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Santa Rosa Dev/Affordable Housing & Amend 03P.O. Box 1504 78-495 CALLE TAMPICO LA QUINTA, CALIFORNIA 92253 M. Katherine Jenson Direct Dial: (714) 641-3413 E-mail: kjenson@rutan.com Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, California 92270 Attn: Michael Shovlin (760) 777-7000 FAX (760) 777-7101 June 22, 2004 Best Best & Krieger, LLP 74-460 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Oliver, Esq. Re: Waiver and Replacement of Conditions for Closing for the Purchase and Sale Agreement and for the Option Agreement Gentlemen: As you requested, we are providing the revised amendments to the Agreement for 03, Purchase and Sale and Escrow Instructions ("Agreement") dated on or about January 22, 20 by and between the La Quinta Redevelopment Agency ("Seller or Agency) and Sant t Rosa Develo ment, Inc. ("Buyer" or "Developer"). If these amendments correctly reflect your p intentions,please execute the bottom of this letter and return to me an original copy of this etter. as As you know, in conjunction with the Agreement, an Option Agreement was attached re Exhibit "E" thereto ("Option Agreement"). The Agreement and the Option en Agreement of the collectively referred to hereinafter as "the Agreements. The OptionAgreement the execution of the is one documents to be executed in connection with the escrow closing• consideration, the parties have Agreement and Option Agreement, for good and adequatehe original terms and conditions of the negotiated and have agreed to certain modifications t No. 1" has prepared for the purpose of Agreements. Accordingly, this letter ("Amendm� intent the date this letter is executed by modifying the Agreements to reflect the parties as both parties. Each person executing this Amendment No. 1 on behalf of his/her respe t ehalf of party warrants that he/she is duly authorized to execute and deliver this Amendment No. n b1 such the respective party for which he/she signs, and that by so executing this Amendment party is bound by the provisions of this Amendment No. 1. To effectuate the intent of the Agency and the Developer to modify both the Agreement and Option Agreement, Buyer and Seller agree that said agreements shall be modified as follows: 119/015610-0043 498936.07 a06/02/04 Santa Rosa Development, Inc. Best Best & Krieger, LLP June 22, 2004 Page 2 A. In Section 2.1, the reference to "First American Title Company" shall be stricken and in its place "Commerce Title" shall be inserted. The address listed for the Escrow Holder shall be 73-161 Fred Waring Drive, Ste. 100, Palm Desert, CA 92260. B. In Section 4.1 of the Agreement, the phrase "provided, however, in no event shall the Closing occur, if at all, later than the date which is one (1) year after the Effective Date ("Closing Date")" shall be revised to read as follows: "provided, however, in no event shall the Closing occur, if at all, later than the date which is eighteen (18) months after the Effective Date ("Closing Date")." C. Section 5.1 of the Agreement is hereby amended to read as follows: 5.1 Buver's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following: (a) the Purchase Price; (b) the executed and acknowledged "Option Agreement" (as defined in Section 18 hereof); and (c) any and all additional funds, instruments or other documents required from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in order for the Escrow Holder to comply with the terms of this Agreement. D. Section 8 of the Agreement is hereby revised to read as follows: 8. PROJECT ENTITLEMENTS. (a) Prior to Closing, and as both a Seller Condition to Closing and a Buyer Condition to Closing as set forth in Section 10, Buyer shall (i) obtain from the City of La Quinta approval for all plans, drawings, and related documents required for the Project, such that immediately after the Close of Escrow for the Property Developer shall be entitled to obtain grading permits for the Project, and (ii) except as provided below in subsections (b), (c) and (d) of this Section 8, obtain from the City all permits and entitlements necessary for the Project as required in this Agreement, by applicable State law, by City code, and all other applicable law, including but not limited to a site development plan, a Specific Plan, any conditional use permit, any zone change, any variance, any vacation 119/015610-0043 498936.07 a06/02/04 Santa Rosa Development, Inc. Best Best & Krieger, LLP June 22, 2004 Page 3 of public rights of way, and any approvals or certifications as required by the California Environmental Quality Act (California Public Resources Code § 21000 et seq.), the approval of which by the City of La Quinta is subject to the City's legislative discretion (all of the foregoing, the "Project Entitlements"). Seller agrees to fully cooperate with, and assist, Buyer in its pursuit of Project Entitlements, subject to Seller's exercise of its legislative discretion and without any representation, warranty, or guaranty by Seller that the City will issue, or will issue with conditions, any Project Entitlement. Without limiting the generality of the foregoing, Seller shall review all submittals by Buyer in a timely manner and shall provide Buyer with all information, in Seller's possession or control, that Buyer may reasonably request in writing in connection with the Project Entitlements (or the pursuit thereof). In addition, Seller shall prepare, with funds deposited by Buyer, all necessary environmental documents as required by applicable law, including but not limited to the California Environmental Quality Act, for approval or certification, as the case may be, by the City of La Quinta. (b) Within 120 days following the Closing Date, Buyer shall prepare and record in the Official Records a tract map subdividing the Property from adjacent real property owned by the Seller (the "Tract Map"). (c) Within 30 days following the recordation of the Tract Map, Buyer