow fee; 2. Costs of drawing the grant deed; 3. Recording fees; 4. Notary fees; 5. The title insurance policy premiums; and 6. Any transfer tax and any state, county or city documentary stamps. he Developer shall deposit with the Escrow Agent the executed Developer ory Note (Attachment No.6) and Developer Deed of Trust (Attachment No. 7). he Escrow Officer shall notify the Agency when all outstanding documents includi g the respective Grant Deeds to the Developer and to the Agency, the Developer Deed f Trust (Attachment No. 7) and the Declaration of Conditions, Covenants and Restric ions (Attachment No. 8) have been executed and submitted to Escrow by the applica le party. The Escrow Agent is authorized to utilize the funds provided for the above exchange costs n the condition of the immediate recording of the Developer Deed of Trust (Attac ment No. 7) and the Declaration of Conditions, Covenants and Restrictions (Attach ment No. 8) after recording of each of the Grant Deeds (Attachment No. 5A and 5B) vestin title in the Developer and the Agency respectively. 11 funds received in the Exchange Escrow shall be deposited by the Escrow Agent, with of er escrow funds of the Escrow Agent in an interest -earning general escrow account or acc ants with any State or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbur ements shall be made by check of the Escrow Agent. If the Exchange Escrow has not closed within three (3) working days of the receipt by Es row of the Parties funds, then said funds shall be returned to the Parties unless both partie agree to extend the close of Escrow. C\My Ddcuments\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 13 i 121 � IIIINII 16 o�$68 IIIIIIIIIII A y amendment to these escrow instructions shall be in writing and signed by the Agency. At the time of any amendment, the Escrow Agent shall agree to carry out its duties a Escrow Agent under such amendment. T e liability of the Escrow Agent in the capacity of escrow holder with respect to the Agency i limited to performance of the obligations imposed under it under this Section 204 of this A reement. (205] [Intentionally Omitted] [206) Conveyance of Title and Delivery of Possession that the Developer is not in default under this Agreement and all conditions preced nt to such conveyance have occurred, and subject to any mutually agreed upon extensi ns of time, conveyance to the Developer of title to the Site and conveyance to the Agency of the Developer Property shall be completed on or prior to commencement of constru tion unless otherwise agreed to by the Agency: The Agency and the Developer agree t perform all acts necessary to conveyance of title in sufficient time for title to be conveyid in accordance with the foregoing provisions. ossession shall be delivered to the Developer and the Agency respectively, concur ently with the conveyance of title, except that limited access may be permitted before onveyance of title as permitted in Section 213 of this Agreement. The Developer and Ag ncy shall accept title and possession on the said date. m m �w [207] Condition of Title ;mo zg he Agency shall convey to the Developer fee simple title to the Site and the ti Devel per shall convey to the Agency fee simple title to the Developer Property free and clear o all recorded liens, encumbrances, encroachments, assessments, leases and taxes —= excep as approved by Developer and Agency pursuant to this Section 207. Within five (5) da s of execution of this Agreement, Agency shall with respect to the Site and Devel per with respect to Developer Property, cause First American Title Insurance Comp ny, or another title company reasonably acceptable to Agency and Developer (the "Title ompany"), to deliver to each other a standard preliminary title report (the "Title Repo ") with respect to the Site and Developer Property, together with legible copies of the d cuments underlying the exceptions ("Exceptions") set forth in the Title Report. Devel per and Agency shall have the right to reasonably approve or disapprove the Exce tions; provided, however, that the Developer hereby approves the Redevelopment Plan nd the lien of current non -delinquent real property taxes and assessments, if any, as Ex eptions. Developer and Agency shall each have ten (10) days from the date of receipt of the Title eport and the Exceptions pursuant to this Section 207 to give written notice to each other of its approval or disapproval of any of such Exceptions. If either Party fails to give writte approval of the Title Report within such time limit then it shall be deemed to have appr ved the Title Report. If either Party notifies the other Party of its disapproval of any CAMP ocuments\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 14 s FOG cDWCD co Zoo �m N Exceptio s in the Title Report, owner shall have the right, but not the obligation, to remove any dis pproved Exceptions within ten (10) days after receiving written notice of the disapl al or provide assurances satisfactory to the other Party that such Exception(s) will be re oved on or before conveyance of the Site and Developer Property. If Developer or Agen y cannot or in its sole discretion does not elect to remove any of the disapproved Exceptio s within that period, the other Party shall have ten (10) business days after the expirati n of such ten (10) days to either give written notice that it elects to proceed with the con yance of the Site subject to the disapproved Exceptions or to give written notice that it el cts to terminate this Agreement. Neither Developer nor Agency shall voluntarily create a y new exceptions to title following the date of this Agreement. [208] Payment of the Purchase Price and Recordation of Deed he Developer shall deposit the Grant Deed to the Developer Property (Attachment 5 No. B , the executed Developer Note, the Deed of Trust, and the Conditions, Covenants, and Re trictions (Attachment No. 8) for the Site and other sums required hereunder, if any, with th Escrow Agent prior to the date for conveyance of the Site, provided that the Escrow Agent shall have notified the Developer in writing that each Grant Deed, properly execut d and acknowledged by the Agency, has been delivered to the Escrow Agent and that tit[ is in condition to be conveyed in conformity with the provisions of Section 207 of this Ag eement. Upon the close of escrow, the Escrow Agent shall record the respective Grant eeds for recordation among the land records in the Office of the County Recorder of Rive side County. [209] Title Insurance oncurrently with recordation of the respective Grant Deeds, First American Title Insura ce Company or some other title insurance company satisfactory to the Agency and the D veloper having equal or greater financial responsibility ("Title Company"), shall provid and deliver to the Developer and to the Agency a CLTA or ALTA title insurance policy ssued by the Title Company insuring that the title is vested in the Developer and the Agenc , as applicable, in the condition required by Section 207 of this Agreement. The Title ompany shall provide the Developer and the Agency with a copy of the title insura ce policy and the title insurance policy shall be in the amount of Dollars ($ ) for the Site and the Developer Property. The Developer and Agency shall pay the title insurance premium attributable to a CLTA standard form policy of title insurance in the amount of the purchase price of the Site and tt e Developer Property respectively. The Title Company shall, if requested by the Developer, increase the amount of the title insurance policy or provide the Developer with an endorsement to insure the amount of 0 Developer's estimated development costs of the improvements to be constructed upon the Site. The Developer shall pay the entire premium for any such increase in cove 9erequested o.it. , 111,11, 11,11, 1111, 111, 111, 111111, 11,11,11,M11,IMWI,,;ag,.-'e��.:m. CAMy Pocuments\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 15 @cc CDCOCO m l m a, Qom] (U J.1 (210] Taxes and Assessments A valorem taxes and assessments, if any, on the Site and the Developer Property, and taxe upon this Agreement or any rights hereunder, levied, assessed or imposed for any peri d commencing prior to conveyance of title shall be borne by the Agency and Develop r respectively. All ad valorem taxes and assessments levied or imposed for any period c mmencing after closing of escrow for the Site shall be paid by the Developer. (211 ] Conveyance Free of Possession cept as otherwise provided in the Scope of Development (Attachment No. 3), the Site an the Developer Property shall be conveyed free of any possession or right of posses ion by any person except that of the Developer and the Agency respectively and the eas ments of record. [212] Inspections. Condition of Site 1. Inspections. The Developer shall conduct the Developer's own investigation of the Site, including but not limited to the existing improvements, if any, its physica condition, the soils and toxic conditions of the Site and all other matters which in the De eloper's judgment affect or influence the Developer's proposed use of the Site and the De eloper's willingness to develop the Site pursuant to this Agreement. The Develo er's investigation may include, without limitation, the preparation by a duly licensed soils a gineer of a soils report for the Site. Within the time set forth therefor in the Sched le of Performance (Attachment No. 4), the Developer shall provide written notice to the gency of the Developer's determinations concerning the suitability of the physical conditi n of the Site. If, in the Developer's reasonable judgment, the physical condition of the Sit is unsuitable for the use or uses to which the Site will be put to the extent that it is not economically feasible for the Developer to develop the Site pursuant to this Agree ent, then the Developer shall have the option either to (a) take any action neces ary to place the applicable Site in a condition suitable for development, at no cost to the gency; or (b) terminate this Agreement pursuant to the provisions of Section 511 hereo with respect to the Site. If the Developer has not notified the Agency of its deter inations concerning the suitability of the physical condition of the Site within the time set fo h in the Schedule of Performance (Attachment No. 4), the Developer shall be deem d to have waived its right to terminate this Agreement pursuant to this Section. of wh withc Deve to the shall implii pater there 2. "As Is". The Agency has provided the Developer with all information -h it has actual knowledge concerning the physical condition of the Site, including, it limitation, information about any Hazardous Materials, as defined below. The )per acknowledges and agrees that any portion of the Site, including but not limited existing improvements that it acquires from the Agency pursuant to this Agreement ie purchased "as is," in its current physical condition, with no warranties, express or d, as to the physical condition thereof, the presence or absence of any latent or condition thereon or therein, including, without limitation, any Hazardous materials in or therein, and any other matters affecting the Site. C AMy L - AFA - Apartments.wpd The Developer has provided the Agency with all information of which it has actual kn wledge concerning the physical condition of the Site, including, without limitation, informati n about any Hazardous Materials, as defined below. The Agency acknowledges and agr es that any portion of the Site, including but not limited to the existing improve ents that it acquires from the Developer pursuant to this Agreement shall be purct d "as is," in its current physical condition, with no warranties, express or implied, as to th physical condition thereof, the presence or absence of any latent or patent conditio thereon or therein, including, without limitation, any Hazardous materials thereon or therei , and any other matters affecting the Site. 3. Indemnity. The Developer agrees, with respect to the Site and the Agency grees with respect to the Developer Property from and after the date of recording of the d eds conveying title to the Site and the Developer Property respectively, to defend, indemni , protect and hold harmless the Agency and the Developer respectively and their officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Indemnities") from, regarding and against any and all liabilities, obligations, orders, ecrees, judgments, liens, demands, actions, Environmental Response Actions (as defined in subsection 5 below), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined herein) or costs of any kind or nature whatso ver, together with fees (including, without limitation, reasonable attorneys' fees and experts and consultants' fees), occurring during and caused by Developer's use and occupa cy of the Site and the Agency's respective use and occupancy of the Developer's Prope , and resulting from or in connection with the actual or claimed generation, storag , handling, transportation, use, presence, placement, migration and/or release of Hazard us Materials (as defined in subsection 5 below), at, on, in, beneath or from the Site, u less caused by the negligence or willful misconduct of Indemnitees. The respective Develo er's and Agency's defense, indemnification, protection and hold harmless obligati ns herein shall include, without limitation, the duty to respond to any governmental inquiry investigation, claim or demand regarding the Hazardous Materials, at the Develo er's sole cost. Developer shall have no liability under this Section 212(3) for any Enviro mental Response costs, Hazardous Materials or any other matter to be indemnified Chereu der occurring after the sale or transfer of the completed Development in �e accord nce with the terms of this Agreement. 0-, l — m N CU 4. Release and Waiver. Subject to the exceptions set forth in Section 212(3) above, the Developer with respect to the Site and the Agency with respect to the Devel per Property hereby releases and waives all rights, causes of action and claims the Devel per or Agency has or may have in the future against the Indemnities arising out of or in c nnection with any Hazardous Materials (as defined subsection 5 below), at, on, in, _ benea h or from the Site and the Developer Property respectively. In furtherance of the intentions set forth herein, the Developer and the Agency acknowledge that they are famili r with Section 1542 of the Civil Code of the State of California which provides as follow . "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 hi must have materially affected this settlement with the debtor." CAMy Dbcuments\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 17 The Developer and the Agency hereby waive and relinquish any right or benefit hich it has or may have under Section 1542 of the Civil Code of the State of Californi or any similar provision of the statutory or nonstatutory law of any other applicabi jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertainin to the subject matter of this Section 212. 5. Definitions. (a) As used in this Agreement, the term "Environmental Response Actions" means any and all activities, data compilations, preparation of studies or reports, interacti n with environmental regulatory agencies, obligations and undertakings associa d with environmental investigations, removal activities, remediation activities or respons s to inquiries and notice letters, as may be sought, initiated or required in connect on with any local, state or federal governmental or private party claims, including any clai s by the Developer. (b) As used in this Agreement, the term "Environmental Response Costs" means any and all costs associated with Environmental Response Actions including, without limitation, any and all fines, penalties and damages. (c) As used in this Agreement, the term "Hazardous Materials" means any substance, material or waste which is (1) defined as a "hazardous waste," "hazar ous material," "hazardous substance," "extremely hazardous waste," or "restricted hazard us waste" under any provision of California law; (2) petroleum; (3) asbestos; (4) polychl rinated biphenyls; (5) radioactive materials; (6) designated as a "hazardous substa ce" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (3 U.S.C. Section 1321)or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317);- (7) defined as a "hazardous substance" pursuant to the Resource Conse ation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903) or its mplementing regulations; (8) defined as a "hazardous substance" pursuant to Sectio 101 of the Comprehensive Environmental Response, Compensation, and Liability CAct, 4 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); or (9) determined by m Califo nia, federal or local governmental authority to be capable of posing a risk of injury CDN to hea th, safety or property. CU 6. Materiality. The Developer acknowledges and agrees that the defen e, indemnification, protection and hold harmless obligations of the Developer for the benef of the Agency set forth in this Agreement are a material element of the consi eration to the Agency for the performance of its obligations under this Agreement, and t at the Agency would not have entered this Agreement unless the Developer's oblig tions were as provided for herein. 7. Right to Contest. Developer may contest in good faith any claim, demand, levy or assessment under Hazardous Materials Laws if: (a) the contest is based on a material question of law or fact raised by Developer in good faith, (b) Developer prom tly commences and thereafter diligently pursues the contest, (c) the contest will not CAMy ocuments\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 18 I IIIIII IIIIII (IIII BII IIII IIIIIII IIIIII Ili IIIIII III illl 30�9 09'of 64 GA material) impair the taking of any remedial action with respect to such claim, demand, levy or asses ment, and (d) if requested by Agency, Developer deposits with Agency any funds or other rms of assurance Agency in good faith from time to time determines appropriate to protec Agency in good faith from the consequences of the contest being unsuccessful and any emedial action then reasonably necessary. No default shall be deemed to exist with res ect to any claim, demand, levy or attachment being contested by Developer under the conditions of this section. [213] Preliminary Work by the Developer P for to the conveyance of title from the Agency, representatives of the Developer shall h e the right of access to the Site at all reasonable times for the purpose of obtainin data and making surveys and tests necessary to carry out this Agreement. The Develo er shall hold the Agency harmless for any injury or damages arising out of any activity pursuant to this section. The Developer shall have access to all data and informa ion on the Site available to the Agency, but without warranty or representation by the Age cy as to the completeness, correctness or validity of such data and information. ny preliminary work undertaken on the Site by the Developer prior to conveyance of title hereto shall be done only after written consent of the Agency and at the sole expens of the Developer. The Developer shall save and protect the Agency against any claims esulting from such preliminary work, access or use of the Site by Developer, its agents or contractors. Copies of data, surveys and tests obtained or made by the Develo er on the Site shall be filed with the Agency. Any preliminary work by the Developer shall be undertaken only after securing any necessary permits from the approp iate governmental agencies. [214] [Intentionally Omitted] �. [215] Disbursement of Agency Assistance for Improvements. co co I 1. Deposit of Agency Assistance. The portion of Agency Assistance to QD a) Co 11° be utili ed for reimbursement of construction and planning costs according to the schedule �' set ou in the Scope of Development (Attachment No. 3) shall be deposited in an interest CU ' CU bearing account to be designated by the Agency in the name of the Agency ("Agency Accou t") and funds shall be disbursed from the Agency Account upon the signature of the _ Exec tive Director or Finance Director, acting alone, for the purposes set forth in this Agree ent pursuant to the disbursement procedures set forth in this Section 215. The amou t to be deposited in this account shall be equal to Three Hundred Thousand Dollars ($300,000). The $300,000 is composed of $82,277 to be paid into Escrow and paid to Devel, per at close of Escrow as part of the consideration for the Developer Property and $217,723 towards reimbursement of improvement costs such as grading and street improlvement requirements. The Application for disbursement shall be submitted to the ExecOtive Director of the Agency for review and approval in accordance with this Section 215. �� ' I I II�III IIIIII III�� IIII IIII 1111111111111111111111111 Jill 09,1 0996 of 6400R CAMy Oocuments\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 19 2. Conditions for Each Disbursement. Prior to each and every disburse ent, the following conditions shall be satisfied: (a) Application. Developer shall have delivered the Application attached hereto as Attachment No. 10 to the Executive Director at least fifteen (15) busines days prior to the requested disbursement. The Application shall be completed and cert fied to be accurate by Developer. The Application shall specifically identify the nature o each expense, by reference to items in the Budget, and shall identify the status of coma etion of such construction. (b) Approval of Application. The Executive Director shall have reviewed and approved the Application and accompanying documents, and the Executive Director lshall have determined that the work is within the scope of the applicable section of the Budget within ten (10) business days. The Executive Director shall advise Developer of any issues within the ten (10) day period and shall pay all uncontested amount$ requested by the Application within twenty (20)days or the receipt of the Application. (c) Amount: Frequency. Agency shall not be obligated to make disbursements more frequently than once per month. Ill. [300] DEVELOPMENT OF THE SITE A. [301 ] Development of the Site [302] Scope of Development The Site shall be developed as 200 apartment units with ten percent (10%) set aside on a floating basis for low, and moderate income individuals. The development of the Site shall include both public improvements and private improvements on the Site and off -site public improvements required in the normal course of City's review of the development. The scope is more fully described in the Scope of Development (Attachment U U � No. 3)''and Specific Plan 99-037. �N N N The Developer shall commence and complete construction of the ~ development of the Site by the respective times established therefor in the Schedule of Performance (Attachment No. 4). The Scope of Development (Attachment No. 3) shall include any plans and specifications submitted to the City and/or Agency for approval, and shall incorporate or show'compliance with all mitigation measures. 2. [303] Site Plan .:� By the time set forth therefor in the applicable Schedule of Performance �..� (Attachment No. 4), the Developer shall prepare and submit to the City for its approval a .- Site Plan and related documents which conform to the approved Specific Plan for the CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 20 Project and the requirements of the City and which contain the overall plan for development of the Site in sufficient detail to enable the City to evaluate the proposal for conformity to the requirements of the La Quinta Municipal Code and this Agreement. The Site shall: be developed as established in this Agreement and such documents, except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes'shall be within the limitations of the Scope of Development (Attachment No. 3). During the preparation of all drawings and plans, staff of the City and the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the City. The staff of City and the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt consideration. 