shall obtain from the City each building permit necessary for the Project as required in this Agreement, by applicable State law, by City code, and all other applicable law ("Building Permits"). (d) Prior to City's issuing the first Building Permit, Buyer shall both obtain approval from Seller of and record in the Official Records the covenants, conditions, and restrictions providing for maintenance of all commonly -owned property within the "Project" (as that term is defined in Section 17.1) by a homeowners' association ("CC&Rs"), which CC&Rs provide that the City and Seller are third party beneficiaries with the right, but not the obligation, to enforce the terms thereof. (e) Seller agrees to fully cooperate with, and assist, Buyer in its pursuit of the Tract Map, Building Permits, and the CC&Rs ("Post Closing Entitlements"), subject to Seller's exercise of its legislative discretion and without any representation, warranty, or guaranty by Seller that the City will issue or approve, or will issue or approve the same with 119/015610-0043 498936.07 a06/02/04 Santa Rosa Development, Inc. Best Best & Krieger, LLP June 22, 2004 Page 4 conditions, any of the Post Closing Entitlements. Without limiting the generality of the foregoing, where required, Seller shall review all submittals by Buyer in a timely manner and shall provide Buyer with all information, in Seller's possession or control, that Buyer may reasonably request in writing in connection with the Post Closing Entitlements. D. Section 10.2 of the Agreement is hereby amended to add subsection (g), which Buyer and Seller hereby agree shall provide as follows: (g) Buyer's close of escrow for that real property more specifically described in the Affordable Housing Agreement dated January 22, 2003, by and between Seller and Buyer, which close shall be simultaneous with the Closing of this Agreement. F. The first two paragraphs of Section 1 of the Option Agreement (Exhibit "E" to the Agreement) are hereby revised to read as follows: Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails either (i) to commence construction of the Project (for the purposes of this Option Agreement, "commencement of construction of the Project" shall be defined as Developer's substantial commencement, and thereafter uninterrupted continuation, of excavation work on the Site) within one hundred eighty (180) days after the Effective Date, subject to Sections 4(b) and 4(h) below; or (ii) fails to comply with the provisions of Section 8(b), (c) or (d) of the Purchase Agreements within the time periods specified in said subsections. In the event of Developer's failure to commence construction within such one hundred eighty (180) day time period or fails to comply with the provisions of Section 8(b), (c) or (d) of the Purchase Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period described above ("Repurchase Option I Period"). Buyer and Seller have caused their duly authorized representatives to execute this Amendment No. 1 on the dates set forth below. 119/015610-0043 498936.07 a06/02/04 Jun-22-04 02:11pm From-RUTAN i TUCKER LLP 714-546-9035 T-145 P-03/05 F-791 Santaitosa Dcvclopamhoc, Best Best & Krieger, LLP J=e ?,2, 2004 Page S .w, rl �M M W2 in, l imsol0�Q0as I9fMO WNWAR 'BUYER" AND "DEVELOPER" SANTA ROSA mvuopm N'r, INC., a Cwifomia COA Nsmc: Date: e' - ;z — )oc �S�W ANp "AGENCY" LA QU=A REDEVELOP AGENCY a�fuc y, Corp c acutive Di=wr Date: c.z, s 2- Z - 2ew 4/ Very auly yours, RUTAN & TUCKER, LLp M. J Santa Rosa Development, Inc. 46753 Adams Street La Quinta, CA 92253 760-771-3345 Fax 760-771-0686 June 212 2004 Thomas P, Genovese, Executive Director La Quinta Redevelopment Agency 78495 Calle Tampico La Quinta, CA 92253 Re: Request for Closing Date — Tract 31310 — Market Housing Dear Tom, Pursuant to that certain Agreement for Purchase and Sale and Escrow Instructions ("Agreement") by and between the La Quinta Redevelopment Agency ("Seller") and Santa Rosa Development, Inc. ("Buyer"), Buyer is hereby requesting that Seller; a) review specific conditions precedent to closing as detailed in Paragraphs 7, 8, 9, 10 and 10.2 of the Agreement and as modified by that certain Amendment No. 1 dated June 18, 2004, b) provide written approval of same where necessary, and, c) agree to a Closing Date of July 1, 2004. Satisfaction of Buyer's Conditions Precedent to Closing are as follows: "Real Property Taxes" Buyer shall satisfy the conditions of this Paragraph 7 at closing. "Project Entitlements" Buyer has met all conditions precedent to closing as required in Paragraph 8 of the Agreement as modified by that certain Amendment No. 1. We hereby respectfully request you provide written confirmation of Buyer's satisfaction of the conditions relevant to "Project Entitlements" in Paragraph 8 and Paragraph 10(e) of the Agreement as modified by Amendment No. 1 to the Agreement. "Project Financing" Buyer's evidence of Project financing pursuant to Paragraph 8 of the Agreement is attached. Satisfaction of Conditions Precedent pursuant to Paragraph 10 of the Agreement are as follows: a) Commerce Title shall provide title insurance as of the Closing Date. b) An Escrow Account #346074 with Commerce Title, Palm Desert, (contact Tiffany Robinson (760) 340-2592) has been opened to receive and distribute all documents and funds. rr c) Seller's representations and warrantees as contained in the Agreement shall be true and correct on the Closing Date. d) Buyer has obtained the required Project Entitlements, as referenced above, and shall have said documents, if any, ready to record concurrent with the Grant Deed in accordance with Section 4.2.1. e) See Project Entitlements above. f) Seller is not in material default of any term or condition of these agreements. We hereby respectfully request you provide written confirmation of sellers compliance with the conditions in Para 10© and 10(f). We look forward to an easy closing and the successful completion of this project. Please contact my office if you require additional information. Sincerely, Michael J. Shovlin, President + DCD Desert Citi '6 uuc 06/16/2004 16:00 TEL policy Numbir. DataEntmd: 6/26/2004 ACO : CERTIFICATE OF LIABILITY INSURANCE DA-M JMW VffM 1 8/28/2003 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION pwmm FLORY i ABSOCIATZS INSUPAM ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE S 224 Z. aott, St- . HOLDER. MS CERTIFICATE DOES NOT AMEND, EXTEND OR Lit. 0306157 OI Lic. # CA DZ 52404 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. C6 SA (909) 691-4640 INSURERS AFFORDING COVERAGE NAIC 0 97-45-379 floe tEC CONSOLIDA22D CON?RACTINO INC INSURER A:ZTaztstOA =nsuraatcs C011jlillY DBA: DCD DMLOPJb = INC i DZSZRT CITIZS INSURERwKi.d Con =nturanas C SANTA ROSA DZVZLOPbMNT INC INSURER C: 46-753 Adams St. INSURERD: Ls Quinta, CA 92233- INSURER E: DVERAGES _ RED NAMED ABOVE THE POLICIES OF INSURANCE R LISTED BELOW HAVE B A COEEN ISSUED TO NTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE ETMAY BE ISSUED OR LING M Y REQUIREMENT, TER 0 o�nY �� ec��RE' INSURANCE uANT SHOWN MAY HAVE BEEN REDUCED 8Y18PNDHEREIN IS CLAIMS. SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH aEnIERAI. LWARZY C:OIMMERCIALGEhERALLIABILITY 03GLP1006868 CLAWSMADE ® OCCUR i CoNt AWRE3ATE LIMIT APPLIES PER: �OLJCY SPFECTIY[ FOLLY DCPEIATIOItI LIMITS EACH OCCURRENCE i 1,000,000 8/1/2003 8/1/2004 pR I, �MI Lp i 50,000. 20011.2 LIANUTY ANY AUTO ALL OWnED AUTO 1 I60232 24 67 i/i/2004 SCHEDULEDAUTOS HIRED AUTOS NON-GVY ED AUTOS MED EXP " PERSDDMa.aAIr/INJURY GENERAL AGGREGATE pR000CT6 • COMPIOP A00 s i 11000, 000 S 2, 000 , O D O i l , 000 , D00 COMBINED SINGLE (Er racldrrNj BODILY INJURY 1/1/2003BODr0^} � LYaaddrMURY $ 1, 000, 000 S i-------- -- PROPERTY DAMAGE S ow arid" AUTO ONLY-EAACCIDENT GARM IJAINLITY THAN EA ACC i Ann ALTO OTHER ONLY: AGG I S EACH OCCURRENCE i EXCESU owjw LIAZLJTY AGC�tiEGATE i 71 OCCUR ]CLAIMS MADE I i DEDLICTIBLE i I I I-- Is ffivLovowLWALIllyI ' E.L. EACH ACCIDENT i ANY PROPRIETORIPARTI wE MI L. DISEASE EA EM LIMIT i OpMCM BMM EIMUDEar OTHER I aCLV$gM AD= my BOOIrEMINT i SPECIAL PROVISIONS SAIATA ROSA DZVZLopbmuT )o M MZRS, POBLIC 03VICIALS , AGENTS AND TT OF TA Q�Q=WA IT'S O?NICZRS, DIRZC 9, $vpaRv=sGxRe, p��es Afti KhVZD ADDITIONAL INSVRZDS -9 IHOLDCK EE CANCSLLM UpoRE THE EXPIRATION SHOULD ANY OF Ti! IISOM1IE DESK�D FOLICSIS CITY Or LL QUMRTA DATE TIIEINW, THE MONO WEAN WILL00OWTO uAL30 DAYS WMMN 79-495 CALLZ TJ1% =CO NOTICE TO THE CERTlICATIc HOLDER NAMED TO THE LEFT, LA QUIIm, CA 92233 ACORD 26 (2WI M) 00/16/2004 16:03 TEL 4 DCD Desert Citt Z 003 NAMED INSURED: CONSOLIDATED CONTRACTING, INC DRA: SANTA ROSA DEVELOPMENT INC, DCD DEVELOPMENT, INC AND DESERT CITIES DEVELOPMENT POLICY NUMBER: 03GLP 1006868 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CG20101185 ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: - R�E c._-SANT]URM- DEVELOPMMENT CITY OF LA _QUINTA IT'S OFFICERS, DIRECTORS, SUPERVISORS, BOARD MEMBERS, PUBLIC OFFICIALS_,_-,AGENTB✓AND EMPLOYEES ARE NAMED ADDITIONAL INSURED. WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your work performed for that insured by you or for you., or act or omissions of the additional insured(s) in connection with their general supervision of your work at the location shown on the schedule. Primary/Non-contributing Clause — Such insurance afforded by this policy for the benefit of the additional insured shall be primary insurance but only with respect to any claims, loss or liability arising out of the operations of the named insured, and any insurance maintained by the additional insured shall be non-contributing. 30-day Cancellation Notice — It is understood and agreed that in the event of cancellation of the policy for any reason other than non-payment of premium, thirty (30) days written . notice will be sent -► DCD Desert Citl Q uua 06/16/2004 12:27 TEL H'D.588 9002 POLICYHOLDER COPY GTAT E- P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 COMIOENSATIQN 114GUft•AINC! FUG:0 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 06-16-2004 CITY OF LA QUINTA 78-495 CALVE TAMPICO LA QUMA CA 92253 GROUP: POLICY NUMBER: 1770^ ,.9-2004 CERTIFICATE 1D, 2 CERTIRCATEEXPIRES: 01-Cz-2005 05-14-2004/01-01-2005 JOB: PROJECT: SANTA ROSA LEVELAPMEN7 This is to certify that wQ have issued a valid Worker's Compensation insurance policy in a form approved by the Cralifomia Insuranoe Cornmis0oner to the employer named below for the policy period indicated. This policy is riot subject to canceflation by the Fund except upon 10 days advance written notice to the employer. We will also give you 10 days advance notice should this policy be cancelled prior to its normil expiration. This certlfwate of insurance is not an insurance policy and does not amend, extend or after the coverage afforded by the poticlu listed herein. NotAifttanding any requirement, term or condition of any contW or other document with respect to which this certificate of insurance may be issued or may pertain, the insurance sfForded by tho policies described herein is subject to all the terms, exclusions, and condi ions, of such policies. c . 6�E k,,� .