3. (304] Review and Approval of Plans. Drawings. and Related Documents The Agency and the City shall have the right to review and approve all plans and drawings which may be required by the City with respect to any permits and entitlements which are required to be obtained to develop the Project, including any changes therein. During each stage of the processing of plans for the Site, the Agency and the City shall have the right to require additional information and shall advise the Developer if any submittal of plans or drawings is not complete or not in accordance with City/Agency procedures. If the Agency or the City determines that such a submittal is not complete or not in accordance with procedures, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No. 4); provided, however, Agency or City, as applicable, shall provide Developer with a detailed written report of any such deficiency or noncompliance with procedures and Developer CD shall revise and resubmit such plans in accordance with the Schedule of Performance and CD O (0 such written report. ma,0 ui m Co CD C U If the Developer desires to make any substantial changes in the construction plans for the Site after their approval by the Agency and the City, the Developer shall submit the proposed change to the Agency and the City for their approval. If the construction plans, as modified by the proposed change, conform to the requirements of this Section 304 and the Scope of Development (Attachment No. 3), the Agency and the C City will approve the proposed change and notify the Developer in writing within thirty (30) days after submission to the Agency and the City. 4. [305] Cost of Development With the exception of the Agency Assistance as set forth in Section 201 of • this Agreement, all costs for planning, designing, and constructing the Improvements shall ••••� be borne exclusively by the Developer. The Developer shall also bear all costs related to discharging the duties of the Developer set forth in this Agreement. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 21 m @� *-COED K250w (l 7 Q �j a) CU m. a �m 5. [306] Construction Schedule The Developer shall use best efforts to commence and complete development of the Site by the respective times established therefor in the Schedule of Performance (Attachment No. 4). 6. [307] Indemnity. Bodily InJury and Property Damage Insurance The Developer shall defend, assume all responsibility for and hold the Agency and the City, and their respective officers, agents and employees, harmless, from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any of the Developer's activities under this Agreement. The Developer shall take out and maintain during the life of this Agreement a comprehensive liability policy in the amount of One Million Dollars ($1,000,000) combined single limit policy, [including contractual liability,] as shall protect the Developer, the City, and the Agency from claims for such damages. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement shall so state. The policy shall contain a waiver of subrogation. Insurance coverage furnished by the Developer pursuant to this Section 307 shall conform to this Section 307 and shall pertain to all activities on the Site and adjacent public rights -of -way surrounding the Site and all CU M V work on off -site public improvements. M � O m mN Developer shall furnish or cause to be furnished to the Agency a Certificate of Insurance from the insurer evidencing compliance with this Section 307 and providing that the insurer shall not change or modify the policy without thirty (30) days' prior written notice to Agency. In the alternative, Developer may show proof of a certificate of consent -- to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. Developer additionally agrees to and shall save the Agency and the City and their officers, employees and agents harmless from and assume all responsibility for any and all liability or responsibility for damage, costs, losses, or suit arising in any manner from the approval of this Agreement or the development and activities conducted by Developer or its agents pursuant this Agreement. This obligation and indemnification shall constitute a covenant running with the land throughout the life of the Redevelopment Plan. 7. (308] City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or in connection with any off -site improvement, the Developer shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agent affected by such construction, development or work. It is understood that the Developer's CAMy 1)ocuments\WPD0CS1Agrmt-Spanos - AFA - Apartments.wpd 22 1111111111111111111111111111111111111111111111111111111 12 2999 4 of 6800R obligation is to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain building permit; the Agency will, without obligation to incur liability or expense therefor, use its best efforts to expedite issuance of building permits and Certificates of Occupancy for construction that meets the requirements of the City Code. 8. [309] Rights of Access For purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Project, so long as they comply with all safety rules. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Executive Director of the Agency. The Agency shall hold the Developer harmless from any bodily injury or related damages arising out of the activities of the Agency and the City as referred to in this, Section 309. 9. [310] Local. State and Federal Laws The Developer shall perform under this Agreement and carry out its performance under this Agreement, including without limitation the construction of the Project, in conformity with all applicable Federal and State laws and local ordinances, including all applicable Federal and State labor standards, as to the Site, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. 10. [311] Anti -Discrimination Pursuant to Section 33435 and 33050 of the California Community Redevelopment Law, the Developer for itself and its successors and assigns, agrees, that in the construction of Project on the Site or other performance under this Agreement, the Co Coco Developer will not discriminate against any employee or applicant for employment because a° of sex, marital status, race, color, religion, ancestry, or national origin. � N O7 ~ m N 11. [312] Taxes and Assessments After the conveyance of title by Agency to Developers or its assignee, the Developer shall pay prior to delinquency all real estate taxes and assessments on the Site for any period subsequent to the conveyance of title and possession, so long as the Developer retains any ownership interest therein. The Developer shall remove or have removed any levy or attachment made on the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to any sale or transfer of all or any portions thereof. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance available to the Developer in respect thereto, and nothing herein shall limit the remedies available to the Developer in respect thereto. _ I I 111111 HIM 111111111 IN 11111111111111111111111111111 0-434042 9 196 � 4 of6 6400R C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 23 B. [313] Prohibition Against Transfer of the Site. the Buildings or Structures Thereon and Assignment of Agreement The Developer shall not, without prior approval of the Agency, make any total or partial sale, transfer, conveyance of, or enter into any assignment or ground lease of the whole or any part of the Site or of the buildings or structures on the Site prior to the issuance of the Certificate of Completion. Further, prior to any transfer of interest which results in the Developer no longer being the owner or having a controlling interest in the developed property, the Developer shall provide the Agency with evidence of the transfer, assignment and acceptance by the new owner of all of the operational and maintenance obligations set out in this Agreement, the Developer Note, Deed of Trust, and Covenants, Conditions, and Restrictions. This prohibition shall not be deemed to prevent leasing of the individual apartment units or the granting of temporary or permanent easements or permits to facilitate the development of the Site. C, [314] Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title by Agency and prior to the completion of construction, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than forty-five (45) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right, but no obligation to satisfy any such liens or encumbrances. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance available to the Developer in respect thereto. D. [315] Certificate of Completion Promptly after the completion of construction of the Project in conformity with this Agreement (as determined by the Executive Director of the Agency), upon the written m CO C.0 CO CO request' of the Developer the Agency shall furnish the Developer with the Certificate of ° Completion (in the form attached hereto as Attachment No. 9) which evidences and m `" determines the satisfactory completion of the construction, and development of the Project, N pursuant to the provisions and covenants specified in this Agreement, the Redevelopment Plan and the California Community Redevelopment Law. The issuance and recordation of a Certificate of Completion (Attachment No. 9) with respect to the Project shall not supersede, cancel, amend or limit the continued effectiveness of any obligations relating to the maintenance, or uses, or payment of monies, or any other obligations, except for the obligation to complete construction of the C Project as of the time of the issuance of such applicable certificate in accordance with the requirements of this Agreement. The Agency shall not unreasonably withhold any Certificate of Completion. If the .� Agency refuses or fails to furnish a Certificate of Completion after written request from the p Developer, the Agency shall, within ten (10) days of the written request, provide the CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 24 Developer with a written statement of the reasons the Agency refused or failed to furnish such Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain the Certificate of Completion. Upon issuance of a Certificate of Completion (Attachment No. 9) for the Project, construction of the Project shall be deemed to have been completed in conformity with this Agreement. The Certificate of Completion (Attachment No. 9) is not a Notice of Completion as referred to in Section 3093 of the California Civil Code. The issuance of a Certificate of Completion shall not affect the continued effectiveness of the Declaration of Conditions, Covenants and Restrictions (Attachment No. 8) recorded pursuant to this Agreement. [316] No Encumbrances Except Mortgages. Deeds of Trust. Sales and Leases -Back or Other Financina for Development (Reserved - not applicable to this Agreement) F, [317] Holder Not Obligated to Construct Improvements The holder of any mortgage, Deed of Trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the Project or to guarantee such construction or completion, nor shall any covenant or any other provision in the Grant Deed for the Site be construed so to obligatesuch holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by this Agreement. G. [318] Notice of Default to Mortgage. Deed of Trust or Other Security Interest Holders: Right to Cure 2 CD COCO Whenever the Agency shall deliver any notice or demand to the Developer with CO C o respect to ahy breach or default by the Developer in completion of construction of the m N Project,'the Agency shall at the same time deliver a copy of such notice or demand to each �-Z % holder or record of any mortgage, Deed of Trust or other security interest authorized by this CU Agreement who has previously made a written request to the Agency therefor. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, within ninety (90) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the security interest debt and the lien on its security interest. In the event there is more than one such holder, the right to'cure or remedy a breach or default of the Developer under this Section 318 shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of the Developer under this Section 318. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Project (beyond the extent necessary to conserve or CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 25 Cc mt �COCO mew Ste- a, O BMCU W o, l CO m protect the improvements or construction already made) without first having expressly assumed) the Developer's obligations to the Agency by written agreement satisfactory to the Agency. The holder in that event must agree to complete, in the manner provided in this Agreement, the Project to which the lien or title of such holder relates and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing the Project shall be entitled, upon written request made to the Agency, to a Certificate of Completion from the Agency. H. [319] Failure of Holder to Complete Improvements In any case where, six (6) months after default by the Developer in completion of construction of the Project under this Agreement, the holder of any mortgage, Deed of Trust or other security interest creating a lien or encumbrance upon the Site has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, the Agency may purchase the mortgage, Deed of Trust or other security interest by payment to the holder of the amount of the unpaid debt, plus any accrued and unpaid interest. If the ownership of the Site has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance of the Site from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: (a) The unpaid mortgage, Deed of Trust or other security interest debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); (b) All expenses with respect to foreclosure; (c) The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site; m W COW (d) The costs of any authorized improvements made by such holder; and CD 0 `gym° U-' a, CO a 0' (e) An amount equivalent to the interest that would have accrued on the N aggregate of such amounts had all such amounts become part of the mortgage or Deed of Trust debt and such debt had continued in existence to the date of payment by the Agency. �- I. [320] Right of Agency to Cure Mortgage, Deed of Trust or Other Security _ Interest Default In the event of a default or breach by the Developer of a mortgage, Deed of Trust or other security interest with respect to the Site prior to the completion of the Project, and the holder has not exercised its option to complete the Project, the Agency may cure the default prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the Agency in CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 26 curing the default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to mortgages, Deeds of Trust or other security interests executed for the sole purpose of obtaining funds to purchase and develop the Site as authorized herein. IV. [400] USE OF THE SITE A. [401 ] Affordable Housing Number of Units Developer shall develop the Site consisting of up to 200 apartments on the Site and shall develop all on -site and off -site public improvements connected therewith, all as described and set forth in the Scope of Development (Attachment No. 3). Developer shall restrict the leases of ten (10) of the units to Low Income and ten (10) of the units to Moderate Income Households pursuant to the applicable income and affordability provisions contained herein. The Developer further covenants and agrees that the above -referenced occupancy and affordability requirements shall bind and be enforceable against the Site for the period of a minimum of thirty (30) years commencing with the acquisition of the Site by the Developer with the simultaneous recording of the Conditions, Covenants and Restrictions (Attachment No. 8). (a) "Affordable Rental Costs" shall mean that rent which shall not exceed the percentage of the gross income of the occupant person or household established by regulations of the United States Department of Housing and Urban Development which shall not be less than fifteen percent (15 %) of gross income nor exceed thirty percent (30%) of gross income, adjusted for family size and a utility allowance. (b) "Low Income Household" shall mean a household earning not 0 co greater than eighty percent (80 %) of Riverside County median income, as determined by WColo the United States Department of Housing and Urban Development from time to time, as @mo N set forth in Health and Safety Code Section 50105. CU �CU (c) "Moderate Income Household" shall mean a household earning not greater than one hundred and twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. B. [402] Uses In Accordance with Redevelopment Plan, Nondiscrimination The Developer covenants and agrees for itself, its successors, its assigns, and C every successor in interest to the Site or any part thereof that the Developer and such -- successors and assignees, shall devote the Site to the uses specified in the Redevelopment Plan, the Grant Deed (Attachment No. 5), the Declaration of Conditions, Covenants and Restrictions (Attachment No. 8) and this Agreement for the periods of time Q specified therein. The foregoing covenants shall run with the land. CAMY Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 27 01 CO00 eCD w CO�a U-) 0r? m CO m 07 N CU The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or though it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, creed, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or though 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." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation or any person or group of persons or account of race, color, creed, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apanments.wpd 28 practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." The covenants established in this Agreement and the deeds of conveyance for the Site shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site, together with any property acquired by the Developer pursuant to this Agreement, or any part thereof. The covenants against racial discrimination shall remain in effect in perpetuity. C. [403] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains, or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if this Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suites at law or in equity or other property proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. D. [404] Maintenance of the Site The Developer shall maintain the Improvements on the Site in conformity with the La Quinta Municipal Code and the requirements of the Declaration of Conditions, Covenants and Restrictions (Attachment No. 8), and shall keep the Site free from any cr CO CO(0 accumulation of debris or waste materials. CDOwCOMo m"The Developer shall also maintain the landscaping required to be planted under the Q Scope of Development (Attachment No. 3) in a healthy and attractive condition. If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. V. [500] DEFAULTS AND REMEDIES A. [501] Defaults - General Subject to the extensions of time set forth in Section 603, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default shall give written notice of default to the other party, specifying the default complained of and the actions required to correct such default. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 29 Except as otherwise expressly provided in Sections 508 and 509 of this Agreement, the claimant shall not institute proceedings against the other party if the other party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy as soon as reasonably practicable after receipt of such notice. B. [502] Legal Actions [503] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 501, either party may institute legal action to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose @a. of this Agreement. Such legal actions must be instituted in the Superior Court of the CU CO M m CO County of Riverside, State of California, in an appropriate municipal court in that county, mM or in the Federal District Court in the Central District of California. m 2. [504] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. [505] Acceptance of Service of Process -� In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the W C'OCD Developer, service of process on the Developer shall be made by personal service upon O ° any officer or director of the Developer and shall be valid whether made with in or without U-)M1 co the State of California or in such other manner as may be provided by law. C6� �m Q? CU N C. [506] Rights and Remedies Are Cumulative '= Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. [507] Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or = CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 30 remedies, or deprive either such party of its right to institute and maintain- any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [508] Remedies [509] Damages If either party defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein), the defaulting party shall be liable to the other party for any damages caused by such default. 2. [510] Specific Performance If either party defaults under any of the provisions of this Agreement, the non - defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured and/or commenced to be cured by the defaulting party within 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, the non -defaulting party as its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement. VI. [600] GENERAL PROVISIONS A. [601 ] Notices. Demands and Communications Between Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Co 00 CD Co0w Agency and the Developer at the addresses specified in Section 106 and 107, respectively. U01 Such written notices, demands and communications may be sent in the same manner to CD I ' such other addresses as either party may from time to time designate by mail as provided N 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 tenth (10th) day from the date it is postmarked if delivered by registered or certified mail. B. [602] Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly Cr m 0 @CO W mw Mmo � (U p1 Co M Cr) CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 31 interested. No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency, or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. C. [603] Enforced Delay-. Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other date specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor; subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City of La Quinta as the Agency or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency); or any other causes beyond the control or without the default of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding the foregoing portion of this Section 603, the Developer is not entitled pursuant to this Section 603 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable construction financing for the development of the Site or because of the physical condition or suitability of the Site for the purposes of this Agreement. @ � COCD �@w D. [604] Non -Liability of Officials and Employees of the Agency and the U' Developer all N CU No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. .WORM No. officer, director or employee of the Developer shall be personally liable to the Agency or the City, or any successor in interest, in the event or breach by the Developer. E. [605] Entire Agreement. Waivers .� This Agreement is executed in three (3) duplicate originals, each of which is deemed ...� to be an original. This Agreement includes pages 1 through 36 and Attachment Nos. 1 through 11, which constitutes the entire understanding and agreement of the parties. Each of the foregoing Attachments are incorporated herein by reference. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 32 m CDCOW (D 0 CDmo Lr) co � N OU This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. F. [606] Amendments to this Agreement Cr The Developer and the Agency agree to mutually consider reasonable requests for @ m(0 amendments to this Agreement which may be made by any of the parties hereto, lending � m institutions, or bond counsel or financial consultants to the Agency, provided such requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. For purposes of this paragraph the Agency's Executive Director shall have the authority to approve such an amendment. VII. [700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Developer and delivered tA the Agency, must be authorized, executed and delivered by the Agency on or before 1999, or this Agreement shall be void, except to the extent that the Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. Dated: ATTEST: o� SA04DRA L. JU OLA, Agen Secret ry O City of La Quinta, California LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic By. �._.. Its: RON PERKINS, Chairman CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 33 APPROVED AS TO FORM: DAWN C. HONEYWEL , Agency Counsel City of La Quinta, California THE SPANOS CORPORATION a California corporation By: 0 &Jnw� Its: Dated: V IN =='�a%�:pA 1999-434942 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 34 State of California County of Riverside On 9 /1 f C 9 9 before me, Phyllis Manley, Notary Public, personally appeared eared Ron Perkins and Dawn C. Honeywell, personally known to me 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. (Seal) Cam°^ #C�xria NotaY* Sign re of Notary PMC� Document Description: t®c Number of Pages: (o 1 Date of Document: q/)55 9`� IN =;n;;�u,- 1999-434942 1z mco m co co 0 w coa)o Lna� m on �] Cu ti CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of .564 601A) ss. On 7 "A7' I / before me, � %�� tJ �!E&50A) /VbT�fZy!'►�BLCj Date me and Title of Officer (e.g., "Jan oe, Notary Publi personally appeared 1A17) E. hmmog-', Name(s) of Signer(s) -- — — —— PEGGY J. NELSON Commission # 1213904 i Notary Public -California Z ` ' Son Joaquin Counfy My Comm. Ellpies Mar25, 2003 Place Notary Seal Above personally known to me proved to me on the basis of satisfactory evidence to be the person(o whose nameN is alb subscribed to the withi instrumen and acknowledged to met he s"/th y executed the same in is /tt*r thoriz d capacity(, and that by his/;rti2ir signature(* on the instrument the person(, or the entity upon behalf of which the person( acted, executed the instrument.\ WITNESS my hand apd official Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:A L9 OZj 1G dQ?6 VEA1T AR-AARMY)OZ Document Date: %S� /Miep_ lq9 / Number of Pages: 61 Signer(s) Other Than Named Above: T /014 at-d A144 G - 4PA Capacity(i>q) Claimed by Signc Signer's Name: ❑ Individual ;l Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: :Vff Is © 1997 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 1111IN •�'�;ag F� ATTACHMENT NO. 1 THE SITE 4ti 1 H AVIzNUt IIIIIIIIIIIIYINIIIIIIIIIIdIII �'�a�e'°.:� CAMy Documents\WPDOCS\Agrtnt-Spanos - AFA - Apanments.wpd 35 Cc m CO co00(D w�� coda I@ m � N N ATTACIIMENT NO.2 LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST ONE — QUARTER OF SECTION 29; THENCE NORTH 000 20' 08" WEST ALONG THE WESTERLY LINE OF SAID SOUTHWEST ONE —QUARTER A DISTANCE OF 1087.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 890 51' 38" EAST A DISTANCE OF 1115.00 FEET; THENCE SOUTH 00° 20' 08" EAST PARALLEL WITH SAID WESTERLY LINE A DISTANCE OF 580.00 FEET; THENCE NORTH 890 51' 38" WEST A DISTANCE OF 1115.00 FEET TO A POINT ON SAID WESTERLY LINE; THENCE NORTH 000 20' 08" WEST ALONG SAID WESTERLY LINE A DISTANCE OF 580.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES OVER THE WESTERLY 55.00 FEET OF SAID DESCRIBED PARCEL. ALSO EXCEPTING THEREFROM AN EASEMENT FOR LANDSCAPE AND PEDESTRIAN PURPOSES OVER THE EASTERLY 20.00 OF THE WESTERLY 75.00 FEET OF SAID DESCRIBED PARCEL. SUBJECT TO EXISTING EASEMENTS OF RECORD. COMPRISING 14.845 ACRES OF GROSS AREA, 13.847 ACRES OF NET AREA, MORE OR LESS. 1999-434042 A * 11Ea. ExR � �• e• r Ai' ATTACHMENT 2B LEGAL DESCRIPTION OF DEVELOPER PROPERTY Lot 285 of Tract 24230, in the City of La Quinta, County of Riverside, State of California, as shown by map on file in book 214, pages 69 through 82, inclusive of maps, in the office of the County Recorder of said County. 111111111111111111111IIEIGINIal9111�'�I ='=�a�`��• Page 36.1 LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA; LOT 285 AS SHOWN ON TRACT MAP NO. 24230 ON FILE IN BOOK 214. PAGES 69 THROUGH 82, INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY RECORDER. SUBJECT TO EXISTING EASEMENTS AND RIGHTS OF WAY OF RECORD. COMPRISING 10.17 ACRES, MORE OR LESS. � A ND S��G v CH LES R. HARSFjyS REG. EXR.0 ��p'. NO.4989 C 111111111111ullllVlYlYll�lllllll� =��':p�;� Page 36.2 DRAIN 201 �;� o? ' 202 e a9p,�0 203 EXHIBIT "A" S Iz Z N 44.34'53'E 4 0032.48_L•3f8.97i`f62N 89.29'S5'E 330.00 3.i00 2 .07 L•,137'af 1..173. f9 47 nJ AVE � N 89.29'55'E 329_90 �•8 78 it L`357,44 T.fB3 251.72 a N 45.25'07'N�� L 4.33 11Z 0 1� 0 z LOT 285 LAND �+ CHA LES R. HARRIS /YAK-� � REG. EXP. NO.4989 OF C A�� o ® i �io Wmn ®$ 8f•E'l •MNAR1a�g2L.40a10*08a7q.a7 • q`4l74J 4 0aNC8E. 30 3�a ppt y4TF ��,�►la 212 �21314 ° ° y 215 �18D'39'32' I 3 125 01 o J J 20. ffi.1 �. IIIIIIIIIIaiw�uiiuumouuiiuiiiiai�iin =•�::-�::� Page 36.3 Cr a, m Co00(0 @'. romo �cu N ATTACHMENT 3 SCOPE OF DEVELOPMENT GENERAL SUMMARY This document outlines general requirements for all improvements to the project Site, including on -Site and off -Site public improvements. Detailed requirements will be addressed in the development review process and approval of specific construction plans and related documents. II. DEVELOPMENT CONCEPT The development concept is to construct approximately 200 rental apartments with ten units affordable to low and ten units affordable to moderate incomes. The 14.4 acre Site (hereinafter "Site") is located south of State Highway 111 at Adams Street approximately 500 feet north of 48th Avenue. The Developer and Agency agree that the Site shall be developed and improved by the Developer in accordance with the provision of this agreement, subject to all applicable codes, ordinances, and statutes including requirements and procedures set forth in the La Quinta Municipal Code, and the Redevelopment Plan regulations adopted in conjunction with or subsequent to execution of this Agreement. III. SITE DESCRIPTION The proposed Site is 14.4 acres in size and is undeveloped. The Site as it currently exists has variable topography with sand dunes ranging in elevation from 1 to 10 feet in elevation with several sand hummocks. The Site is bordered to the north by commercial land use, and to the south and east by proposed Agency Affordable Housing Project and to the west existing single family residences. IV. ON -SITE DEVELOPMENT AND IMPROVEMENTS Developer shall, prepare a grading plan, scarify, overexcavate, cut, fill, compact, rough grade and fine grade, as required pursuant to a grading plan approved by the Director of Public Works, to create building pads, and appropriate rights of way configurations as necessary for construction of the project. Plans shall be prepared by a licensed civil engineer in good standing and subject to the approval of the Director of Public Work. Developer shall prepare or cause to be prepared Specific Plan 99-037 and Site Development Permit 99-654 which illustrates the Site, easements encumbering the Site, dedications and realignment of streets, if any. Developer shall grant and permit all necessary and appropriate utility easements and rights for the development of the Site, including but not limited to sanitary sewers, storm drains, water, electrical power, telecommunications, natural gas, cable, etc. INu�ubmioi�uibmi a�:��.�=w. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 37 V. PUBLIC IMPROVEMENTS The Developer shall be responsible for the installation of the necessary utility connections in the boundaries of the project Site between the improvements and the water, sanitary sewer, storm drain, electric, natural gas, telecommunications, cable television or other public utilities. The Developer shall secure any permits required for any such installation or installations. The Developer shall construct all required public improvements in accordance with the standards and specifications adopted by the city. The Developer shall be responsible for repairing any public improvements it damages during construction of the project. VI. DEVELOPMENT STANDARDS All development on the project Site shall conform with the development standards adopted as part of Specific Plan 99-037. A. General Project Design All structures on the Site shall be designed and constructed to be consistent with the conceptual drawings prepared as part of the development proposal submitted by the Developer. B. Dwelling Unit Design The dwelling units range in size from a minimum of 792 square feet to a maximum of 1121 square feet and include at least two distinct floor plans. There shall be a mix of 72 one and 128 two bedrooms units, ten of which are affordable to low and ten to moderate income groups. Each of the units shall have covered parking. C. Development Process The developer and its representatives, including its architect and engineer, shall work with the Agency and City Staff to develop and execute the architectural concept, architectural drawings, Site plan, specific plan, precise plan, grading plan, off -Site improvement plans, landscaping plans and related plans consistent with the conditions of approval adopted by the City and Agency and the applicable regulations contained in the La Quinta Municipal Code. 1999-434042 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd In ATTACHMENT #4 SCHEDULE OF PERFORMANCE RENTAL APARTMENTS 1. Developer to submit to City, Completed. Specific Plan and Site Development Permit Applications. 2. City approves, or approves subject September 7, 1999. to conditions, Specific Plan and Site Development Permit applications and and this Agreement. 3. City approves this Affordable September 7, 1999. Housing Agreement. 4. Developer receives access permit Within 30 days of approval of AHA by to stage and pre -water site. City and Agency. 5. Developer submits evidence of Prior to transfer of title to the Site. satisfaction of the AHA conditions precedent set forth in Section'202 and 212. 6. Grading Plan. Developer submits grading plan to Within 120 days of approval of Affordable City. Housing Agreement. City provides correction comments Within 15 days of receipt of grading plan. to developer Developer completes corrections Within 30 days of receipt of City and resubmits to City. comments. City approves grading plan. Within 15 days of receipt of resubmittal. Developer submits approved grading plan and receives permit Within 30 days of receipt of approved from City. grading plan. IIIIivi�mAioivin�nimi .��,�>;n.um. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 39 7. Construction Drawings Developer submits construction Within 150 days of receipt of approval of drawings to City. the Affordable Housing Agreement. City provides correction comments Within 45 days of receipt of construction to developer. drawings. Developer completes corrections Within 30 days of receipt of City and resubmits to City. comments. City approves construction drawings. Within 30 days of receipt of resubmittal. Developer submits approved Within 30 days of receipt of approved grading plan and receives permits. grading plan. 8. Developer shall obtain all Prior to commencement of the respective necessary permits for the improvement construction. construction of the improvements. 9. Developer shall commence grading Within 30 days of issuance of grading operations. permit. 10. Developer shall commence Within 6 months of issuance of building construction. permits. 11. Developer shall complete Within 30 months after approval of the construction of the Development Affordable Housing Agreement. 12. Upon completion of construction, Within 10 days after Agency receipt of Agency shall issue a Certificate of written request from Developer for Completion for the improvements or Certificate of Completion pursuant to shall provide Developer with a Section 315 of the AHA. written explanation of reasons why such a Certificate shall not be issued. 13. Developer receives complete bond Within 60 days of receipt of Certificate of exoneration from City and installs Completion. all final monuments. 1999-434642 C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 40 @co CDOC)� CD gym° r�'moo mm 4? CU CU N ATTACHMENT NO. 5 FORM OF GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The Spanos Corporation 3773 Howard Hughes Parkway, Suite 5905 Las Vegas, Nevada 89109. Attention: MAIL TAX STATEMENTS TO: Same as above. Assessor's Parcel Number: GRANT DEED This document is exempt from payment of a recording fee pursuant to Government Code Section 6103. LA QUINTA REDEVELOPMENT AGENCY By: Its: Executive Director FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the undersigned, LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Grantor"), hereby grants to THE SPANOS CORPORATION., a California corporation ("Grantee"), that certain real property in the City of La Quinta, County of Riverside, State of California described in Exhibit "A" attached hereto and incorporated herein, together with any and all buildings and improvements located thereon (the "Property"). This Grant Deed is conditioned upon the affordability restrictions set out in Section 401 of the Affordable Housing Agreement for Apartments and the Declarations of Conditions, Covenants and Restrictions recording simultaneously herewith Date: LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic THOMAS P. GENOVESE Executive Director cu @� ,.t.COCD mow 1 ° M CD � Q1 iY m�� CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 41 State of California ) ) ss. County of Riverside ) On before me, personally appeared , 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 the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Signature Printed name State of California County of Riverside Commissioner expires ) ss. On before me, personally appeared , 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 the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Signature Printed name Commissioner expires INuiwuiNUNuwiuui� ..�A��,gymu.. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd HVI ATTACHMENT NO. 6 FORM OF PROMISSORY NOTE SECURED BY DEED OF TRUST $ La Quinta, California August 3, 1999 On (the "Maturity Date"), for money advanced and value received, the undersigned (the "Promisor"), promises to pay to the La Quinta Redevelopment Agency (the "Holder"), or to order at 78-495 Calle Tampico, La Quinta, California 92253, or any other place designated in a writing submitted by Holder to Promisor, the principal sum of $217,723, with no interest on the principal amount; provided, however, that the payment of the principal sum shall be waived and the obligation deemed for all purposes fully satisfied after a time period of thirty (30) years and upon performance by Promisor of considerations and covenants provided in the Affordable Housing Agreement for Apartments executed by and between the Promisor and the Holder, dated the same date as this Developer Note and executed concurrently herewith (the "Affordable Housing Agreement"), or upon termination of the Affordable Housing Agreement under its terms. Principal and interest payable under this Developer Promissory Note, if any, shall be paid in lawful money of the United States of America. There shall be no prepayment of this Developer Promissory Note. This Developer Promissory Note is secured by, among other things, the Deed of Trust and Security Agreement with Assignment of Rents and Agreements dated the same date as this Developer Promissory Note, executed by Promisor, as trustor, in favor of Holder, as beneficiary (the "Deed of Trust"), and encumbering the fee interest in the real property described in the Deed of Trust (the "Land"). The Holder will be entitled to the Cc benefits of the security provided by the Deed of Trust and will have the right to enforce the 0co covenants and agreements of Promisor contained in the Deed of Trust and the Affordable Gn; 1 o Housing Agreement. "0) Ck a,o m N W a. Promisor fails to pay when due any sums payable under this Developer Promissory Note; or �- b. an Event of Default (as defined in the Deed of Trust) occurs; or C. a default under the Affordable Housing Agreement occurs which is not cured within the applicable cure period set forth therein; then Holder, at its sole option, shall have the right to declare all sums owing under this Developer Promissory Note immediately due and payable. However, if any document related to this Developer Promissory Note (including, but not limited to, the Affordable CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 43 Housing Agreement) provides for the automatic acceleration of payment of sums owing under this Developer Promissory Note, all sums owing shall be automatically due in accordance with the terms of that document. Promisor shall pay to Holder all sums owing under this Developer Promissory Note, if not waived, without deduction, offset, or counterclaim of any kind. The advance of money evidenced by this Developer Promissory Note and secured by the Deed of Trust shall in no manner make Holder the partner or joint venturer of Promisor. If any attorney is engaged by Holder to enforce or construe any provision of this Developer Promissory Note, the Deed of Trust, the Affordable Housing Agreement or any other Security Documents (as defined in the Deed of Trust) or as a consequence of any Event of Default, with or without the filing of any legal action or proceeding, then Promisor shall immediately pay to Holder on demand all reasonable attorney fees and other costs incurred by Holder, together with interest. No previous waiver or failure or delay by Holder in acting with respect to the terms of this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement shall constitute a waiver of any breach, default, or failure of condition under this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement. A waiver of any term of this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement must be made in writing and shall be limited to the express written terms of the waiver. If there are any inconsistencies between the terms of this Developer Promissory Note and the terms of the Deed of Trust or the Affordable Housing Agreement, the terms of this Developer Promissory Note shall prevail. All notice required or permitted in connection with this Developer Promissory Note shall be in writing and shall be given at the place and in the manner provided in the Deed of Trust for the giving of notices. If this Developer Promissory Note is executed by more than one person or entity as Promisor, the obligations of each person or entity shall be joint and several. No person or entity shall be a mere accommodation maker, but each shall be primarily and directly liable. Promisor waives presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses, or losses and interest; notice of interest on interest and late charges; and diligence in taking any action to collect any sums owing under this Developer Promissory Note or in proceeding against any of the rights or interests to properties securing payment of this Developer Promissory Note. Time is of the essence with respect to every provision of this Developer Promissory Note. This Developer Promissory Note shall be construed and enforced in accordance with the laws of the State of California, except to the extent that Federal law preempts state law, and all persons and entities in any manner obligated under this Developer Promissory Note consent to the jurisdiction of any Federal or State Court within California having proper venue and also consent to service of process by any means authorized by California or Federal law. cr 0 @V �COCD �@w Sao I� mm m ro 0 0 C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 44 i llllll llllll illll llllll llll llll lilllll 111 llllli lil IN t� z9as of 68 0A Promisor shall not be personally liable for the payment of the indebtedness or any obligations evidenced by this Developer Promissory Note or the Affordable Housing Agreement, and any judgment or decree in any action brought to enforce the obligation of Promisor to pay the indebtedness shall be enforceable against Promisor and the partners of the Promisor, if any, only to the extent of Promisor's interest in the Land and any other collateral pledged, encumbered, or otherwise covered by the Deed of Trust. Any judgment or decree shall not be subject to execution, or be a lien, on the assets of Promisor and the partners of the Promisor, if any, other than Promisor's interest in the Land and any other collateral pledged, encumbered, or otherwise covered by the Deed of Trust. Nothing in the preceding paragraph shall affect or limit the rights of Holder to enforce any of Holder's rights or remedies with respect to any portion of the Land or any other collateral pledged, encumbered, or otherwise covered by the Deed of Trust. THE SPANOS CORPORATION, a California corporation By: Its: 1111 Iuu�u1wu�1w�m-434942 � .,a,E. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 111111HIM�IIII�IIIB191911NINIWIkllllltl =-•�u'-�:m� 45 ATTACHMENT NO.7 SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS RECORDING REQUESTED BY: SELZER, EALY, HEMPHILL & BLASDEL 777 E. Tahquitz Canyon Way, Suite 328 Palm Springs, CA 92262 Attention: Ms. Emily Hemphill AND WHEN RECORDED MAIL TO LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director Space Above For Recorder SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS coW THIS DEED OF TRUST, made this day of , 1999, by The Spanos �� Corporation, a California corporation, hereinafter called TRUSTOR, whose address is 1341 W. Robinhood Drive, Stockton, CA, 95207 and m FIRST AMERICAN TITLE INSURANCE COMPANY, herein called Trustee, and La Quinta Redevelopment Agency, a public body, corporate and politic, herein called BENEFICIARY, Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS 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" TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary by paragraph (10) of the provisions incorporated herein by reference to collect and apply such rents, issues and profits. For the Purpose of Securing: 1. Performance of each agreement of Trustor incorporated by reference or contained herein. 2. Performance of each and every CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 46 IIIII) IIIII IIIII IIIII �I�I IIII IIIIIII �II II�IIII �I I II 12 299 9o0fe 68WR obligation of Trustor as set forth in that certain Affordable Housing Agreement between Trustor and Beneficiary of even date herewith, and 3. Performance of each and every obligation of Trustor as set forth in that certain Developer Note executed by Trustor in favor of Beneficiary of even date herewith securing the principal sum of $217,723.00, a copy of which is incorporated herein by referenced, payable to Beneficiary or to order, and all extensions, modifications, or renewals thereof. Trustor further adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in the Addendum to Short Form Deed of Trust and Assignment of Rents attached hereto and incorporated herein by this reference. 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 of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and 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 COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 PLumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced; 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego Series 5 Book 1964, Page 149774 (which provisions, identical in all counties, hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length) that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations and parties set forth in this Deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. The Spanos Corporation, a California corporation By: Its: 1999-434042 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 47 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII tt'99 54 f68WA State of California ) )SS. County of Riverside ) On before me, personally appeared , 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 the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Signature Printed name State of California County of Riverside Commissioner expires ) ss. On before me, personally appeared 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 the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Signature Printed name Commissioner expires 1 1111111111111111111111111111111111111111111111111111111 09 309 51 of 6409f1 C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 48 1111111111111111111111111111111111111111111111111111111 12 zsg9s f 68 ADDENDUM TO SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS The following provisions are incorporated into that certain Short Form Deed of Trust and Assignment of Rents attached hereto executed on , 1999 by The Spanos Corporation, a California corporation ("Trustor") in favor of the La Quinta Redevelopment Agency ("Beneficiary"): 1. Use of Property. Trustor hereby warrants and represents that it shall, at times during the term of this Deed of Trust, use the property which constitutes the collateral hereunder ("Property") in full and strict conformity with all applicable ordinances, laws, statutes, regulations, and governmental requirements. Trustor further warrants that it shall use the Property during the term hereof in strict conformity with the terms set forth in that certain Affordable Housing Agreement ("AHA") dated concurrently herewith by and between Trustor and Beneficiary. Any default of Trustor under the terms of said AHA, if not cured within the time specified in the AHA for such cure, shall be deemed a breach of Trustor's obligations under this Deed of Trust. 