` rREsoewr EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER 0CCTREr1'E- ENDORSEMENT #1600 - MICN.AEL SHOVLIN, PRESIDENT - EXCLUDED. EIr1DORSEKWT #1600 - CLAUDIA SHOVLIX, SECRETARY TREASURER - EXCLUDED- GmKol SN DCD DEVELOPMENT INC DEA: DESERT CITIS DVLPMNT INC & CHSLDTD 46-753 ADAMS STREET LA QUINTAA CA 92253 �I�wlel oe,5.2004 SOF 10M AooWV% cWMcgW &W I You 6" a forA wvbmw, * MM rsaos 10FRCULSTAIE FUND 00CUAEN7 PAGV 1 CF I AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BY AND BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY ("SELLER") AND SANTA ROSA DEVELOPMENT, INC. ("BUYER") 882/015610-0043 325160.05 a01/15/03 TABLE OF CONTENTS Page 1. PURCHASE PRICE.........................................................................................................1 1.1 Amount.................................................................................................................1 1.2 Payment of Purchase Price....................................................................................1 2. ESCROW..........................................................................................................................1 2.1 Opening of Escrow...............................................................................................1 2.2 Escrow Instructions...............................................................................................2 3. DUE DILIGENCE............................................................................................................2 3.1 Due Diligence.......................................................................................................2 3.2 Confidentiality...................................................................................................... 5 4. CLOSE OF ESCROW......................................................................................................5 4.1 Close of Escrow; Closing Date............................................................................. 5 4.2 Recordation; Release of Funds and Documents...................................................6 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.............6 5.1 Buyer's Obligations.............................................................................................. 6 5.2 Seller's Obligations...............................................................................................6 6. TITLE INSURANCE POLICY........................................................................................7 6.1 Title Policy............................................................................................................7 6.2 Payment for Title Policy....................................................................................... 7 7. REAL PROPERTY TAXES.............................................................................................7 8. PROJECT ENTITLEMENTS...........................................................................................7 9. BUYER'S EVIDENCE OF PROJECT FINANCING.....................................................8 10. CONDITIONS PRECEDENT TO CLOSING.................................................................8 10.1 Conditions Precedent to Buyer's Obligations.......................................................8 10.2 Conditions Precedent to Seller's Obligations.......................................................9 11. POSSESSION.................................................................................................................10 12. ALLOCATION OF COSTS...........................................................................................10 12.1 Buyer's Costs......................................................................................................10 12.2 Seller's Costs...................................................................................................... I I 13. REMEDIES.....................................................................................................................11 13.1 Seller's Default; Limitation on Buyer's Remedies.............................................11 13.2 Buyer's Default...................................................................................................12 882/015610-0043 _ 325160.05 a01/15/03 _1 Page 14. INDEMNITY..................................................................................................................13 15."AS-IS"...........................................................................................................................13 16. DAMAGE, DESTRUCTION AND CONDEMNATION..............................................14 16.1 Risk of Physical Loss..........................................................................................14 16.2 Condemnation.....................................................................................................14 17. DEVELOPMENT OF PROJECT; TRANSFER RESTRICTIONS...............................14 17.1 General................................................................................................................14 17.2 Utilities................................................................................................................15 17.3 Public Rights of Way..........................................................................................15 17.4 Transfer Restrictions.........................................................................................15 18. OPTION TO REPURCHASE.........................................................................................16 19. INSURANCE..................................................................................................................16 20. MISCELLANEOUS.......................................................................................................17 20.1 Assignment.........................................................................................................17 20.2 Attorney's Fees...................................................................................................17 20.3 Notices................................................................................................................17 20.4 Fair Meaning.......................................................................................................18 20.5 Headings.............................................................................................................18 20.6 Choice of Laws; Litigation Matters....................................................................18 20.7 Nonliability of Seller Officials............................................................................18 20.8 Gender; Number..................................................................................................19 