2. Performance by Trustor. Trustor will faithfully perform every covenant to be performed by Trustor under any lien or encumbrance that Beneficiary reasonably believes may be prior and superior to or on a parity with the lien or charge of this Deed of Trust. A breach of or default under any such lien or encumbrance that exists after any applicable grace period in the pertinent instrument has expired will constitute an event of default under this Deed of Trust. If Trustor fails to do so, Beneficiary, without demand or notice, and in its sole judgment, may do any things required by Trustor by any of the provisions in this Deed of Trust and incur and pay expenses in connection with such provisions, and hold Trustor responsible for same. 3. Subordination. This Deed of Trust and all covenants, restrictions and/or regulatory agreements executed by Trustor in favor of Beneficiary in connection with the Property are expressly and shall be automatically subordinated to any deed of trust securing the repayment of construction financing for the development of the Property in accordance with the AHA, any permanent financing used to repay any such construction financing, any purchase money mortgage placed on the Property by any successor in interest to Trustor in ownership of the Property or any other refinancing of any of the foregoing (collectively referred to hereinafter as the "Subordinating Loans"). The proceeds of the Subordinating Loans shall be used only to construct and/or repair Improvements, reimburse Trustor for construction or development costs, repay other liens that are senior to this Deed of Trust, or provide for purchase money upon sale of the Property and the Improvements. The total amount of the Subordinating Loans shall not exceed 90% of the then appraised value of the Property and the Improvements as set forth in an MAI Appraisal provided by Trustor or, in the case of a purchase money loan, 90% of the then CAMy Documents\WPDOMAgrmt-Spanos - AFA - Apartments.wpd 49 I IIIIII IIIIII IIIII IIIIII IIII IIII IIIIIII III IIIIIII II IN 12 299l956 199of 68GGA applicable purchase price for the Property and the Improvements. The interest rate charged on the Subordinating Loans shall not exceed the prime rate charged by the Bank of America plus 5%, exclusive of late charges, penalties or fees payable in case of default, shall have a term of not more than thirty (30) years, and may provide for periodic payments of principal and interest, interest only and/or may provide for balloon payments. The maximum loan fees on the Subordinating Loans shall not exceed 5% of the relevant loan amount. For the purpose of implementing the aforementioned subordination, by accepting this Deed of Trust, Beneficiary agrees that in consideration of the Trustor's execution and delivery of this Deed of Trust, as long as Trustor is not then in default, Beneficiary shall from time to time execute in recordable form and deliver to Trustor within fifteen (15) days of receipt of the request therefor, an agreement expressly subordinating the lien or charge of this Deed of Trust to the lien or charge of any lender under any Subordinating Loan, and said lender shall upon receipt of said agreement, be entitled to record said agreement to evidence the subordination as described in this paragraph. Upon recording, any such subordination agreement m shall prevail over the provisions otherwise set forth in this Deed of Trust. Cu 0ED Gn M O ¢ 0i 4. Books and Records. Trustor will maintain complete books and records reflecting m m� Trustor's compliance with the terms of the AHA and this Deed of Trust, in a form satisfactory to Beneficiary, and furnish to Beneficiary any reasonable reports m requested by Beneficiary to document Trustor's compliance with the terms of the MEMO AHA and this Deed of Trust. Beneficiary shall have the right, not more than twice per year and upon not less than three (3) business days' notice, to inspect Trustor's ME -- records for the purpose of determining Trustor's compliance with the terms of the AHA and this Deed of Trust. Any such inspection shall be done during normal business hours and shall not unreasonably interfere with Trustor's operation of the —•- Property. In the event that such inspection shows that Trustor has complied with the terms of the AHA and this Deed of Trust, then the cost of such inspection shall be borne by Beneficiary. If said inspection shows that Trustor is in material default of any provision of the AHA or this Deed of Trust, then the cost of said inspection shall be borne by Trustor, and Trustor shall pay said expenses within ten (10) days EmER of written demand therefor, and if Trustor fails to so pay said costs, said costs shall bear interest at the maximum rate allowed by law until paid in full. 5. Hazardous Materials. Trustor hereby warrants and covenants that, throughout the term of this Deed of Trust, there shall be no use, storage, generation, manufacture, disposal, discharge, release or threatened release of any Hazardous Materials on, around or under the Property except in strict conformity with all applicable, federal, state and local laws, rules, statutes and regulations. For purposes of this Deed of Trust, "Hazardous Materials" shall have the meaning set forth in Section 214(5) of the AHA. Trustor agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses incurred as the result of Trustor's breach of the provisions contained in this paragraph 5. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 6M The Spanos Corporation, a California corporation By: Its: La Quinta Redevelopment Agency By: Its: 111111HIM �III�IIIINININI��IINVIII�N �'n�"-�:;a- INtlIIV�INIV�IIV��IIIINI�IVR�II�R �-'�:m°�:�� CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 51 ATTACHMENT NO. 8 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 is exempt from payment of 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 SPANOS CORPORATION (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 1999. 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 of Riverside, State of California legally described in the attached Exhibit "A". The developer shall construct 200 apartment units and rent 20 of the units to tenants that qualify as moderate income families or individuals (ten low and ten moderate). B. The Property is within the La Quinta Project Area No. 2 (the "Project") in the City of La Quinta and is subject to the provisions of the "Redevelopment Plan" for the Project. C. The Community Redevelopment Law (California Health and Safety Code 33000 et M.) provides that a redevelopment agency shall establish covenants running with the land in furtherance of redevelopment plans. NOW, THEREFORE, THE AGENCY AND THE BUYER AGREE AS FOLLOWS: 111111111II�IRI�M�I�IgIIIB�II w�'•�a�=a IN 59 ."��e�:� 1. Affordable Housing. The apartment project is to be used for constructed with 200 units of which ten units are to be held available to be rented to low and ten units to be rented to moderate income tenants. 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 twenty (20) apartment units on the Property be maintained as an affordable housing resource until thirty (30) years from the date this Declaration is recorded. The terms and conditions relating to such use and occupancy are set forth in the Affordability Restrictions. The Affordability Restrictions 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 these covenants shall remain in force and effect until thirty (30) years from the date this Declaration is recorded (the "Expiration Date"): (a) The twenty (20) apartment units (ten low and ten moderate) shall be rented or available for rentat Affordable Rental Costs which shall mean that rent which shall not exceed the percentage of the gross income of the occupant person or household established by regulations of the United States Department of Urban Development which shall not be less than fifteen percent (15%) of gross income nor exceed thirty percent (30% of gross income, adjusted for family size and a utility allowance to Low Income Households and Moderate Income Households defined as follows: (1) "Low Income Household" shall mean a household earning not greater than eighty percent (80 %) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (2) "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (b) 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. (c) 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 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 53 IN IIIIIII 1111111111111111 t �29 se oo e 68 m ..RrCO(0 mm'. Imo W Q, 0 m CY) N 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 covenants and the transfer restrictions set forth in Sections 1, 2, 3 and 7 of this Declaration shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, said Sections 1, 2 3 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under such first deed of trust; and (ii) the Agency shall not have cured the default under such first deed of trust within the thirty (30) day period provided in such notice sent to the Agency. Notwithstanding any other provision hereof, the nondiscrimination 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 The covenant contained in this Section 2 shall run with the land and be binding on subsequent transferees and shall automatically terminate and be of no further force or effect upon the Expiration Date. 4. Nondiscrimination 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, .CD lessees, subtenants, sublessees, or vendees in the Property. CD CO CD G .. CD C' 11Covenantor and its successors and assigns, shall refrain from restricting the m ti� rental or lease (if permitted by Covenantee) or sale of the Property on the basis of race, N 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 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apanmentsmpd 54 �� 1111111 HIM 11111 IIII IN 1111111 IIIIII III IIIIIII II IN 09 30�/9 7 o f0 6400R 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, 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 of 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. m CD � CO 5. Maintenance of Property. CD mw CD CDmo CD11 CDM� Covenantor shall properly maintain the buildings, landscaping and yard areas N 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; p 2 no untrimmed hedges; 3. no trees, shrubbery, lawns, and other plant life dying from lack of water or other necessary maintenance; CAMy Documents\WPDOCS\Agent-Spanos - AFA - Apartrnents.wpd 55 I IIIIII IIIIII IIIII IIII IN 1111111 IIIIII III IIIIIII II IN09 3�0 589 f 6490R 1999-560669 4. no trees and shrubbery grown uncontrolled without proper pruning; 5. no vegetation so overgrown as to be likely to harbor rats or vermin; and 6. no dead, decayed, or diseased trees, weeds, and other vegetation. (b) No yard areas shall be left unmaintained, including: 1. no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1) week; 2. no packing boxes, lumber, trash, dirt, and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties; Cr m m ° 3. no unscreened trash cans, bins, or containers stored for m m o unreasonable periods in areas visible from public property or mm� neighboring properties; and 1 Qi m 4. no vehicles parked or stored in areas 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 OR M 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. 6. Covenants do not Impair Lien. No violation or 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. 7. 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 Restrictions, then the contrary provisions of this. Declaration shall be deemed to mean those provisions which are enforceable and CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 56 111111111111111111111111111111111111111111111111111111 ..,�Fw�� 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 NrCOW m o Written notices, demands and communications between the Covenantor and the MO �,.C° Covenantee shall be sufficiently given if delivered by hand or dispatched by registered or m certified mail, postage prepaid, return receipt requested, as follows: Covenantor: The Spanos Corporation 3773 Howard Hughes Parkway, Suite 590S Las Vegas, Nevada 89109 Attn: Covenantee: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, California 92253 Such addresses for notice may be changed from time to time upon notice to the other party. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fifth (5th) calendar day from the date it is postmarked if delivered by registered or certified mail. CAMy Documents\WPDOCS\Agent-Spanos - AFA - Apartments.wpd 5 7 11. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as of thirty (30) years from the date this Declaration is recorded. IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf of their respective officers hereunto duly authorized as of the date set forth above. THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: THOMAS P. GENOVESE, Executive Director "COVENANTEE" ATTEST: SAUNDRA L. JUHOLA, Agency Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) THE SPANOS CORPORATION 0 W COW "COVENANTOR" or DEVELOPER" co cmomo IV) mac mI (U N �� I I IIIIII IIIIII (IIII IIII 09 30,11999 06?00R �� IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 61 of 64 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 9E.' EXHIBIT A LEGAL DESCRIPTION OF PROPERTY M Do ments\WPDOCS 11111111111MIIIII�IIIIININII�IIIIINI-��e�.°.- 5S m @1 CDC co 01, coma L n m Q, mN N ATTACHMENT NO. 9 CERTIFICATE OF COMPLETION RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, California 92253 Attn: Executive Director Space above for Recorder's use. CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT WHEREAS, by an Affordable Housing Agreement dated , 19_, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter referred to as the "Agency") and THE SPANOS CORPORATION (collectively referred to as the "Developer"), the Developer has constructed improvements upon the real property (the "Site"), legally described on the Attached Exhibit "A", by constructing or causing to be constructed the improvements thereon according to the terms and conditions of said Affordable Housing Agreement (the "Agreement"); and WHEREAS, pursuant to Section 315 of the Agreement, promptly after completion of the Improvements the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the construction of the Improvements conforms to the Agreement; and WHEREAS, the Developer has requested that the Agency furnish the Developer with the Certificate of Completion; and WHEREAS, the Agency has conclusively determined that the construction of the Improvements conforms to the Agreement; NOW, THEREFORE: 1. As provided in the Agreement, the Agency does hereby certify that the construction of the Improvements required to be constructed on the Site described in CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 1111iai�iAiuiiauuuiimi ,.�,�,;,;64 wo. March 30, 2000 Mr. Jerry Herman Director, Community Development Dept. City of La Quinta 78-495 Calle Tampico La Quinta, Ca 92253-1504 W-- THE SPANOS CORPORATION 5029 LAMART DR., A-2 • RIVERSIDE, CA 92507 COma, TELEPHONE: (909) 786-0777 FAX: (909) 788-2035 Re: Letter of Agreement for Permission to Use Land Dear Mr. Herman: This letter shall serve as an agreement between The La Quinta Redevelopment Agency and The Spanos Corporation, whereas The La Quinta Redevelopment Agency ("Agency") agrees to allow The Spanos Corporation ("Spanos") temporary use of a portion of a parcel of land commonly known as Assessor's Parcel No. 649-03-036, which is contiguous and directly east of the proposed Aventine Apartment project at 47-750 Adams, La Quinta, Ca. The Spanos Corporation shall use the land (see Exhibit A) for temporary storage of lumber to be used on their apartment project. The lumber storage yard will be fenced, graded, and kept clean and free of debris & dust during its use, at the expense and responsibility of Spanos. Adherence to any regulation imposed by the City shall be the responsibility of Spanos. Effective dates are May 15, 2000 through November 15, 2000. The Spanos Corporation will vacate the land at any time during the term of the Agreement with a 30-day written notice from the Agency. Upon the termination of this Agreement, whether by Notice or Term, the land used will be cleaned, graded and sprayed with an approved soil stabilizer. The Spanos Corporation shall maintain a minimum of $1,000,000 General Liability and Workmen's Compensation Insurance co 'erage and name The T tl„-.ita Redevelopment kgenc;- as Additional Insured. The Spanos Corporation shall indemnify and hold The La Quinta Redevelopment Agency harmless for any claims or damages incurred due to the express use of said land. Accepted by: Date: Jac Lucas pans Corporation Accepted by: Date: omas P. Genovese/ La Quinta Redevelopment Agency 3 -'SO- ov //--3 /��, - Iandagmt.herman.02.78 ADAMS STREET 3 0 0 �0 c.n 0' >� � N CD U1 N C Y X � V 0 0 Y om THE SPANOS CORPORATION 5029 LAMART DR., A-2 • RIVERSIDE, CA 92507 TELEPHONE: (909) 786-0777 FAX: (909) 788-2035 June 2, 1999 Jerry Herman -Director, Community Development Department City of La Quinta 78-495 Calle Tampico La Quinta, Ca 92253-1504 RE: CITY REDEVELOPMENT AGENCY PROPERTY — APPROX. 14 ACRES OF A 50 ACRE PARCEL Dear Mr. Herman, This letter is to serve as an Agreement between the City of La Quinta and the Spanos Corporation to allow the Spanos Corporation and it's agents access to the aforementioned property for the purpose of conducting appraisals, surveys, soil tests, environmental assessments and other investigation, as well as testing reasonably necessary or convenient to determine feasibility and the environmental condition of the property. The Spanos Corporation shall indemnify, defend, and hold the City of La Quinta harmless from any injury, cost, liability, or expense to person(s) or property, arising out of the Spanos Corporation's exercise of the rights granted by this Agreement. Such indemnification shall survive the closing of escrow or cancellation of this Agreement. THE SPANOS CORPORATION Jack W. Lucas Proje t Manager JWL.rc.001 CITY OF LA QUINTA t ATTACHMENT 2B LEGAL DESCRIPTION OF DEVELOPER PROPERTY Lot 285 of Tract 24230, in the City of La Quinta, County of Riverside, State of California, as shown by map on file in book 214, pages 69 through 82, inclusive of maps, in the office of the County Recorder of said County. le Page 36.1 LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA; LOT 285 AS SHOWN ON TRACT MAP NO. 24230 ON FILE IN BOOK 214. PAGES 69 THROUGH 82, INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY RECORDER. SUBJECT TO EXISTING EASEMENTS AND RIGHTS OF WAY OF RECORD. COMPRISING 10.17 ACRES, MORE OR LESS. LAND I " LM LES R. NAR ,�, *. REG. EXP. �Z S o. NO.4989 C Page 36.2 9.34 r•1 N�a,•� 1 g I 140 N Wr 2 1 N� as.,e t a� EXHIBIT "A" ------------------ tel. STM DMIN i z1�•� N �j• 444 99 167'. 4201 202 1 203 p LOT 285 47 rB AYE LAND SG�G �+ CHA LESR. HARRIS /YAK•►' REG. EXP. •�/ I/ f� N0.4989 9jF Of C A`\�0�� l74.S7 N 9f•SO'OS•N �4` 46•�. OU.CF 174.57 �p7 A.� o� a• l74.67� V4 Q �J� gt0i� � � 212�213 �a?� 211 215 �.d`►�,o 16_ �• b. N 44.34.63•e - 32.49 _ .W. 330.00 .I :ELF 32E.90 >e it N 45•25'07•7 `�6 I 4.33 1� R I= I 06.00 aalae,&& a I a 125 I$ 4 s �J Par•cn Ir I Shm 01 12 ' o � DOC N 2000-090239 03/10/2000 ea:@@A Fee:NC Page 1 of 19 Recorded in Official Records County of Riverside Recording Requested, By Cary L. Orso Assessor, County Clerk 8 Recorder First American Title Companv DECLARATION OF CONDITIONS, CC. _ ...._ 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 M S U PAGE NOCOR SMF MISC. ;SIZE;DAAPCOR A R L COPY LONG REFUND NCHG EXAM I This document is exempt from payment of a recording fee pursuant to Government Code Section 6103. T AM THIS DECLARATION OF CONDITIONS, COVENANTS, AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between THE SPANOS CORPORATION (the "Buyer" or "Covenantor") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" or "Covenantee") as of the 21st day of January 2000. 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 of Riverside, State of California legally described in the attached Exhibit "A". The developer shall construct 200 apartment units and rent 20 of the unit-s to tenants that qualify as moderate income families or individuals (ten low and ten mod rate). B. The Property is within the La Quinta Project Area No. 2 (the "Project") in the City of La Quinta and is subject to the provisions of the "Redevelopment Plan" for the Project. C. The Community Redevelopment Law (California Health and Safety Code 33000 et se -) provides that a redevelopment agency shall establish covenz-nts running with the land in furtherance of redevelopment plans. NOW, THEREFORE, THE AGENCY AND THE BUYER AGREE AS FOLLO'NS: C:\Nty Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmenu.Wpd 1. Affordable Housing. The apartment project is to be used for constructed with 200 units of which ten units are to be held available to be rented to low and ten units to be rented to moderate income tenants. 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 twenty (20) apartment units on the Property be maintained as an affordable housing resource until thirty (30) years from the date this Declaration is recorded. The terms and conditions relating to such use and occupancy are set forth in the Affordability Restrictions. The Affordability Restrictions 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 these covenants shall remain in force and effect until thirty (30) years from the date this Declaration is recorded (the "Expiration Date"): (a) The twenty (20) apartment units (ten low and ten moderate) shall be rented or available for rentat Affordable Rental Costs which shall mean that rent which shall not exceed the percentage of the gross income of the occupant person or household established by regulations of the United States Department of Urban Development which shall not be less than fifteen percent (15%) of gross income nor exceed thirty percent (30% of gross income, adjusted for family size and a utility allowance to Low Income Households and Moderate Income Households defined as follows: (1) "Low Income Household" shall mean a househlold earning not greater than eighty percent (80 %) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (2) "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (b) The covenant contained in this Section 2 shall run wi, h the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. (c) Notwithstanding the foregoing, this Declaration shall c-e subordinate to the lien of a first deed of trust against the Property, and shall not impair t: e 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 CANly DocumentsIMPDOMAtermt-Spanos - AFA - Apanments.wpd 2000-090259 I IIIINIIIIIII Hill IIIIIIII03110/a of 09 60R 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 covenants and the transfer restrictions set forth in Sections 1, 2, 3 and 7 of this Declaration shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, said Sections 1, 2 3 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under such first deed of trust; and (ii) the Agency shall not have cured the default under such first deed of trust within the thirty (30) day period provided in such notice sent to the Agency. Notwithstanding any other provision hereof, the nondiscrimination 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 The covenant contained in this Section 2 shall run with the land and be binding on subsequent transferees and shall automatically terminate and be of no further force or effect upon the Expiration Date. 4. Nondiscrimination 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 occu.pancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. Covenantor 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 statu-s, 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 C:\,tily Documents\WPDOCS\Aermt-Spsnos - AFA - Apartments.wpd 1111111111111111111111111111111111111111111111111111111 .