20.9 Survival...............................................................................................................19 20.10 Time of Essence..................................................................................................19 20.11 Waiver or Modification.......................................................................................19 20.12 Broker's Fees......................................................................................................19 20.13 Duplicate Originals.............................................................................................19 20.14 Severability.........................................................................................................19 20.15 Exhibits...............................................................................................................19 20.16 Covenants of Seller.............................................................................................19 20.17 Corporate Authority............................................................................................20 20.18 Covenant Against Discrimination.......................................................................20 20.19 Entire Agreement; Amendment.......................................................................... 20 EXHIBITS Exhibit A Legal Description of the Property Exhibit B Form of Grant Deed Exhibit C Form of Affidavit of Non -Foreign Entity Exhibit D Conceptual Site Plan and Elevations Exhibit E Option Agreement 882/015610-0043 325160.05 a01/15/03 -11- AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of , 2003 ("Effective Date") by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Seller"), and SANTA ROSA DEVELOPMENT, INC., a California corporation ("Buyer"). RECITALS: A. Seller is the owner of that certain real property located in the City of La Quinta ("City"), County of Riverside, State of California, more particularly described and depicted in Exhibit "A" attached hereto and incorporated herein by this reference ("Property"). B. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein. C. Buyer intends to develop the Property with the "Project" as that term is defined in Section 17 hereof. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants herein contained, the parties hereto agree as follows: 1. PURCHASE PRICE. 1.1 Amount. Subject to the terms of this Agreement, Buyer hereby agrees to purchase the Property from Seller, and Seller agrees to sell the Property to Buyer, for the purchase price of Eight Hundred One Thousand Three Hundred Fifty -Eight Dollars ($801,358.00) ("Purchase Price"). 1.2 Payment of Purchase Price. On or before 5:00 p.m. on the business day preceding the Closing Date (as that term is defined in Section 4.1) or such earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Buyer shall deposit with Escrow Holder the Purchase Price in Good Funds (as used in this Agreement, the term "Good Funds" shall mean a confirmed wire transfer of immediately available funds, cashier's or certified check drawn on or issued by the office of a financial institution located in Riverside County, or cash), and such additional funds as may be required to meet Buyer's portion of the closing costs as hereinafter provided. 2. ESCROW. 2.1 Opening of Escrow. Closing of the sale of the Property shall take place through an escrow ("Escrow") to be established within three (3) business days after the execution of this Agreement by the parties hereto, with First American Title Company ("Escrow Holder") at its 882/015610-0043 325160.05 a01/15/03 -1 office located at 3625 Fourteenth Street, Riverside, CA 92502-0986. The opening of the Escrow (the "Opening of Escrow") shall be deemed to be the date that a fully executed copy of this Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyer and Seller in writing of the date of the Opening of Escrow. 2.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that Escrow Holder customarily requires in real property escrows administered by it. In the event of any conflict or inconsistency between Escrow Holder's standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede and be controlling. 3. DUE DILIGENCE. 3.1 Due Diligence. As used herein, the term "Due Diligence Period" shall refer to a period of time to expire upon the date that is sixty (60) days after the Opening of Escrow. Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to and conditioned upon Buyer's approval, deemed approval or waiver of the right to approve of the following contingencies set forth in this Section 3.1 (collectively, the "Contingencies"): 3.1.1 Title/Survey. Within five (5) days after the Effective Date, Seller shall deliver to Buyer a preliminary title report prepared by First American Title Company ("Title Company") describing the state of title of the Property together with copies of all underlying documents (collectively the "Preliminary Title Report"). Buyer may, at its sole cost and expense, obtain a current survey of the Property (the "Survey") provided it does so within thirty (30) days after the Effective Date. Notwithstanding anything herein to the contrary, Seller shall be obligated to remove all monetary encumbrances against the Property excluding non - delinquent real property taxes and assessments. Buyer shall notify Seller in writing of any objections Buyer may have to title exceptions contained in the Preliminary Title Report or matters shown on the Survey (if Buyer has obtained) no later than the date which is fifteen (15) days after the later of (i) its receipt of the Preliminary Title Report or (ii) its receipt of the Survey within the time period set forth above ("Buyer's Objection Notice"). Buyer's approval or disapproval of the matters set forth in the Preliminary Title Report (and the Survey, if applicable) may be granted or withheld in Buyer's sole and absolute discretion. Buyer's failure to provide Seller with a Buyer's Objection Notice within said period shall constitute Buyer's approval of all exceptions to title shown on the Preliminary Title Report and all matters shown on the Survey (if Buyer has obtained). Seller shall have a period of fifteen (15) days after receipt of Buyer's Objection Notice in which to deliver written notice to Buyer ("Seller's Notice") of Seller's election to either (i) agree to remove the objectionable items on the Preliminary Title Report or Survey prior to the Close of Escrow, or (ii) decline to remove any such title exceptions or Survey matters and terminate Escrow and the obligations of Buyer and Seller to purchase and sell the Property under this Agreement. Seller's failure to provide Buyer with Seller's Notice within said period shall constitute Seller's disapproval thereof. If Seller notifies Buyer of its election to terminate rather than remove the objectionable items on the Preliminary Title Report or Survey, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer's receipt of Seller's Notice, to agree to accept the Property subject to the objectionable items, in which event Seller's election to terminate shall be of no effect, and Buyer shall take title at the 882/015610-0043 325160.05 a01/15/03 -2 Close of Escrow subject to such objectionable items without any adjustment to or credit against the Purchase Price. All exceptions to title shown on the Preliminary Title Report, other than those which Seller may agree to remove pursuant to this Section 3.1.1, shall be deemed to have been approved by Buyer unless Seller is notified otherwise in writing. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, including any survey exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to fifteen (15) days following receipt of notice of such additional exceptions. The process set forth above for Buyer's review and Seller's response shall apply to any review and response with respect to any amendment or supplement to the Preliminary Title Report, and the Closing shall be extended for such period as is necessary to allow for that review and response process to be completed. 3.1.2 Environmental Condition. (a) During the Due Diligence Period, Seller shall permit Buyer and Buyer's directors, engineers, analysts, officers, employees, agents, contractors, subcontractors, consultants, representatives, attorneys and advisors (collectively, the "Buyer Representatives"), at the sole cost and expense of Buyer, to conduct physical inspections of the Property, including the site work, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and any other investigations as Buyer deems prudent with respect to the physical condition of the Property in order to determine the Property's suitability for Buyer's intended development. In no event shall Buyer conduct any intrusive testing procedures on the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld. Such investigations may be made by Buyer and/or Buyer Representatives during any normal business hours. Buyer shall also have the right to investigate all matters relating to the zoning, use and compliance with other applicable laws, codes, and ordinances which relate to the use and occupancy of the Property. Seller shall cooperate to assist Buyer in completing such inspections and special investigations at no cost or expense to Seller. Such inspections and investigations shall be conducted only upon no less than twenty- four (24) hours' notice to Seller and shall be conducted at such times and in such a manner as to minimize any disruption to the Property. Seller shall have the right, but not the obligation, to accompany Buyer during such investigations and/or inspections. (b) As a condition to any such entry, Buyer shall (i) conduct all work or studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Property during or after such investigation; (ii) comply with all applicable laws and governmental regulations; (iii) keep the Property free and clear of all materialmen's liens, lis pendens and other liens arising out of the entry and work performed under this paragraph; (iv) maintain or assure maintenance of workers' compensation insurance (or state 882/015610-0043 _ 325160.05 a01/15/03 -3 approved self-insurance) on all persons entering the property in the amounts required by the State of California; (v) provide to Seller prior to initial entry a certificate of insurance evidencing that Buyer and/or the persons entering the Property have procured and have in effect an all-risk public liability insurance policy meeting the following requirements: (1) the insurance shall be written on a per occurrence and not claims -made basis; (2) the amount of insurance shall be a combined single limit of not less than Two Million Dollars ($2,000,000.00) with a deductible or self -insured retention amount of not more than One Hundred Thousand Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and the City and their respective officers, officials, members, employees, agents, and representatives (collectively, "Seller/City & Seller/City Personnel") as additional insureds; (4) the insurance shall not contain any special limitations on the scope of protection afforded to Seller/City & Seller/City Personnel; (5) the policy shall not be canceled by the insurer or Buyer unless there is a minimum of thirty (30) days prior written notice to Seller; (6) the insurer shall waive subrogation rights against the Seller/City & Seller/City Personnel; and (7) the insurance shall be primary insurance and not contributory with any insurance any of the Seller/City & Seller/City Personnel may have; and (8) the insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability; and (vi) following Buyer's entry, repair any and all damage to the Property caused by such inspections or investigations in a timely manner. (c) Buyer shall promptly pay and discharge all demands for payment relating to Buyer's entry on and investigation of the Property and take all other