�Wwp�m. 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, 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 of 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 riohts-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 C:\,I ty Documents\WPDOCS%Agrmt-Spnnos - AFA - Apartments.wpd 2086-89025I IIII IIIIII IIIIIIIIIIIIIHIHII IIIIIIIIIIIIIIIIII IIII 03 0 f 1 9;00R III 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, 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 of 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 Prooertv. 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; CA. ly Docttntents %%*PDOC.S%A_rmt-Spanos - AFA - Apartnients.%%Pd I IIII III IIIIIII IIII IIIIII III IIIII IIII IIII 03 21�0 B 9 900A I IIIII IIIII I 4. no trees and shrubbery grown uncontrolled without proper pruning; 5. no vegetation so overgrown as to be likely to harbor rats or vermin; and 6. no dead, decayed, or diseased trees, weeds, and other vegetation. (b) No yard areas shall be left unmaintained, including: 1. no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1) week; 2. no packing boxes, lumber, trash, dirt, and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties; 3. no unscreened trash cans, bins, or containers stored for unreasonable periods in areas visible from public property or neighboring properties; and 4. no vehicles parked or stored in areas 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. 6. Covenants do not Impair Lien. No violation or 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. 7. 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 Restrictions, then the contrary provisions of this Declaration shall be deemed to mean those provisions which are enforceable and C:%,%Iy Documents WPDOCS Agrmt-Spanos - AFA - Apanments.%%pd 1111111 HIM 111111111111111111111111111111111111111111 e3 � a� see 198 gNA 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: The Spanos Corporation 1341 W. Robinhood Drive Stockton, California 95207 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 unon notice to the other party. Any written notice, demand or communication sha!I be deemed received immediately if delivered by hand and shall be deemed received on the fish (5th) calendar day from the date it is postmarked if delivered by registered or certified nail. Illlllllllllllllllllllllllllllllllllllllllllll 288eses9s CAMyDocumcnts\\�'PDOCS'A_rmt-Spinns•AFA-ApartmenU.%% IIIIIIIII 03ti0/200008;808 11. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect, as of thirty (30) years from the date this Declaration is recorded. IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf of their respective officers hereunto duly authorized as of the date set forth above. THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: THOMAS P. GENOVESE, Executive Director "COVENANTEE" ATTEST: JU E S CREEK ncy Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) THE SPANOS CORPORATION COVENANTOR" or DE) IN �`��'•- PER» C:'.%I% Documents%%VPDOCS'A%rmt-SPanos - AFA - Apanments--pd EXHIBIT "A" page 1 ATTACHMENT NO.2 LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST ONE - QUARTER OF SECTION 29; THENCE NORTH 000 20' 08" WEST ALONG THE WESTERLY LINE OF SAID SOUTHWEST ONE -QUARTER A DISTANCE OF 1087.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 890 51' 38" EAST A DISTANCE OF 1115.00 FEET; THENCE SOUTH 000 20' 08" EAST PARALLEL WITH SAID WESTERLY LINE A DISTANCE OF 580.00 FEET; THENCE NORTH 890 51' 38" WEST A DISTANCE OF 1115.00 FEET TO A POINT ON SAID WESTERLY LINE; THENCE NORTH 000 20' 08" WEST ALONG SAID WESTERLY LINE A DISTANCE OF 580.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES OVER THE WESTERLY 55.00 FEET OF SAID DESCRIBED PARCEL. ALSO EXCEPTING THEREFROM AN EASEMENT FOR LANDSCAPE AND PEDESTRIF N PURPOSES OVER THE EASTERLY 20.00 OF THE WESTERLY 75.00 FEET OF SAID DESCRIBED PARCEL. SUBJECT TO EXISTING EASEMENTS OF RECORD. COMPRISING 14.845 ACRES OF GROSS AREA, 13.847 ACRES OF NET AREA, MORE OR LESS. to .ItEQ. EXfti / Si e• INI�I��I�IIInINMINIIIIYIYIYI�NIa� �-��=°�• �\ ^°— r. kv CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California � County of ti A1,IORQU IN ss. OnTAWARY a 6 , before me, GGV J: 1V8L<56n1_ NaTAIzVjjAc.IC Date —r-� Name and Title of Officer e.g., "Jane Doe, otary Public") personally appeared U am Ugay , Name(s) Signer(s) )(personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person% whose name( is/ e ��• PE-GGYJ.NF�SON subscribed to the with' instrument and Commission 0 1213904 acknowledged to me t e W/thl9r�r executed Notary Public - Cofomlc the same in his thv(r thorized San jooquin County My Comm.�ire;KtY25.2 i capacity(i and that by his/ /tlt r signature on the instrument the person(o, or the entity behalf of which the person(, acted, executed the instrument. WITNESS rDv hand and officia seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the and could prevent fraudulent removal and reattachment of this form to another document. Descri n of Attached Document Title or Type o ocument: Document Date: Num Signer(s) Other Than Named Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ LimitZGener❑ Attorney in Fact❑ Trustee ❑ Guardian or Cons ❑ Other: ill © 1997 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 11111111111111111111111111111111111111111111111111111111 �m��:.• STATE OF CALIFORNIA ) CAPACITY CLAIMED BY SIGNER COUNTY OF RIVERSIDE ) ❑ 1NDIVIDUAL(S) Or,L CORPORATE May—A000 , before me,� personally appeared ❑ OFFICER(S) • ersonally known tom - oR F-i--r-�„r TITLE(S) of *4factory evidence to be the person(s) whose name is/are subscribed to the ❑ PARTNER(S) 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 on ❑ ATTORNEY -IN -FACT the instrument the person(s), or the entity upon behalf of which the person(s) ❑ TRUSTEE(S) acted, executed the instrument. ❑ SUBSCRIBING WITNESS Witness my hand and official seal. ❑ GUARDIAN/CONSERVATOR ❑ OTHER: Comffil w 61196M , ovaCCU* SIGNER IS REPRESENTING: SIGNATURE Of NOTARY (`,Of►Ir Bg"Od16r2=j NAME OF PERSON(S) OR ENTITY(IES) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could Title or Type of Documen 41 prevent fraudulent attachment of this certificate to unauthorized documents. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Number of Pag s Id Date of Document Signer(s) Other Than Named Above Aftachad For Daft 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 is exempt from payment of 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 SPANOS CORPORATION (the "Buyer" or "Covenantor") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" or "Covenantee") as of the 21" day of January 2000. 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 of Riverside, State of California legally described in the attached Exhibit "A". The developer shall construct 200 apartment units and rent 20 of the units to tenants that qualify as moderate income families or individuals (ten low and ten moderate). B. The Property is within the La Quinta Project Area No. 2 (the "Project") in the City of La Quinta and is subject to the provisions of the "Redevelopment Plan" for the Project. C. 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: CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 52 2000-090259 IN 12 of 19 At' Fa 00* 1. Affordable Housing. The apartment project is to be used for constructed with 200 units of which ten units are to be held available to be rented to low and ten units to be rented to moderate income tenants. 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 twenty (20) apartment units on the Property be maintained as an affordable housing resource until thirty (30) years from the date this Declaration is recorded. The terms and conditions relating to such use and occupancy are set forth in the Affordability Restrictions. The Affordability Restrictions 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 these covenants shall remain in force and effect until thirty (30) years from the date this Declaration is recorded (the "Expiration Date"): (a) The twenty (20) apartment units (ten low and ten moderate) shall be rented or available for rentat Affordable Rental Costs which shall mean that rent which shall not exceed the percentage of the gross income of the occupant person or household established by regulations of the United States Department of Urban Development which shall not be less than fifteen percent (15%) of gross income nor exceed thirty percent (30% of gross income, adjusted for family size and a utility allowance to Low Income Households and Moderate Income Households defined as follows: (1) "Low Income Household" shall mean a household earning not greater than eighty percent (80 %) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (2) "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (b) 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. (c) 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 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 53 1111111 HIM 11111111111111111111111111111111111111 IN e3 2 0/1 G9f0$ 9O&A Atla&W For Cis* 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 covenants and the transfer restrictions set forth in Sections 1, 2, 3 and 7 of this Declaration shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, said Sections 1, 2 3 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under such first deed of trust; and (ii) the Agency shall not have cured the default under such first deed of trust within the thirty (30) day period provided in such notice sent to the Agency. Notwithstanding any other provision hereof, the nondiscrimination 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 The covenant contained in this Section 2 shall run with the land and be binding on subsequent transferees and shall automatically terminate and be of no further force or effect upon the Expiration Date. 4. Nondiscrimination 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. Covenantor 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 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 54 111111 HIM 11111111111111111111111111111 HIM III IN 03?10 � e of G$ 9GGR Attars for 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, 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 of 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: 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; CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 55 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 03 �W� of 900E AftadW For 4. no trees and shrubbery grown uncontrolled without proper pruning; 5. no vegetation so overgrown as to be likely to harbor rats or vermin; and 6. no dead, decayed, or diseased trees, weeds, and other vegetation. (b) No yard areas shall be left unmaintained, including: 1. no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1) week; 2. no packing boxes, lumber, trash, dirt, and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties; 3. no unscreened trash cans, bins, or containers stored for unreasonable periods in areas visible from public property or U-) CO � CU @ neighboring properties; and �@o 0 @ 4. no vehicles parked or stored in areas other than approved parking N 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. 6. Covenants do not Impair Lien. No violation or 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. 7. 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 Restrictions, then the contrary provisions of this Declaration shall be deemed to mean those provisions which are enforceable and CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 56 AtWhed For OWrft 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 Cc Covenantee shall be sufficiently given if delivered by hand or dispatched by registered or CU GD @M1 certified mail, postage prepaid, return receipt requested, as follows: N Covenantor: The Spanos Corporation 1341 W. Robinhood Drive r' Stockton, California 95207 Covenantee: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, California 92253 Such addresses for notice may be changed from time to time upon notice to the other party. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fifth (5th) calendar day from the date it is postmarked if delivered by registered or certified mail. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 57 n Khed Fbr C20* 11. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as of thirty (30) years from the date this Declaration is recorded. IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf of their respective officers hereunto duly authorized as of the date set forth above. THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: THOMAS P. GENOVESE, Executive Director "COVENANTEE" ATTEST: JUNE S. GREEK, Agency Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) THE SPANOS CORPORATION "COVENANTOR" or DEVELOPER" 111111111111111111111111111111110�n o �, ��;_ CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 58 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY I �I�InNI�I�I�I�INIIIIN�IpIVI�IIIIYIMI &„��F�.IDA C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 59 $ 217,723 PROMISSORY NOTE SECURED BY DEED OF TRUST La Quinta, California January 21 , 2000 On (the "Maturity Date"), for money advanced and value received, the undersigned (the "Promisor"), promises to pay to the La Quinta Redevelopment Agency (the "Holder"), or to order at 78-495 Calle Tampico, La Quinta, California 92253, or any other place designated in a writing submitted by Holder to Promisor, the principal sum of $217,723, with no interest on the principal amount; provided, however, that the payment of the principal sum shall be waived and the obligation deemed for all purposes fully satisfied after a time period of thirty (30) years and upon performance by Promisor of considerations and covenants provided in the Affordable Housing Agreement for Apartments executed by and between the Promisor and the Holder, dated the same date as this Developer Note and executed concurrently herewith (the "Affordable Housing Agreement"), or upon termination of the Affordable Housing Agreement under its terms. Principal and interest payable under this Developer Promissory Note, if any, shall be paid in lawful money of the United States of America. There shall be no prepayment of this Developer Promissory Note. This Developer Promissory Note is secured by, among other things, the Deed of Trust and Security Agreement with Assignment of Rents and Agreements dated the same date as this Developer Promissory Note, executed by Promisor, as trustor, in favor of Holder, as beneficiary (the "Deed of Trust"), and encumbering the fee interest in the real property described in the Deed of Trust (the "Land"). The Holder will be entitled to the benefits of the security provided by the Deed of Trust and will have the right to enforce the covenants and agreements of Promisor contained in the Deed of Trust and the Affordable Housing Agreement. If: a. Promisor fails to pay when due any sums payable under t its Deve'oper Promissory Note; or b. an Event of Default (as defined in the Deed of Trust) occurs; or C. a default under the Affordable Housing Agreement occurs which is not cured within the applicable cure period set forth therein; then Holder, at its sole option, shall have the right to declare all sums owing under this Developer Promissory Note immediately due and payable. However, i1f any document related to this Developer Promissory Note (including, but not limited to, the Affordable CAMy Documcnts'•%VPDQCStASrmt•Spinos • AFA • Aputments.µ-pd Housing Agreement) provides for the automatic acceleration of payment of sums owing under this Developer Promissory Note, all sums owing shall be automatically due in accordance with the terms of that document. Promisor shall pay to Holder all sums owing under this Developer Promissory Note, if not waived, without deduction, offset, or counterclaim of any kind. The advance of money evidenced by this Developer Promissory Note and secured by the Deed of Trust shall in no manner make Holder the partner or joint venturer of Promisor. If any attorney is engaged by Holder to enforce or construe any provision of this Developer Promissory Note, the Deed of Trust, the Affordable Housing Agreement or any other Security Documents (as defined in the Deed of Trust) or as a consequence of any Event of Default, with or without the filing of any legal action or proceeding, then Promisor shall immediately pay to Holder on demand all reasonable attorney fees and other costs incurred by Holder, together with interest. No previous waiver or failure or delay by Holder in acting with respect to the terms of this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement shall constitute a waiver of any breach, default, or failure of condition under this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement. A waiver of any term of this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement must be made in writing and shall be limited to the express wri<ien terms of the waiver. If there are any inconsistencies between the terms of this Developer Promissory Note and the terms of the Deed of Trust or the Affordable Housing Agreement, the terms of this Developer Promissory Note shall prevail. All notice required or permitted in connection with this Developer Promissory Note shall be in writing and shall be given at the place and in the manner provided in the Deed of Trust for the giving of notices. If this Developer Promissory Note is executed by more than one person or entity as Promisor, the obligations of each person or entity shall be joint and several. No person or entity shall be a mere accommodation maker, but each shall be primarily and directly liable. Promisor waives presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses, or losses and interest; notice of interest on interest and late charges; and diligence in taking any action to collect any sums owing under this Developer Promissory Note or in proceeding against any of the rights or interests to properties securing payment of this Developer Promissory Note. Time is of the essence with respect to every provision of this Developer Promissory Note. This Developer Promissory Note shall be construed and enforced in accordance with the laws of the State of California, except to the extent that Federal law preempts state law, and all persons and entities in any manner obligated under this Developer Promissory Note consent to the jurisdiction of any Federal or state - Court within California having proper venue and also consent to service of process by any means authorized by California or Federal law. CANiv Documcnts\WPDOCS\Agrtmt-Spancs - AFA - Apanmcnts.wpd Promisor shall not be personally liable for the payment of the indebtedness or any obligations evidenced by this Developer Promissory Note or the Affordable Housing Agreement, and any judgment or decree in any action brought to enforce the obligation of Promisor to pay the indebtedness shall be enforceable against Promisor and the partners of the Promisor, if any, only to the extent of Promisor's interest in the Land and any other collateral pledged, encumbered, or otherwise covered by the Deed of Trust. Any judgment or decree shall not be subject to execution, or be a lien, on the assets of Promisor and the partners of the Promisor, if any, other than Promisor's interest in the Land and any other collateral pledged, encumbered, or otherwise covered by the Deed of Trust. Nothing in the preceding paragraph shall affect or limit the rights of Holder to enforce any of Holder's rights or remedies with respect to any portion of the Land or any other collateral pledged, encumbered, or otherwise covered by the Deed of Trust. THE SPANOS CORPORATION, a California corporation By: It C:\Nty Documents\WPDOCS\Ag—t-Spanos - AFA - Aputmcnts.wpd 03/09/00 THU 10:46 FAX 909 274 3630 Q001 SS AMERI C First American Title Insurance Company 3625 FOURTEENTH STREET, (P.C. BOX 988) • RIVERSIDE, CALIFORNIA 92502-0986 • (909) 787-1700 FAX TRANSMITTAL DATE : March 9, 2000 TO: : La Quinta Redevelopment Agency FAX NO : 760/777-N5 1 a 3 3 ATTN : Joh ulkner FROM : C, Jill Hernandez RE: Escrow No.: 10341-DN Property Address: , SUBJECT/MESSAGE: TOTAL NUMBER OF PAGES:. 3 (Including This Page) Per our telecon, enclosed you will find a sample of the Certificate of Acceptance that we will need to obtain from you in order to record the escrow. Please note that this document must be notarized. I am also enclosing a copy of the Deed that we will be attaching this to. Please let me know if you have any further questions. Upon receipt of the Acceptance, we will be in a position to record this transaction. OUR FAX NUMBER FOR THE ESCROW DEPARTMENT IS (909) 784-7956 IMPORTANT NOTE: Should any of these papers require an ORIGINAL SIGNATURE, Please talce a PHOTOCOPY BEFORE SIGNING. We will not accept an Original Signature on FAX paper. Thank you for your cooperation in this matter. THIS MESSAGE IS INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY TO WHICH IT IS ADDRESSED, AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED OR CONFIDENTIAL, IF THE READER OF THIS MESSAGE IS NOT THE INTENDED RECIPIENT, OR THE EMPLOYEE OR AGENT RESPONSIBLE FOR DELIVERING THE MESSAGE TO THE INTENDED RECIPIENT YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED. IF YOU HAVE READ THIS COMMUNICATION IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY TELEPHONE AND RETURN THE ORIGINAL MESSAGE TO US AT THE ABOVE ADDRESS VIA THE U.S. POSTAL SERVICE. 03-09-00 11:36 RECEIVED FROM:909 274 3630 P.01 03/09/00 THU 10:47 FAX 909 274 3630 U002 CITY OF HEMET CERTIFICATE OF ACCEPTANCE GRANT OF INTEREST OF REAL PROPERTY Leanna Keltner, Deputy City Clerk of the City of Hemet, County of Riverside, a California municipality, does hereby certify that the City Council ofthe City of Hemet, at its regular meeting duly held on the 26th day of October , did, by motion duly made, seconded and passed, accept that certain Street right of way . to the Cityof Hemet, by deed dated September 20, 199Qo which this certificate is attached. Da ted: October 27, 1999 Leama Keltner, CMC Deputy City Clerk Dated: February 25, 2000 a�'ily+nK ampton Acting Deputy City Clerk bi a� ;CO ,n, nzGu4j !`'�?TARV ACKNOWLEDGEMENT ATTACHED HERETO AND MADE A PART HEREOF 03-09-00 11:36 RECEIVED FROM:909 274 3630 P.02 CERTIFICATE OF ACCEPTANCE Grant of Interest of Real Property I, June S. Greek. City Clerk of the City of La Quinta, County of Riverside, State of California, do hereby certify that the City Council of the City of La Quinta, at its regular meeting duly held on September 7, 2000, did, by motion duly made, seconded and passed, accept that certain real property in the City of La Quinta, California described as: Lot 285 of Tract No. 24230, as shown by map on file in book 214, pages 69 through 82, inclusive, of maps, records of Riverside County, California by grant deed dated January 21, 2000 to which this certificate is attached. STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) ss CITY OF LA QUINTA 1 On me, Ju reek, CMC/AAE City Clerk personall ppeared tiTin r S.