steps to avoid the assertion of claims of lien against the Property. In the event a claim of lien is recorded by reason of Buyer's entry on the Property, Buyer, within twenty (20) days of such recordation, shall either (i) record or deliver a surety bond sufficient to release such claim or lien in accordance with applicable law; or (ii) provide Seller with such other assurance as Seller may require for the payment of the claim or lien. Seller may elect to record and post notices of non - responsibility from time to time on and about the Property. (d) Buyer agrees to indemnify, defend, protect and hold Seller/City & Seller/City Personnel and the Property, free and harmless from any and all loss, liability, claims, action, suit, proceeding, deficiency, fine, penalty, damages and expenses (including, but not limited to, reasonable attorneys' fees, expert witness fees and costs) arising directly or indirectly from: (i) the exercise of said entry, (ii) Buyer's failure to comply with the conditions to Buyer's entry onto the Property provided herein, and (iii) the presence of any Hazardous Materials (as defined in Section 15 herein) on, under, in or about the Property occurring prior to or after the Close of Escrow resulting from the activities of Buyer or Buyer Representatives on the Property prior to the Close of Escrow. Such undertaking of indemnity shall survive Close of Escrow or the termination of this Agreement for any reason. 882/015610-0043 A _ 325160.05 a01/15/03 — (e) Prior to expiration of the Due Diligence Period, Buyer shall notify Seller in writing ("Buyer's Property Objection Notice") of any objections Buyer may have to any physical or environmental conditions of the Property (the "Disapproved Property Matters"). Buyer's approval or disapproval of the physical and environmental conditions of the Property may be granted or withheld in Buyer's sole and absolute discretion. Buyer's failure to provide Seller with a Buyer's Property Objection Notice shall constitute Buyer's approval of the condition of the Property. Seller shall have a period of fifteen (15) days after receipt of Buyer's Property Objection Notice in which to deliver written notice to Buyer ("Seller's Response") of Seller's election to either (i) agree to remove the objectionable items prior to the Close of Escrow, or (ii) decline to remove the objectionable items and terminate Escrow and the obligations of Buyer and Seller to purchase and sell the Property under this Agreement. Seller's failure to provide Buyer with Seller's Response within said period shall constitute Seller's election to terminate. If Seller notifies Buyer of its election to terminate rather than remove the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer's receipt of Seller's Response, to agree to accept the Property subject to the objectionable items, in which event Seller's election to terminate shall be of no effect, and Buyer shall take title at the Close of Escrow subject to such objectionable items without any adjustment to or credit against the Purchase Price. Buyer's inspections and investigations of the Property shall be conducted upon the terms and conditions set forth in this Agreement. 3.2 Confidentiality. Any and all information made available to Buyer under this Agreement or discovered by Buyer during its investigation of the Property shall be treated as confidential by Buyer and such information shall not be disclosed prior to the Close of Escrow without the prior written consent of Seller; provided, however, that Buyer may disclose said information (i) to any attorney, accountant, engineer or consultant providing services to Buyer in the normal and ordinary course of business, (ii) to a court or any other official body if said confidential information is subpoenaed by that court or official body; provided that Buyer notifies Seller, in writing, of the receipt of such subpoena, and (iii) if required to disclose such information pursuant to the California Public Records Act or other applicable law. Seller shall be permitted to pursue, at Seller's cost, such confidentiality order with or without Buyer. Additionally, if this Agreement terminates for any reason whatsoever, Buyer shall return to Seller all written information delivered by Seller to Buyer pursuant hereto, and all copies of such information made by Buyer, within ten (10) days after termination hereof. The provisions of this Section 3.2 shall survive any termination of this Agreement. 4. CLOSE OF ESCROW. 4.1 Close of Escrow; Closing Date. Provided that all of the conditions of this Agreement precedent to the Close of Escrow (as hereinafter defined) have been satisfied (or waived by the appropriate party) prior to or on the Closing Date (as hereinafter defined), the Closing (as hereinafter defined) of this transaction for the sale and purchase of the Property shall take place on the date which is five (5) days after the date on which all of Buyer's Conditions to Closing and all of Seller's Conditions to Closing have been satisfied (or waived by the 882/015610-0043 325160.05 a01/15/03 _5 appropriate party); provided, however, in no event shall the Closing occur, if at all, later than the date which is one (1) year after the Effective Date ("Closing Date"). The terms "Close of Escrow" and the "Closing" are used herein to mean the time Seller's grant deed conveying fee title to the Property to Buyer is recorded in the Official Records of the Office of the County Recorder of Riverside ("Official Records"). If Escrow is not in a condition to close by the Closing Date, either party not then in default hereunder may, upon five (5) days advance written notice to the other party and Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination shall release either party then in default from liability for such default. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. 4.2 Recordation; Release of Funds and Documents. 4.