-�r�GK ,personally known t6 me 0c-pro e O, to be the person(pl whose named is/aoe, subscribed to the within instrument and acknowledged to me that lyi~/she/tJpdy executed the same in Iy6' /her/twr authorized capacity(jot), and by 49/her/tbdfir signature(g) on the instrument the person(#), or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. r Signs a of Notary MODEIIAHENSLE�Y� _ C,d1w,dWW #1107891 Ml A C� n1arial seal) hVCt mm.B0w Au97.2= 03/09/00 THU 10:47 FAX 909 274 3830 Q 003 WHEN RECORDED MAIL TO. LaQuinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $ EXEMPT Computed on the consideration or value of property La Quinta Redevelopment Agency conveyed; OR 78-495 Calle Tampico Computed on the consideration or value less liens or La Quinta, CA 92253 encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name APN 643-090-014—I GRANT DEED TRA 020-024 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The Spattos Corporation, a California corporation hereby GRANT(S) TO the La Quinta Redevelopment Agency, a public body corporate and politic the real property in the Ciry of La Quinta, California, County of Riverside, State of California, described as Lot 285 of Tract No. 24230, as shown by map on file in book 214, pages 69 through 82, inclusive, of maps, records of Riverside County, California. Dated / - A / - 0 0 STATE OF CALIFORNIA ) SAN UOAOVI14 ) ss r, COUNTY O) On JARUf}'fZV ZI 0 Z606 , before me, 2EOCz EIVE460 At, A07AWpUL3L , personally + appeared �jfR j� T, IJRpNV personally known to me - or - 0 proved to me on the basis of satisfactory evidence, to bet e person% whose name t aW subscribed tote within instrument and acknowledged to me thatslltltxy executed the same it i hBfJtly�'sr authorized capaciry(i, and that by i Wthk signature0Q on the instrument the personQ4, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. SIGN/�U)�E OF NOTARY (This area for official notarial seat) �/ PEGGY J. NELSON CommlWon M 1213904 Notary Public - Co9iarrtltl Son Joaquin County AMC0mm.5#fth4or45,Zp3 03-09-00 11:36 RECEIVED FROM:909 274 3630 P.03 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: A.G. SPANOS CONSTRUCTION, INC C/o Peggy J. Nelson /A.G. Spanos Construction, Inc. 1341 W. Robinhood Drive Stockton, CA 95207 1(if f 8esument Recorded. has not been compared with original. GARY L. ORSO County Recorder RIVERSIDE COUNTY CALIFORNIA Space Above'I'his Line For Recorder's Use Only SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE WHEREAS, A.G. SPANOS CONSTRUCTION, INC. was the original Trustor, and Equitable Deed Company, the original Trustee, and Bank of America National Trust and Savings Association, a National Banking Association, as Successor by merger to Security Pacific National Bank the Beneficiary, under that certain Construction Trust Deed with Assignment of Rents, Security Agreement and Fixture Filing dated March 15, 1990, Modified and amended and restated June 23, 1994 and original Construction Deed with Assignment of Rents, Security Agreement and Fixture Filing recorded May 3, 1990 as Instrument No. 162935, Official Records of Riverside County, California, and LOTS 282 THROUGH 286 INCLUSIVE, AND LOTS CC, DD AND LL OF TRACT 24230, AS SHOWN BY MAP ON FILE IN BOOK 214, PAGES 69 THROUGH 82, INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. WHEREAS, the undersigned Beneficiary desires to substitute a new Trustee under said Construction Deed with Assignment of Rents, Security Agreement and Fixture Filing, now therefore, the undersigned hereby substitutes (theirselves, himself, herself) as Trustee under said Deed of Trust and does hereby reconvey without warranty, to the person or persons legally entitled thereto, the Estate now held by him hereunder. -T 1� l• v7 c lC. ZJi rn t, i 7 �L 'L iG l� C L Y1 .'� �� -e e, Document Date: February 23, 2000 STATE OF CALIFORNIA COUNTY OF SAN JOAQUIN on +e1��Ury 2fi , 2000 before me, f1J��C'iT^ L�'hrJ�t7 , Notary Public, personally appeared Lynn KIIivt+011 , personally known to me or proved to me on the basis of satisfactory evidence to be the person(.' vhose nameW is/ate subscribed to the within instrument and acknowledged to me that-he/she/they executed the same ire-hWiler/their authorized capacity(ies'Fand that by his/her/their signature(Won the instrument the personSW, or the entity upon behalf of which the personXacted, executed the instrument. WITNESS my hand and official seal. Signature P o&1, 4 e, ELIZABETH CHAO Commission # 1211865 p-t."� I No'. Public - Colifomip Z ,. Son Francisco County MY Comm. bpm Feb 27, 2003 This area for official notarial seal. Date: February 23, 2000 Escrow No: 10341-DN SELLER'S AFFIDAVIT OF NONFOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferedbuyer of a U.S. rcal property interest must withhold tax if the transferor/seller is a foreign person. To inform the transferee/buyer that, withholding of tax is not required upon the disposition of a U.S_ real property interest. Property located at-_ , CA by. The Spanos Corporation I hereby certify to the following (if an entity transferor, on behalf of the transferor): INDWIDUAL'TRANSIF'EItO>< R: 1. 1 atrl not a nonresident alien for purposes of U.S. income taxation; 2. My U.S. taxpayer identification number (Social Secarity number) is; 3. My home address is CORPORAT10N, PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST OR ESTATE TRANSFEROR(S): t The Spai3os Corporation (name oftransfcror) is not a foreign corporation, foreign partnership, foreign limited liability company, foreign trust, or foreign estato (as those terms arc defined in the Internal Revenue Code and Income Tax Regulations); 2. ...The .S.panos Corporation (naureoftransferor) U.S. employer identification number in and; (name of transfcror) 5 -T AMEp� ►LD `� C' First American Title Insurance Company 3625 FOURTEENTH STREET, (P.O. BOX 986) • RIVERSIDE, CALIFORNIA 92502-0986 • (909) 787-1700 La Quinta Redevelopment Agency Attn: Betty Sawyer 78-495 Calle Tampico La Quinta, CA 92253 RE: The Spanos Corporation Date: March 10, 2000 Escrow Number: 10341-DN We are pleased to inform you that the above referenced escrow was closed on March 10, 2000 and we enclose the following for your records: Our Check in the amount of $849.50 representing refund of excess funds. Receipt No. 41653 for $88,275.00. Closing Statement. Original Note for $217,723.00. Conformed copy of recorded Grant Deeds. Conformed copy of recorded Deed of Trust and Addendum. Conformed copy of recorded Declaration of Conditions, Covenants and Restrictions. Conformed copy of recorded Substitution of Trustee and Full Reconveyance. Original Seller's Affidavit of Nonforeign Status. Policy of Title Insurance No. 2148423 to follow, issued by First American Title Ins. Co. Any documents to which you are entitled will be forwarded to you directly from the appropriate governing party. It has been a pleasure handling your escrow. We look forward to servicing your future real estate transactions. Sincerely, First American Title Insurance Company C C. Jill Hernandez, CSEO �� 7 Escrow Manager nr ASS AMEit First American Title Insurance Company 3625 FOURTEENTH STREET, (P.O. BOX 986) • RIVERSIDE, CALIFORNIA 92502-0986 • (909) 787-1700 Escrow No. 10341-DN Reference: The Spanos Corporation CLOSING STATEMENT La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Deposits: Initial Deposit By: La Quinta Redevelopment Agency Adjustments: Site Property Consideration Developer Prpty Consideration Financial Assistance Note Financial Assist Note/Withhold Title Charges: Owner's Title Policy Documentary Transfer Tax Record Grant Deed Record Deed of Trust Record Declaration of CC&R's Record Release Escrow Fees: Escrow Fee Check Herewith Totals Closing Date: March 10, 2000 Page 1 - - DEBITS - - 1,200,000.00 217,723.00 3,012.00 660.00 12.00 26.50 31.00 7.00 1,400.00 - - CREDITS - - 88,275.00 1,117,723.00 217,723.00 $ 849.50 $ 1,423,721.00 $ 1,423,721.00 SAVE FOR INCOME TAX PURPOSES Recording Requested First American Titie By fie companv SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS RECORDING REQUESTED BY: SELZER, EALY, HEMPHILL & BLASDEL 777 E. Tahquitz Canyon Way, Suite 328 Palm Springs, CA 92262 Attention: Ms. Emily Hemphill AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director Doc " 2000-OB02SO 03/10/2000 08:00A Fee:NC Page 1 of 14 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk 8 Recorder 1111111111111111111111111111111111111111111111111111111 z S M PAGE SIZE DA PCOR NOCOR SMF MISC. I� A I R I L SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS COPY LONG REFUND NCHG EXAM THIS DEED OF TRUST, made this 2jaj day of _ J an u ar v ,2000 , by The Spanos Corporation, a California corporation, hereinafter called TRUSTO;R, whose- address is 1341 W. Robinhood Drive, Stockton, CA, 95207 and FIRST AMERICAN TITLE INSURANCE COMPANY, herein called Trustee, and La Quinta Redevelopment Agency, a public body, corporate and politic, herin called BENEFICIARY, Witnesseth: That Trustor IRREVOCABLY GRANTS, TR.ANSSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the Cry of La Quinta, County of Riverside, State of California, described as: SEE ATTACHED EXHIBIT "A" TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HO'NEVER, to the right, power and authority given to and conferred upon Beneficiary by p:-cgraph (10) of the provisions incorporated herein by reference to collect and apply such r: its, issues and profits. For the Purpose of Securing: 1. Performance of each agrefe7nent of Trustor incorporated by reference or contained herein. 2. Performance of .==-ch and every L91 C:%,%Iy Documcnts\WPDOCS\Agrmt-Spanos - AFA - Aparmcnts.wpd obligation of Trustor as set forth in that certain Affordable Housing Agreement between Trustor and Beneficiary of even date herewith, and 3. Performance of each and everyobligation of Trustor as set forth in that certain Developer Note executed by Trustor in favor of Beneficiary of even date herewith securing the principal sum of $217,723.00, a co of which is incorporated herein by referenced copy extensions, modifications, or renewals thereof. payable Beneficiary or to order, and all perform and be bound by each and all of the terms and her adopts and agrees to Addendum to Short Form Deed of Trust and Assignment of Rents provisionssetforthhed hereto o the incorporated herein by this reference. and 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 of that certain Fictitious Deed of Trust referenced herein, and it is mutual) agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and 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 Alameda BOOK PAGE COUNTY BOOK PAGE COUNTY CK 1288 556 Kings Alpine 858 713 Placer 1100228 379E Siierrra 3 130-31 Lake 437 110 BOOK 38 PAGE 18T Amador Butte Plumas 133 438 Lassen 192 367 Riverside 3778 34777 721 Calaveras Solanoou 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 185 338 Madera 128 1287 Colusa 911 136 San Benito 300 405 323 391 Marin 1849 122 1970 421 427 56 Contra Costa San Bernardino 6213 768 Sutterlaus 4684 1 Mariposa 90 453 55 Del Norte San Francisco A-804 596 101 549 Mendocino 667 99 Trinit 455 185 183 El Dorado 704 635 Merced San Joaquin 2855 283 Trinity 108 1660 753 595 595 Glenn San Luis Obispo 1311 137 Tulare 469 76 Mono 69 302 2530 108 Fresno Santa Barbara 2065 881 Ventura 2607 5052 623 Modoc 191 93 237 Humboldt San Mateo 4778 175 Tuolumne 801 83 Monterey 357 239 177 160 Imperial Santa Clara 6626 664 Yolo 1189 701 Napa 704 742 768 16 Inyo Santa Cruz 1638 607 Yuba 165 672 Nevada 363 94 Shasta 398 693 Kern 800 633 3756 690 Orange 7182 18 San Diego Series 5 Book 1964, Page 149774 (which provisions, identical in all counties, hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length) that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations and parties set forth in this Deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. The Spanos Corporation, a California corporation CANly Documents\WPDOCS\Agnnt-Spanos - AFA - Apartments.wpd IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII e32800-898258� EXHIBIT "A" page 1 ATTACffi'WM NO.2 LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST ONE - QUARTER OF SECTION 29; THENCE NORTH 000 20' 08" WEST ALONG THE WESTERLY LINE OF SAID SOUTHWEST ONE -QUARTER A DISTANCE OF 1087.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 890 51' 38" EAST A DISTANCE OF 1115.00 FEET; THENCE SOUTH 000 20' 08" EAST PARALLEL WITH SAID WESTERLY LINE A DISTANCE OF 580.00 FEET; THENCE NORTH 890 51' 38" WEST A DISTANCE OF 1115.00 FEET TO A POINT ON SAID WESTERLY LINE; THENCE NORTH 00° 20' 08" WEST ALONG SAID WESTERLY LINE A DISTANCE OF 580.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES OVER THE WESTERLY 55.00 FEET OF SAID DESCRIBED PARCEL. ALSO EXCEPTING THEREFROM AN EASEMENT FOR LANDSCAPE AND PEDESTRIAN PURPOSES OVER THE EASTERLY 20.00 OF THE WESTERLY 75.00 FEET OF SAID DESCRIBED PARCEL. SUBJECT TO EXISTING EASEMENTS OF RECORD. COMPRISING 14.845 ACRES OF GROSS AREA, 13.847 ACRES OF NET AREA, MORE OR LESS. C++Auft R HAFOW .� .wL Exp. � ?• e. r. k State of California ShN J-0AA01AI ) ss. County ofAf ) On QZ.j oZD06 before me, E�66A) Nd PMAL appeared c°>�/G T, mv�pr� , personally known to me or roved to me on the basis of satisfactory evidence to be the person(y4 whose name Qs)c1F16 subscribed to the ithin instrument and acknowled ed to me thatChDAWtP�Xyexecuted the same in his h/t it authorized capacity and that signature on the instrument the ( ) by is h�/tl��r person((), or the entity upon behalf of which th person( acted, executed the instrument. e WITNESS my hand and official se I. (SEAL) PEGGY J. NELSON # 121N"SignaturelAem.CornmissionNotary Public - Califmb San Joaquin County MY Ccr M. B irm Mcr25, MM Printed ame Commissioner expires State of California ) County of Riverside ss. ) On before m personally appeared proved to me on the basis of satisfactory ev. e is/are subscribed to the within instrum and executed the same in his/her/their uthorized signature(s) on the instrument a person(s), person(s) acted, executed th nstrument. WITNESS my hand Signature P-ffed name official seal. (SEAL) personally known to me or nce to be the persons) whose name(s) acknowledged to me that he/she/they capacity(ies) and that by his/her/.their or the entity upon beh=- of which the Commissioner expires CANty Documents\WPDOMAgrmt-Spanos - AFA - Apartments.wpd 2000-090258 08/10/2000 08 00R 42 of 14 ADDENDUM TO SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS The following provisions are incorporated into that certain Short Form Deed of Trust and Assignment of Rents attached hereto executed on _Januar 211 20 b T Corporation, a California corporation ("Trustor") in favor of the La Quintz�Re he Spanos Agency ("Beneficiary ), development 1. Use of ProDert Trustor hereby warrants and represents that i during the term of this Deed of Trust, use the property t shall, at times collateral hereunder Pro e P P�rtY which constitutes the (" p rty") in full and strict conformity with all applicable ordinances, laws, statutes, regulations, and governmental requirements. Trustor further warrants that it shall use the Property during the term hereof ' conformity with the terms set forth in that certain Affordable HousingAgreement strict ("AHA") dated concurrently herewith by and between Trustor and Beneficiary. Any default of Trustor under the terms of said AHA, if not cured within the times specified in the AHA for such cure, shall be deemed a breach of Trustor's obligations under ed this Deed of Trust. 9 der 2. Performance by Trustor. Trustor will faithfully perform every covenant to be performed by Trustor under any lien or encumbrance that Bene Cia rea onabl believes may be prior and superior to or on a parity with the lien or charge f this Deed of Trust. A breach of or default under any such lien or encumbrance that exists after any applicable grace period in the pertinent instrument has expired will constitute an event of default under this Deed of Trust. If Trustor fails to ,i ll Beneficiary, without demand or notice, and in its sole judgment, may o so, required by Trustor by any of the provisions in this Deed of Trust and do any things and expenses in connection with such provisions, and hold Trustor responsible cur pay same. for 3. Subordination. This Deed of Trust and all covenants, restrictions and/or regulatory agreements executed by Trustor In favor of Beneficiary in connection with the Property are expressly and shall be automatically subordinated to any deed oftrust securing the repayment of construction financing for the development of the Property in accordance with the AHA, any permanent financing u-=-d to repay any such construction financing, any purchase money mortgage placed on the Property by any successor In interest to Trustor in ownershipof the Pro refinancing of any of the foregoing P�.�y or any other g g (collectively referred to he einafiter as the "Subordinating Loans"). The proceeds of the Subordinating Loans shall be used only to construct and/or repair Improvements, reimburse Trustor for construction or development costs, repay other liens that are senior to this Deed of Trust, or provide for purchase money upon sale of the Property and the Improvements. The total amount of the Subordinating Loans shall not exceed 90% of the then appraised to value of the Property and the Improvements as set fo,�h in an ,��AI Appraisal provided by Trustor or, in the case of a purchase money loan, c-I%� PPral en / o of the then C:1,'vfy Documcncs%WPDOCS\Avrmt-Spanos • AFA - Aprtments.wpd applicable purchase price for the Property and the Improvements. The interest charged on the Subordinating Loans shall not exceed the prime rate charged bt rate Bank of America plus 5%, exclusive of late charges, penalties or fees ga a l the case of default, shall have a term of not more than thirty (30) earspandble may y provide for periodic payments of principal and interest, interest only and/or provide for balloon payments. The maximum loan fees on the Subord natin L may shall not exceed 5% of the relevant loan amount. 9 oans For the purpose of implementing the aforementioned subordination b accepting this Deed of Trust, Beneficiary agrees that in consideration of the Trustor's execution and delivery of this Deed of Trust, as long as Trustor is not then in default, Beneficiary shall from time to time execute in recordable form and deliver to Trustor within fifteen (15) days of receipt of the request therefor, an agreement expressly subordinating the lien or charge of this Deed of Trust to the lien or charge of any lender under any Subordinating Loan, and said lender shall upon receipt of said agreement, be entitled to record said agreement to evidence the subordination as described in this paragraph. Upon recording, any such subordination agreement shall prevail over the provisions otherwise set forth in this Deed of Trust. 4. Books and Records. Trustor will maintain complete books and records reflecting Trustor's compliance with the terms of the AHA and this Deed of Trust, in a form satisfactory to Beneficiary, and furnish to Beneficiary any reasonable reports requested by Beneficiary to document Trustor's compliance with the terms of the AHA and this Deed of Trust. Beneficiary shall have the right, not more than twice per year and upon not less than three (3) business days' notice, to inspect Trustor's records for the purpose of determining Trustor's compliance with the terms of the AHA and this Deed of Trust. Any such inspection shall be done during normal business hours and shall not unreasonably interfere with Trustor's operation of the Property. In the event that such inspection shows that Trustor has complied with the terms of the AHA and this Deed of Trust, then the cost of such inspection shall be borne by Beneficiary. If said inspection shows that Trustor is in material default of any provision of the AHA or this Deed of Trust, then the cost of said inspection shall be borne by Trustor, and Trustor shall pay said expenses wir►in ten (10) days of written demand therefor, and if Trustor fails to so pay said costs, said costs shall bear interest at the maximum rate allowed by law until paid in full. 5. Hazardous Materials. Trustor hereby warrants and covenants that, throughout the term of this Deed of Trust, there shall be no use, storage, generatcn, manufacture, disposal, discharge, release or threatened release of any Hazardous Materials on, around or under the Property except in strict conformity with all applicable, federal, state and local laws, rules, statutes and regulations. For purpose's of this Deed of Trust, "Hazardous Materials" shall have the meaning set forth in Section 214(5) of the AHA. Trustor agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal exper:ses incurred as the result of Trustor's breach of the provisions contained in this paragraph 5. C:Wy DocumcncslWPDOCS\Aormt-Spanos - AFA - Apsnments.wpd Q3 2 80 090258 6 of 14 ; CODA The Spanos Corporation, a California corporation jIBy: ts- C/fz/_l' La Quinta Redevelopment Agency i IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 03=a�a�of �;a&9A C:\Nfy Documents\WPDOCS\Agrtnt-Spanos - AFA - Apa=cncs.wpd CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On 1oO-11 ,before me, Name and Title of Officer ( .g., "Jane Doe, tary Public") personally appeared cTa-AEtAIAHT Name ) of Signer(s) X personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(`) whose name0 0 is subscribed to the with' instrument and acknowledged to me t t /th* executed the same in is/ /thir thorized capacity(i�, and that by his/ /t*iir signature( on the instrument the p rson(, or the entity upon behalf of which the person(4 acted, executed the instrument. WITNESS y hand and offic' I seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the I-- and could prevent fraudulent removal and reattachment of this form to another documfi9% Descrip�ttached Document Title or Type oument: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer— Title(s): ❑ Partner — ❑ Limited ❑ Gener ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Con ❑ Other: Signer Representing: of Pages: Top of thumb here © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 �e0eoee�II HIM 1111111111111111111111111111111111 IN 11111 es0e&A STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) n' 3-8-ra m before me, R .Q personally appeared o! &AO-6 _ ersonal ly known to m - 's to be the person(s) whose name 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 on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED BY SIGNER O INDIVIDUAL(S) O CORPORATE OFFICERS) TITLE(S) ❑ PARTNER(S) ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ SUBSCRIBING WITNESS ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could Title or Typteof Document prevent fraudulent attachment of this certificate to unauthorized documents. jXQb2j Nurber of Pages THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Date of Document Signer(s) Other Than Named Above qvj 51 N SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS RECORDING REQUESTED BY: SELZER, EALY, HEMPHILL & BLASDEL 777 E. Tahquitz Canyon Way, Suite 328 Palm Springs, CA 92262 Attention: Ms. Emily Hemphill AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director AGENCY M S U PAGE SIZE DA PCOR NOCOR SMF MISC. A R L COPY I LONG REFUND NCHG EXAM SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS THIS DEED OF TRUST, made this 21st day of January, 2000, by The Spanos Corporation, a California corporation, hereinafter called TRUSTOR, whose address is 1341 W. Robinhood Drive, Stockton, CA, 95207 and FIRST AMERICAN TITLE INSURANCE COMPANY, herein called Trustee, and La Quinta Redevelopment Agency, a public body, corporate and politic, herein called BENEFICIARY, Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS 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" TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary by paragraph (10) of the provisions incorporated herein by reference to collect and apply such rents, issues and profits. For the Purpose of Securing: 1. Performance of each agreement of Trustor incorporated by reference .or contained herein. 2. Performance of each and every obligation of Trustor as set forth in that certain Affordable Housing Agreement between Trustor and Beneficiary of even date herewith, and 3. Performance of each and every CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 46 obligation of Trustor as set forth in that certain Developer Note executed by Trustor in favor of Beneficiary of even date herewith securing the principal sum of $217,723.00, a copy of which is incorporated herein by referenced, payable to Beneficiary or to order, and all extensions, modifications, or renewals thereof. Trustor further adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in the Addendum to Short Form Deed of Trust and Assignment of Rents attached hereto and incorporated herein by this reference. 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 of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and 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 COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego Series 5 Book 1964, Page 149774 (which provisions, identical in all counties, hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length) that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations and parties set forth in this Deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. The Spanos Corporation, a California corporation By: Its: CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 47 Attached For c ADDENDUM TO SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS The following provisions are incorporated into that certain Short Form Deed of Trust and Assignment of Rents attached hereto executed on January 21, 2000 by The Spanos Corporation, a California corporation ("Trustor") in favor of the La Quinta Redevelopment Agency ("Beneficiary"): 1. Use of Property. Trustor hereby warrants and represents that it shall, at times during the term of this Deed of Trust, use the property which constitutes the collateral hereunder ("Property") in full and strict conformity with all applicable ordinances, laws, statutes, regulations, and governmental requirements. Trustor further warrants that it shall use the Property during the term hereof in strict conformity with the terms set forth in that certain Affordable Housing Agreement ("AHA") dated concutrently herewith by and between Trustor and Beneficiary. Any default of Trustor under the terms of said AHA, if not cured within the time specified in the AHA for such cure, shall be deemed a breach of Trustor's obligations under this Deed of Trust. 2. Performance by Trustor. Trustor will faithfully perform every covenant to be performed by Trustor under any lien or encumbrance that Beneficiary reasonably believes may be prior and superior to or on a parity with the lien or charge of this Deed of Trust. A breach of or default under any such lien or encumbrance that exists after any applicable grace period in the pertinent instrument has expired will constitute an event of default under this Deed of Trust. If Trustor fails to do so, Beneficiary, without demand or notice, and in its sole judgment, may do any things required by Trustor by any of the provisions in this Deed of Trust and incur and pay expenses in connection with such provisions, and hold Trustor responsible for same. 3. Subordination. This Deed of Trust and all covenants, restrictions and/or regulatory agreements executed by Trustor in favor of Beneficiary in connection with the Property are expressly and shall be automatically subordinated to any deed of trust securing the repayment of construction financing for the development of the Property in accordance with the AHA, any permanent financing used to repay any such construction financing, any purchase money mortgage placed on the Property by any successor in interest to Trustor in ownership of the Property or any other refinancing of any of the foregoing (collectively referred to hereinafter as the "Subordinating Loans"). The proceeds of the Subordinating Loans shall be used only to construct and/or repair Improvements, reimburse Trustor for construction or development costs, repay other liens that are senior to this Deed of Trust, or provide for purchase money upon sale of the Property and the Improvements. The total amount of the Subordinating Loans shall not exceed 90% of the then appraised value of the Property and the Improvements as set forth in an MAI Appraisal provided by Trustor or, in the case of a purchase money loan, 90% of the then CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 49 applicable purchase price for the Property and the Improvements. The interest rate charged on the Subordinating Loans shall not exceed the prime rate charged by the Bank of America plus 5%, exclusive of late charges, penalties or fees payable in case of default, shall have a term of not more than thirty (30) years, and may provide for periodic payments of principal and interest, interest only and/or may provide for balloon payments. The maximum loan fees on the Subordinating Loans shall not exceed 5% of the relevant loan amount. For the purpose of implementing the aforementioned subordination, by accepting this Deed of Trust, Beneficiary agrees that in consideration of the Trustor's execution and delivery of this Deed of Trust, as long as Trustor is not then in default, Beneficiary shall from time to time execute in recordable form and deliver to Trustor within fifteen (15) days of receipt of the request therefor, an agreement expressly subordinating the lien or charge of this Deed of Trust to the lien or charge of any lender under any Subordinating Loan, and said lender shall upon receipt of said agreement, be entitled to record said agreement to evidence the subordination as described in this paragraph. Upon recording, any such subordination agreement shall prevail over the provisions otherwise set forth in this Deed of Trust. 4. Books and Records. Trustor will maintain complete books and records reflecting Trustor's compliance with the terms of the AHA and this Deed of Trust, in a form satisfactory to Beneficiary, and furnish to Beneficiary any reasonable reports requested by Beneficiary to document Trustor's compliance with the terms of the AHA and this Deed of Trust. Beneficiary shall have the right, not more than twice per year and upon not less than three (3) business days' notice, to inspect Trustor's records for the purpose of determining Trustor's compliance with the terms of the AHA and this Deed of Trust. Any such inspection shall be done during normal business hours and shall not unreasonably interfere with Trustor's operation of the CO O'T Property. In the event that such inspection shows that Trustor has complied with o the terms of the AHA and this Deed of Trust, then the cost of such inspection shall cu � be borne by Beneficiary. If said inspection shows that Trustor is in material default Cu � of any provision of the AHA or this Deed of Trust, then the cost of said inspection CO shall be borne by Trustor, and Trustor shall pay said expenses within ten (10) days of written demand therefor, and if Trustor fails to so pay said costs, said costs shall bear interest at the maximum rate allowed by law until paid in full. 5. Hazardous Materials. Trustor hereby warrants and covenants that, throughout the term of this Deed of Trust, there shall be no use, storage, generation, manufacture, disposal, discharge, release or threatened release of any Hazardous Materials on, around or under the Property except in strict conformity with all applicable, federal, —�— state and local laws, rules, statutes and regulations. For purposes of this Deed of Trust, "Hazardous Materials" shall have the meaning set forth in Section 214(5) of the AHA. Trustor agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses incurred as the result of Trustor's breach of the provisions contained in this paragraph 5. C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 50 The Spanos Corporation, a California corporation By: Its: La Quinta Redevelopment Agency By: Its: IIIIII I III III II III III IIII II e3��14 �eeof 0ee14 g� CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 51 + �P 4�' ooc 2000— 000260 4-$ 03/10/2000 08:00A Fee:NC Page 1 of 19 Recorded in Official Records ra Recording Requested, By County of Riverside Gary L. Orso first American title Compariv Assessor, County Clerk & Recorder DECLARATION OF CONDITIONS, CG , .. 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 M S U PAGE SIZE DA PCOR NOCOR SMF MISC. V/ H�I A R L COPY LONG REFUND NCHG EXAM 1 his document is exempt from payment of 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 SPANOS CORPORATION (the Buyer or Covenantor") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" or "Covenantee") as of the 21 st day of January Y - � Zooa. R EgITA LS 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 of Riverside, State of California legally described in the attached Exhibit W'. The developer shall construct 200 apartment units and rent 20 of the unit-s to tenants that qualify as moderate income families or individuals (ten low and ten mode-Mte). B. The Property is within the La Quinta Project Area No. 2 (the- "Project") in the City of La Quinta and is subject to the provisions of the "Redevelopment Plan" for the Project. C. The Community Redevelopment Law (California Health a:id Safetj Code 33000 et seg.) provides that a redevelopment agency shall establish coven:,�ts running with the land in furtherance of redevelopment plans. NOW, THEREFORE, THE AGENCY AND THE BUYER AGREE AS FOLLO%iVS: CANly Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmcnts.wpd MT AM 1. Affordable Housino. The apartment project is to be used for constructed with 200 units of which ten units are to be held available to be rented to low and ten units to be rented to moderate income tenants. 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 twenty (20) apartment units on the Property be maintained as an affordable housing resource until thirty (30) years from the date this Declaration is recorded. The terms and conditions relating to such use and occupancy are set forth in the Affordability Restrictions. The Affordability Restrictions and this Declaration shall be construed as consistent and not in conflict to the greatest extent feasible, in the event of conflict involving thue 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 these covenants shall remain in force and effect until thirty (30) years from the date this Declaration is ( recorded (the Expiration Date"): (a) The twenty (20) apartment units (ten low and ten moderate) shall be rented or available for rentat Affordable Rental Costs which shall mean that rent which shall not exceed the percentage of the gross income of the occupant person or household established by regulations of the United States Department of Urban Development which shall not be less than fifteen percent (15%) of gross income 'nor exceed thirty percent (30% of gross income, adjusted for family size and a utility allowance to Low Income Households and Moderate Income Households defined as follows: (1) "Low Income Household" shall mean a house;^►►old earning not greater than eighty percent (80 %) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (2) "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (b) 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. (c) Notwithstanding the foregoing, this Declaration shall be subordinate to the lien of a first deed of trust against the Property, and shall not impair t:,e 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 remedic-s under t:;e deed of trust CAMy Documents`.%ti*PDOCS\A-Crmt-Spanos - AFA - Apanments.wpd 2080-090259 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 covenants and the transfer restrictions set forth in Sections 1,, 2, 3 and 7 of this Declaration shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, said Sections 1, 2 3 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under such first deed of trust; and (ii) the Agency shall not have cured the default under such first deed of trust within the thirty (30) day period provided in such notice sent to the Agency. Notwithstanding any other provision hereof, the nondiscrimination 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 The covenant contained in this Section 2 shall run with the land and be binding on subsequent transferees and shall automatically terminate and be of no further force or effect upon the Expiration Date. 4. Nondiscrimination 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. Covenantor and its successors and assigns, shall refrain from restricting the rental or lease (if permitted by Covenaritee) or sale of the Property on tine 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 hers-lf, 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 CA,My Documencs%w'PDOCSkA¢rmt-Spanos • AFA - Apanmenes.wpd 2000-090259 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, 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 himsel' of herse!f, 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 dy,ng from lack of CANly Documents\WPDOCS%Agent-Spsnos - AFA - Aputments.wpd 2000-090259 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, 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 of 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 Propertx. 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 dyi lg from lack of water or other necessary maintenance; CAM%. Documents`.%b*PDOCS%A_rmt-Spanou - AFA - apartments.wpd z IIIIIIiiimiiiiiimiiiiiiimuiiiiiiiimiuiiimi �aaa�easaaw 4. no trees and shrubbery grown uncontrolled without proper pruning; 5. no vegetation so overgrown as to be likely to harbor rats or vermin; and 6. no dead, decayed, or diseased trees, weeds, and other vegetation (b) No yard areas shall be left unmaintained, including: 1. no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1) week; 2. no packing boxes, lumber, trash, dirt, and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties; 3. no unscreened trash cans, bins, or containers stored for unreasonable periods in areas visible from public property or neighboring properties; and 4. no vehicles parked or stored in areas 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. 6. Covenants do not Impair Lien. No violation or 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. 7. 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 Restrictions, then the contrary prcvisions of this Declaration shall be deemed to mean those provisions which are enforceable and C:%My Dooumtnu%VPDOCS ermt-Spanos - aFA - Apartments.%%-pd 2080-090259 43/ 10/2 E 19 08 00R 6 0f 19 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: The Spanos Corporation 1341 W. Robinhood Drive Stockton, California 95207 Covenantee: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, California 92253 Such addresses for notice may be changed from time to time upon notice to the other party. Any written notice, demand or communication shall be d=:.med received immediately if delivered by hand and shall be deemed received on the (5th) calendar day from the date it is postmarked if delivered by registered or certified nail. CAMy Documents\%L'PDOCS'At rmt•Sp;tn is • AFA • Aplrtments.wpd 2080-090259 11111111111111111111111111111111111111111111111111111111 2000 98 00R 7 0f 19 11. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect. as of thirty (30) years from the date this Declaration is recorded. IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf of their respective officers hereunto duly authorized as of the date set forth above. THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic THOMAS P. GENOVESE, Executive Director "COVENANTEE" ATTEST: JU E S CREEK ncy Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) THE SPANOS CORPORATION COVENANTOR" or DE) PER„ C:'M% Documents\%�*PDOCS'Aermt-Spanos -?►FA-Apsnments.µpd EXHIBIT "A" page I ATTACH NO.2 LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST ONE - QUARTER OF SECTION 29; THENCE NORTH 00° 20' 08" WEST ALONG THE WESTERLY LINE OF SAID SOUTHWEST ONE -QUARTER A DISTANCE OF 1087.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 890 51' 38" EAST A DISTANCE OF 1115,00 FEET; THENCE SOUTH 00° 20' 08" EAST PARALLEL WITH SAID WESTERLY LINE A DISTANCE OF 580.00 FEET; THENCE NORTH 8910 51' 38" WEST A DISTANCE OF 1115.00 FEET TO A POINT ON SAID WESTERLY LINE; THENCE NORTH 000 20' 08" WEST ALONG SAID WESTERLY LINE A DISTANCE OF 580.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES OVER THE WESTERLY 55.00 FEET OF SAID DESCRIBED PARCEL. ALSO EXCEPTING THEREFROM AN EASEMENT FOR LANDSCAPE AND PEDESTRIF-N PURPOSES OVER THE EASTERLY 20.00 OF THE WESTERLY 75.00 FEET OF SAID DESCRIBED PARCEL. SUBJECT TO EXISTING EASEMENTS OF RECORD. COMPRISING 14.845 ACRES OF GROSS AREA, 13.847 ACRES OF NET AREA, MORE OR LESS. `NO �+ CMAMU R MARA4 '� � S& Exl% ?I Oi II IIII II IIIIII IIIIIIII III IIIII I III eaileAgof eOee�o9aeA J}9lF OF f\\\V� CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of 0 U 1 OnJi UARV cZ 1 6 6 , before me, L IC Date Name and Title of Officer e.g., "Jane Doe, otary Public") J personally appeared 1596M IA T. In Ll iyV Name(s) of Signer(s) )(personally known to me ❑ proved to me on the basis of satisfactory evidence to be the persono o whose name( is/ e PEGGY J. NELSON subscribed to the withi instrument and Commission 0 1213904 acknowledged to me t t e %/M4 executed Notary's CiO the same in his /tlil(r thorized z San jooqutn County WCOM.OpkmMM25,20031 capacity(i�6 and that by his/ )4/t4r signature on the instrument the person(, or the entity' behalf of which the person( acted, executed the instrument. WITNESS y hand and officia seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the docu nt and could prevent fraudulent removal and reattachment of this form to another document. Descri ' n of Attached Document Title or Type o ocument: Document Date: Number ages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ Gener ❑ Attorney in Fact ❑ Trustee ❑ Guardian or ❑ Other: Sign © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 IIIIII I III II III II III IIII II e'2�of 19 eee1 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) 0 � �� , before me,personally appeared ersonally known tom - nf —tisfactory evidence to be the person(s) whose name 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 on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. rqmb;9mv. 1*15 5..L- omp SIGNATURE 01 NOTARY W40, co inter My('rprnfrt. moires Od 16,2t ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized documents. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL(S) ❑ CORPORATE OFFICERS) TITLES) ❑ PARTNER(S) ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ SUBSCRIBING WITNESS ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) Title or Type of Documen Number of Pag s Date of Document Signer(s) Other Than Named Above Anal For Oaft 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 is exempt from payment of 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 SPANOS CORPORATION (the "Buyer" or "Covenantor") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" or "Covenantee") as of the 21 st day of January 2000. 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 of Riverside, State of California legally described in the attached Exhibit "A". The developer shall construct 200 apartment units and rent 20 of the units to tenants that qualify as moderate income families or individuals (ten low and ten moderate). B. The Property is within the La Quinta Project Area No. 2 (the "Project") in the City of La Quinta and is subject to the .provisions of the "Redevelopment Plan" for the Project. C. The Community Redevelopment Law (California Health and Safety Code 33000 et seq.) 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: CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 52 2008-890259 03 ' 10r'2001908 1 6 12 4f � At FW OAft 1. Affordable Housing. The apartment project is to be used for constructed with 200 units of which ten units are to be held available to be rented to low and ten units to be rented to moderate income tenants. 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 twenty (20) apartment units on the Property be maintained as an affordable housing resource until thirty (30) years from the date this Declaration is recorded. The terms and conditions relating to such use and occupancy are set forth in the Affordability Restrictions. The Affordability Restrictions 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 these covenants shall remain in force and effect until thirty (30) years from the date this Declaration is recorded (the "Expiration Date"): (a) The twenty (20) apartment units (ten low and ten moderate) shall be rented or available for rentat Affordable Rental Costs which shall mean that rent which shall not exceed the percentage of the gross income of the occupant person or household established by regulations of the United States Department of Urban Development which shall not be less than fifteen percent (15%) of gross income nor exceed thirty percent (30% of gross income, adjusted for family size and a utility allowance to Low Income Households and Moderate Income Households defined as follows: (1) "Low Income Household" shall mean a household earning not greater than eighty percent (80 %) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (2) "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50105. (b) 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. (c) 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 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 53 111 2000-090259 08t10/2000 08:I 13 of 19 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 covenants and the transfer restrictions set forth in Sections 1, 2, 3 and 7 of this Declaration shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such deed of trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, said Sections 1, 2 3 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Agency has been given written notice of a default under such first deed of trust; and (ii) the Agency shall not have cured the default under such first deed of trust within the thirty (30) day period provided in such notice sent to the Agency. Notwithstanding any other provision hereof, the nondiscrimination 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 The covenant contained in this Section 2 shall run with the land and be binding on subsequent transferees and shall automatically terminate and be of no further force or effect upon the Expiration Date. 4. Nondiscrimination 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. Covenantor 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 CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 54 600-090259 03/ 10/2000 0R :1 14 4f 19 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, 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 of 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; CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 55 2000-090259 03/19/2999 98:09A 15 of 19 AttadhW For GWO 4. no trees and shrubbery grown uncontrolled without proper pruning; 5. no vegetation so overgrown as to be likely to harbor rats or vermin; and 6. no dead, decayed, or diseased trees, weeds, and other vegetation. (b) No yard areas shall be left unmaintained, including: 1. no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1) week; 2. no packing boxes, lumber, trash, dirt, and other debris stored in yards for periods exceeding one (1) week in areas visible from public property or neighboring properties; 3. no unscreened trash cans, bins, or containers stored for �� .. CD unreasonable periods in areas visible from public property or @(" neighboring properties; and �Za @ (p GD `~ 4. no vehicles parked or stored in areas other than approved parking CU C 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. 6. Covenants do not Impair Lien. No violation or 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. 7. 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 Restrictions, then the contrary provisions of this Declaration shall be deemed to mean those provisions which are enforceable and CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 56 Attached For 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 U-1 CO CU 0 0 certified mail, postage prepaid, return receipt requested, as follows: CD -� an A Covenantor: The Spanos Corporation 1341 W. Robinhood Drive Stockton, California 95207 Covenantee: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, California 92253 i Such addresses for notice may be changed from time to time upon notice to the other party. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fifth (5th) calendar day from the date it is postmarked if delivered by registered or certified mail. CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 57 P"ftr 11. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as of thirty (30) years from the date this Declaration is recorded. IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf of their respective officers hereunto duly authorized as of the date set forth above. THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: THOMAS P. GENOVESE, Executive Director "COVENANTEE" ATTEST: JUNE S. GREEK, Agency Secretary (Agency's and Owner's Signature must be acknowledged by a Notary Public) THE SPANOS CORPORATION "COVENANTOR" or DEVELOPER" IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIBII ��18 saaasaaA CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 58 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2000-090259 C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 59 CERTIFICATE OF COMPLETION DOC U 2002—OOMBSO 01/04/2002 08:00A Fee:NC RECORDING REQUESTED BY page 1 of s Recorded in Official Records AND WHEN RECORDED MAIL T0: ) County of Riverside Gary L. Orso Assessor, County Clerk b Recorder LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico P. 0. Box 1504 M s U PAGE SIZE DA PC OR NOCOR SMF MISC. La Quinta, California 92253 Attn: Executive Director I A R L COPY LONG REFUND NCHG EXAIt CERTIFICATE OF COMPLETION) OF CONSTRUCTION AND DEVELOPMEN T WHEREAS, by an Affordable Housing Agreement dated September 7, 1999, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter referred to as the "Agency") and THE SPANOS CORPORATION (collectively referred to as the "Developer"), the Developer has constructed improvements upon the real property (the "Site"), legally described on the Attached Exhibit "A", by constructing or causing to be constructed the improvements thereon according to the terms and conditions of said Affordable Housing Agreement (the "Agreement"); and WHEREAS, pursuant to Section 315 of the Agreement, promptly after completion of the Improvements the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the construction of the Improvements conforms to the Agreement; and WHEREAS, the Developer has requested that the Agency furnish the Developer with the Certificate of Completion; and WHEREAS, the Agency has conclusively determined that the construction of the Improvements conforms to the Agreement; NOW, THEREFORE: 1. As provided in the Agreement, the Agency does hereby certify that the construction of the Improvements required to be constructed on the Site described in Exhibit A hereto has been satisfactorily performed and completed and that such development and construction work complies with the Agreement. 1 2. This Certificate of Completion does not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage security money loaned to finance the work of construction if improvements and development of the Site, or any part hereof. This Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. 3. This Certificate of Completion does not denote completion of any work required to be completed, other than on the Site. 4. The Deed of Trust recorded as Document No. 00-090258 among the official land records of the County of Riverside and those Conditions, Covenants and Restrictions recorded as Document No. 00-090259 among the official land records of the County of Riverside shall remain in full force and effect. IN WITNESS WHEREOF, the Agency has executed this Certificate as of this 14th day of September, 2001. LA QUINTA REDEVELOPMENT AGENCY THOMAS P. GENOVESE, Executive Director ATTEST: v +-L._.JUNE, Kb' ' � q , Greta y CL \ r v i� �� k"•� I . II II III II III III III III III I II ei e00 zee�0eea G:\WPDOCS\AHA - SpanosAtt9mpd 2 State of California County of Riverside p November 20 .001 before me, Regenia Hensley Notary Public, personally appeared Thomas P. Genovese personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his 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. (Seal) //REGENIA HENSLEY ��_ .r M/.. N ...i7.M 1 # 127445B Overside C WOUrren•E peesAu819.2W4 Document Description: Certificate of Completion Number of Pages: Three �3) including acknowledgment pane IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII �� as& -of 5da� EXHIBIT "'A" LEGAL DESCRUMON OF PROPERTY LEGAL DESCRIPTION IN THE CITY OF LA QUINT& COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST ONE - QUARTER OF SECTION 29; THENCE NORTH 00° 20' 08" WEST ALONG THE WESTERLY LINE OF SAID SOUTHWEST ONE -QUARTER A DISTANCE OF 1087.25 FEETTO THE TRUE POINT OF BEGINNING; THENCE SOUTH 890 51' 38" EAST A DISTANCE OF 1115.00 FEET; THENCE SOUTH 000 20' 08" EAST PARALLEL WITH SAID WESTERLY LINE A DISTANCE OF 580.00 FEET; THENCE NORTH 890 51' 38" WEST A DISTANCE OF 1115.00 FEET TO A POINT ON SAID WESTERLY LINE; THENCE NORTH 000 20' 08" WEST ALONG SAID WESTERLY LINE A DISTANCE OF 580.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES OVER THE WESTERLY 55.00 FEET OF SAID DESCRIBED PARCEL. ALSO EXCEPTING THEREFROM AN EASEMENT FOR LANDSCAPE AND PEDESTRIAN PURPOSES OVER THE EASTERLY 20.00 OF THE WESTERLY 75.00 FEET OF SAID DESCRIBED PARCEL. SUBJECT TO EXISTING EASEMENTS OF RECORD. COMPRISING 14.845 ACRES OF GROSS AREA, 13.847 ACRES OF NET AREA, MORE OR LESS. LA EXHIBIT "A" THE SITE 48TH AVER . IIIIII IIIIII IIIIIIIIIIIIIIIIIIIIIIII III III "'2 02 aW589a�rea EXCLUSIVE NEGOTIATION AGREEMENT BY AND BETWEEN LA QUINTA REDEVELOPMENT AGENCY AND THE SPANOS CORPORATION THIS AGREEMENT (the "Agreement") is entered in this 20th day of April, 1999, by and between the LA QUINTA REDEVELOPMENT AGENCY (the "Agency"), and THE SPANOS CORPORATION (the "Developer") on the terms and provisions set forth below. RECITALS WHEREAS, on May 16, 1989, the City Council of the City of La Quinta adopted the Redevelopment Plan for La Quinta Redevelopment Project No. 2 that established the La Quinta Redevelopment Project Area No. 2 (the "Project Area"); and WHEREAS, the Agency is the owner of certain real property within the Project Area, as further described herein (the "Agency Property"); and WHEREAS, the Developer is the owner of certain real property within the Project Area as further described on Exhibit "A" (the "Developer Property"); WHEREAS, the Developer is interested in purchasing and developing a portion of the Agency Property (the "Site") to carry out the objectives of the Redevelopment Plan; and WHEREAS, the Agency desires to facilitate the Developer's development proposal which entails the construction of up to 168 multi -family units of which eight units may be affordable per the Agency's housing mandates on the Site; WHEREAS, the Agency and the Developer desire to enter into this Agreement to: (i) initiate exclusive negotiations for up to ninety (90) days; (ii) determine the type and nature of development that would be constructed on the Site; (iii) establish the framework responsibilities, schedule, and financial parameters for such development; (iv) establish a purchase price for the Site CAMy Documents\WPDOCSWgreement-Spanos.DOC 1 5/5/99 including the possibility of a land exchange for the Developer Property; (v) prepare and process entitlements for the Developer's development proposal; and (vi) formulate the terms and draft an affordable housing agreement ("AHA"). NOW, THEREFORE, in consideration of the recitals and mutual covenants and conditions contained herein, the parties hereto agree as follows: I. (Section 100) Site A. (Section 101) Site Description The Site constitutes the real property that is the subject of this Agreement. The Site is generally a twelve (12) acre parcel located in the northeast corner of the fifty (50) acre Agency Property, which is located northwest of Avenue 48 and Adams Street, as depicted on Exhibit "B" to this Agreement. The Agency is currently in discussions with RecreActions Group of Companies ("RGC") regarding the development of the Agency Property. II. (Section 200) Negotiation A. (Section 201) Good Faith Negotiations Commencing on April 26, 1999 (the "Commencement Date"), the parties agree to negotiate in good faith to formulate a plan for Site development (the "Plan"). Negotiations regarding the Plan shall include and delineate, without limitation, the following elements: Property; (1) The type and scope of development; (2) The interface of the Site development with the buildout of the Agency (3) The schedule for development activities; (4) An itemization of development needs and costs, on- and off -site improvement needs and costs, and any state and local regulatory requirements and associated costs; CAMy Documents\WPDOCS\Agreement-Spanos.DOC 2 5/5/99 (5) The value of the Site and the Developer Property; (6) The improvements to be made to the Site, the surrounding area and support infrastructure in connection with Site development; (7) The entitlements necessary to facilitate Site development; (8) The funding responsibilities, projected amounts, timing, and sources to facilitate Site development; and (9) The parties/entities, and their responsibilities, for implementing Site development activities. Prior to finalizing the Plan, the parties also agree to holding at least one (1) community meeting to solicit public input and comment. Following the completion of the Plan, the parties agree to further negotiate diligently and in good faith, to prepare a AHA that implements the Plan, and process the entitlements necessary to develop the Site. B. (Section 202) Period of Negotiation The Agency agrees to exclusively negotiate with the Developer as follows: (1) During a thirty (30) day period following the Commencement Date, the Agency and Developer shall formulate the Plan. Concurrent with this effort, both parties shall confer with RGC who is formulating site plans for the Agency Property to insure that the Site development proposal is compatible with the development plans for the Agency Property. The Developer and Agency will hold at least one (1) meeting to solicit community input on the Plan during this period. (2) Following completion of negotiations with respect to the Plan, the Agency agrees to further negotiate exclusively with the Developer for an additional sixty (60) days to: (i) prepare and finalize a AHA; CAMy Documents\WPDOCS\Agreement-Spanos.DOC 3 5/$/99 (ii) prepare and process the required environmental and other entitlements as necessary for Site development. If, ninety (90) days following the Commencement Date the Developer has not executed and submitted a AHA to the Agency or the Agency determines it does not wish to proceed with development of the Site, then any party to this Agreement may terminate this Agreement by delivery of written notice to the other parties. Until receipt of such written notice, this Agreement shall remain in full force and effect and the parties shall continue to negotiate in good faith. The parties to this Agreement have the option to extend the negotiating period if, due to no fault of the parties to this Agreement, delays occur that are beyond the control of the Agency and the Developer. Upon submittal of a signed AHA by the Developer, and provided that all studies and documents required for project environmental and land use applications have been completed and accepted by the City of La Quinta (the "City"), then this Agreement shall be extended for thirty (30) days from the date of such submittal to enable the Agency and the City to: (1) Take the actions necessary to authorize the Agency and the City to execute the AHA if the Agency and the City desire to do so after the required public hearing; and (2) Execute the AHA. The Agency agrees that during the negotiation period set forth above the Agency shall neither negotiate or enter into a AHA or agreement with any other person or entity regarding the Site. The obligation to negotiate in good faith requires the respective parties to communicate with each other with respect to those issues for which agreement has not been reached, and in such communication to follow reasonable negotiation procedures, including meetings, telephone conversations, and correspondence. It is understood by the parties that final accord on all issues may not be reached. It is also understood that neither party is under any obligation to reach agreement on the AHA, and CAMy Documents\WPDOCS\Agreement-Spanos.DOC 4 5/5/99 the Agency has no authority to make any commitments regarding the AHA until after the required public hearing concerning the AHA. C. (Section 203) Agency and Developer Obligations During the Period of Negotiation, as set forth in Section 202 of this Agreement, Agency and Developer obligations shall include, but not be limited to, the following: (1) Agency Obligations. (a) Agree not to convey, negotiate for, or enter into any agreement regarding the Site with any other entity; (b) Negotiate in good faith with the Developer to define the scope, terms, and conditions for Site development activities; (c) Provide the Developer with documents in Agency possession that would assist the Developer with Site due diligence activities; (d) Assist Developer with environmental and land use entitlement applications, as necessary; (e) Consider Developer requests for Agency financial investment in Site development activities, if such assistance is determined by the Agency to be necessary to facilitate Site development; (f) Coordinate the planning efforts of the Developer and RGC; (g) Upon approval of the Plan and verification of Developer financial commitments to both purchase and develop the Site, prepare or cause to be prepared, a AHA; (h) Reimburse the Developer for direct costs associated with preparing site plans, landscape plans, grading and drainage plans, and environmental and land use entitlement documents related to the design and entitlements necessary for site development. Said reimbursement shall not exceed $100,000. CAMy Documents\WPDOCSWgreement-Spmos.DOC 5 5/5/99 (2) Developer Obligations. (a) Agree to use its best efforts to investigate the Site; (b) Negotiate in good faith with the Agency to define the terms and conditions for Site purchase and development activities, and the Agency's involvement therein; (c) Interface with RGC to insure that the Site development proposal is compatible with the development plans for the Agency Property. (d) Submit site plans, elevations, schematic drawings, and any other documents reasonably necessary for Agency approval; (e) Submit proof of lender funding or loan commitment(s) that demonstrate sufficient capital to fund both Site purchase and development activities; and (f) Submit proof of Developer cash equity necessary to fund Site purchase and development costs not funded by commercial lender loans or partnership funds. III. (Section 300) AHA Provisions The parties hereto acknowledge that the financial feasibility of the activity to be proposed by the Developer and the terms of the AHA are yet to be determined; each party assumes the risk that, notwithstanding this Agreement, there is no assurance that the parties will enter into a AHA. IV. (Section 400) Miscellaneous A. (Section 401) Developer's Findings, Determinations, Studies, and Reports From time to time, the Developer agrees to make oral and/or written progress reports advising the Agency of all material matters and studies being conducted by the Developer with respect to the Plan. No reports or studies by the Developer submitted to the Agency shall imply any warranty of any kind on the part of the Developer as to the accuracy or completeness thereof, and the Agency agrees to hold the Developer harmless with respect to any use by the Agency of any such information. CAMy Documents\WPDOCS\Agreement-Spanos.DOC 6 5/5/99 B. (Section 402) Purchase Price and Other Consideration The purchase price for the Site or other consideration to be paid by the Developer under the AHA shall be established by agreement among the Agency and the Developer. The purchase price and other consideration shall be based upon such factors as market conditions, density of development, cost of development, risks incurred, estimated or actual profit, estimated or actual sales and/or rental prices of the facilities to be developed, public purpose and other criteria relevant to the establishment of the fair value for the use permitted to be developed. C. (Section 403) Assignment This Agreement shall not be assigned by the Developer without prior written approval of the Agency. The Agency agrees that, notwithstanding the foregoing, the Developer may assign its rights under this Agreement to a corporation, trust, or partnership of which the majority beneficial interest and operational control is owned by the Developer. V. (Section 500) The Developer A. (Section 501) Nature of the Developer Concurrent with the submission of the executed AHA, Developer shall submit a copy of an executed partnership or other agreement between or among its principals. Financial information sufficient to ascertain the ability of Developer to perform under this agreement may also be provided. B. (Section 502) Project Manager and Employees of the Developer The Project Manager for the Developer is: Mr. Ray Hanes The Spanos Corporation 3773 Howard Hughes Parkway Las Vegas, NV 89109 C:Wy Documents\WPDOCS\Agreement-Spanos.DOC 7 5/5/99 Other Developer employees or representatives who will be directly involved in this project will be determined by Developer. C. (Section 504) Full Disclosure The Developer is required to make and maintain full disclosure to the Agency of its principals, officers, stockholders, partners, joint venturers, and all other pertinent information concerning the Developer. VI. (Section 600) Agency and City Responsibilities A. (Section 601) Redevelopment Project The Redevelopment Plan for the La Quinta Redevelopment Project No. 2 was approved by the Agency on May 16, 1989. The Agency shall continue to use its best efforts toward securing the goals of the Redevelopment Plan. B. (Section 602) Environmental Requirements The Agency and the Developer shall, with assistance of the City, prepare all necessary environmental documents as required by the California Environmental Quality Act (Public Resources Code Section 21,000 et. seq.) and local regulations, for certification by the City. The Developer agrees to cooperate with the City and Agency, as requested, to help determine the environmental impact of the proposed development and to prepare any other additional documents as may be needed to complete environmental review for the development of the Site. C. (Section 603) Agency and City Assistance and Cooperation The Agency and the City shall cooperate fully in providing the Developer with appropriate information and assistance as requested. C:Wy Documents\WPDOCS\Agreement-Spanos.DOC 8 5/5/99 VII. I(Section 700) Real Estate Commission The Agency and the Developer each represent to each other that neither have engaged any broker, agent, or finder in connection with this transaction and each agrees to defend, indemnify, and protect and hold the others harmless from any claim by any broker, agent, or finder retained by such indemnifying party. IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. LA QUINTA REDEVELOPMENT AGENCY '1999 By: RON PERKINS, Chairman APPROVED AS TO FORM: DAWN C. HONEYWELL, Agency Counsel _, 1999 THE SPANOS CORPORATION By: Its: CAMy Documents\WPDOCS\Agreement-Spanos.DOC 9 5/5/99 EXHIBIT "A" Developer property t� G'1 V N N,T5 Titly/ 4 4 a" P.O. Box '1504 78-495 CALLE TAMPIco LA QUINTA, CALIFORNIA 92253 May 14, 1999 Mr. Ray Hanes The Spanos Corporation 3773 Howard Hughes Parkway Las Vegas, Nevada 89109 Dear Mr. Hanes: (760) 77 7 -7000 (TDD) (760) 777-1227 Please find enclosed, a fully executed copy of the "Exclusive Negotiation Agreement" by and between the Redevelopment Agency and The Spanos Corporation. If I can be of further assistance, please give me a call. Sincerely, SAUNDRA L. JUHOLA, City Clerk City of La Quinta, California HP OfficeJet Personal Printer/Fax/Copier Identification 93209507 1.2.0 2.8 Fax Log Report May-14-99 01:17 PM Result Pages T Date Time Duration Diagnostic OK 12 Sent May-14 01:12P 00:04:34 002586030022 TO: FROM: TWit 4 4 Q" 78-495 CALLE TAMPICO - LA QUINTA, CALIFORNIA 92253 - (760) 777-7000 FAX (760) 777-7101 TDD (760) 777-1227 Mailing Address: P.O. Box 1504, La Quinta, California 92253 FACSIMILE TRANSMITTAL C FAX NO. CITY CLERK'S OFFICE Fax No. (760) 777-7107 Phone No. (760) 777-7025 TOTAL NUMBER OF PAGES: DATE SENT: TIME SENT: Form:fax Z- (including cover sheet) V-a 0p RECORDING REQUESTED BY FIRST AMERICAN TITLE COMPANY AND WHEN RECORDED MAIL TO! HOC a 2002-383842 07/12/2002 08:00A Fee:22.Q10 Page 1 of 8 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk & Recorder 111111111111111111 HE 11111111111111111111111111111111_ M 5I -U PAGE SIZE DA PCOR NOCOR SW AASC. A R L COPY LONG FiEFVNO NCHG EXAM DTT: Title of Document THI�� AE,,� �Z�,CO�>D��'U S7 E, 0 N - L -Y, THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) STC-SCSD 996a (Rev B.97) M Recording Requested First American Titie, Company RECORDING REQUESTED BY: CITY OF LA QUINTA COMMUNITY DEVELOPMENT DEPARTMENT P. O. BOX 1504 LA QUINTA, CALIFORNIA 92253 CERTIFICATE OF COMPLIANCE 2001-024 (Chapters 13.32 and 13.44 of the Subdivision Ordinance) This certificate relates only to issues of compliance and noncompliance with the Subdivision Map Act and legal ordinances enacted pursuant thereto. The parcel described herein may be sold, leased, or financed without further compliance with the Subdivision Map Act or any local ordinances enacted pursuant thereto. Development of the parcels may require issuance of a permit or permits, or other grant or grants of approval. I certify that I have reviewed the following described real property and have determined that the parcel substantially conforms with all requirements of the City of La Quinta, and that no conditions are imposed other than the recordation of this document. The real property is located in the City of La Quinta, County of Riverside, State of California, described as follows: Exhibit "A" and Legal Description OWNER OF RECORD: Spanos Corp Executed on July 9, 2002, at the La Quinta City Hall, 78-495 Calle Tampico, La Quinta, California 92253 Y munio Development Director of La Quinta PACeftificate of Compliance 11111HI��IIINYII�I�I�INININV �'�`:�':'=-° State of California County of Riverside On 9/9 /,, before me, Phyllis Manley, Notary Public, personally appeared Jerry Herman, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by 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 PHYi i LEY _ Comrrssion # 1196590 Z Rotary Fub!ic - Cc! fomiai �-- ` tiyCOMM elpirm Oct16,MO2 Document Description: Certificate of Compliance Number of Pages Date of Document: July 9, 2002 PACertificate., Compliance I�IVII�VIY�N�I�IY�INN�N�I�INI a,2��.�3 r°,. Under the provisions of Government Code 27361.7, 1 certify under penalty of perjury that the notary seal on the document to which this statement is attacy:� d reads as follows: Name of notary: Y--,Y 10 1 IV Commission #: �C1 U D f D - - Place of execution:�� Date commission expires: CI • k uI J , -- Date: JUL 12 2002 Sibnaturc- ____ 2082-383842 LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST ONE - QUARTER OF SECTION 29; THENCE NORTH 000 20' 08" WEST ALONG THE WESTERLY LINE OF SAID SOUTHWEST ONE -QUARTER A DISTANCE OF 1087.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 890 51' 38" EAST A DISTANCE OF 1115.00 FEET; THENCE SOUTH 000 20' 08" EAST PARALLEL WITH SAID WESTERLY LINE A DISTANCE OF 580.00 FEET; THENCE NORTH 890 51' 38" WEST A DISTANCE OF 1115.00 FEET TO A POINT ON SAID WESTERLY LINE; THENCE NORTH 000 20' 08" WEST ALONG SAID WESTERLY LINE A DISTANCE OF 580.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES OVER THE WESTERLY 55.00 FEET OF SAID DESCRIBED PARCEL. ALSO EXCEPTING THEREFROM AN EASEMENT FOR LANDSCAPE AND PEDESTRIAN PURPOSES OVER THE EASTERLY 20.00 OF THE WESTERLY 75.00 FEET OF SAID DESCRIBED PARCEL. SUBJECT TO EXISTING EASEMENTS OF RECORD. COMPRISING 14.845 ACRES OF GROSS AREA, 13.847 ACRES OF NET AREA, MORE OR LESS. ry tAND01 S� CHARGES A. MAMM 'e. * REG. EXP6 /Z/9i d• III�mHi�i ��.�.M;�,= M OF EO LA EXHIBIT " A" N 89051'38"W 1115.00 1040.00 55' R/W DEDICATION 0.732 AC. 20' LANDSCAPE LOT DEDICATION IoI 0.266 AC. m � N m ILo `o I 3 s PARCEL 1 13.847 AC. NET Lu o I /:r P,,,J 9 _ 071 0 a 1040.00 o N 89-51-38"W 1115.00 I z I Wa � o 07 Lo la I S.W. COR. SEC. 29 0' LAND S�9G CH A ES li NAllgl� RHi. EXFO A . �r MQ MS ch 48TH AVENUE o 0 o co to Cj E � tiw 3 �0o N e o z REMAINDER PARCEL 35.157 AC. GROSS 200' 400' 600' 800, SCALE 1"=200' MAINIERO,SMITH AND ASSOCIATES,INC. PLMWING / CIM aNGMZZRING / LAND SURUM0 777 Z. TAHQUITZ CANYON WAY, SVnW 301 PALM SPRINGS, CALWOM" OUOZ-7066 14D TRUPFONS (760) 3"-88f f / FAX 323-7893