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official Records, the following documents in the order listed: (i) the "Tract Map" (as defined in Section 8 below); (ii) the grant deed in the form of the attached Exhibit "B" transferring title to the Property to Buyer ("Grant Deed"); (iii) the "Option Agreement" (as defined in Section 18 hereof); and (iv) such other and further documents as may be directed jointly by Buyer and Seller. 4.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price, less any of Seller's closing costs, to Seller, and (ii) conformed copies of all recorded documents to both Buyer and Seller. 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER. 5.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following: (a) the Purchase Price; (b) the executed and acknowledged "Option Agreement" (as defined in Section 18 hereof); (c) the "Tract Map" (as defined in Section 8 below); and (d) any and all additional funds, instruments or other documents required from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in order for the Escrow Holder to comply with the terms of this Agreement. 5.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder each of the following: (a) the executed and acknowledged Grant Deed; 882/015610-0043 _ 325160.05 a01/15/03 �� (b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit") executed and acknowledged by Seller in the form attached hereto as Exhibit "C"; and (c) all other funds, items, and instruments required from Seller (executed and acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to comply with the provisions of this Agreement. 6. TITLE INSURANCE POLICY. 6.1 Title Policy. At the Closing Date, First American Title Insurance Company (the "Title Company"), as insurer, shall issue an ALTA owner's standard coverage policy of title insurance ("Title Policy"), in favor of Buyer, as insured, with liability in the amount of the Purchase Price, subject to the following: (a) non -delinquent real property taxes and assessments; (b) title exceptions approved or deemed approved by Buyer pursuant to Section 3.1.1 above; (c) title exceptions, if any, resulting from Buyer's entry onto the Property pursuant to the provisions of Section 3.1.2 above; (d) any other exceptions approved by Buyer; and (e) the standard printed conditions and exceptions contained in the ALTA standard owner's policy of title insurance regularly issued by the Title Company. 6.2 Payment for Title Policy. Seller shall be responsible for the charges for the Title Policy with coverage up to the amount of the Purchase Price. Buyer shall pay any additional coverage or endorsements it requests. Buyer may, at its election, request an ALTA extended policy of title insurance. Buyer shall pay the difference for the charges between the premium for the extended coverage title policy and the premium for the standard coverage title policy that Seller is responsible for hereunder. Buyer shall also pay for the ALTA survey, if applicable. 7. REAL PROPERTY TAXES. Buyer shall pay all property taxes and assessments. The Property is currently exempt from the payment of property taxes and assessments due to Seller's status as a public agency. In the event, however, property taxes or assessments are mistakenly assessed against the Property after the Closing for any period prior to the Closing, Buyer shall be responsible for timely payment thereof but Buyer may apply for a refund for that portion of taxes and assessments allocated to any period prior to the Closing, in accordance with the applicable provisions of the Revenue and Taxation Code. Seller shall cooperate with Buyer, at no cost to Seller, to effect such refund. 8. PROJECT ENTITLEMENTS. Prior to, and as both a Seller Condition to Closing and a Buyer Condition to Closing as set forth in Section 10, Buyer shall (i) prepare a tract map subdividing the Property from adjacent real property owned by the Seller (the "Tract Map"), (ii) 882/015610-0043 325160.05 a01/15/03 -7- prepare and obtain approval from the City of La Quinta ("City") covenants, conditions, and restrictions providing for maintenance of all commonly -owned property within the "Project" (as that term is defined in Section 17.1) by a homeowners' association ("CC&Rs"), which CC&Rs provide that the City and Seller are third party beneficiaries with the right, but not the obligation, to enforce the terms thereof, (ii) obtain from the City of La Quinta approval for all plans, drawings, and related documents required for the Project, such that immediately after the Close of Escrow for the Property Developer shall be entitled to obtain grading and building permits for the Project; and (iii) obtain from the City all permits and entitlements necessary for the Project as required in this Agreement, by applicable State law, by City code, and all other applicable law, including but not limited to a site development plan, a Specific Plan, any conditional use permit, any zone change, any variance, any vacation of public rights of way, and any approvals or certifications as required by the California Environmental Quality Act (California Public Resources Code § 21000 et seq.), the approval of which by the City of La Quinta is subject to the City's legislative discretion (all of the foregoing, the "Project Entitlements"). Seller agrees to fully cooperate with, and assist, Buyer in its pursuit of Project Entitlements, subject to Seller's exercise of its legislative discretion and without any representation, warranty, or guaranty by Seller that the City will issue, or will issue with conditions, any Project Entitlement. Without limiting the generality of the foregoing, Seller shall review all submittals by Buyer in a timely manner and shall provide Buyer with all information, in Seller's possession or control, that Buyer may reasonably request in writing in connection with the Project Entitlements (or the pursuit thereof). In addition, Seller shall prepare, with funds deposited by Buyer, all necessary environmental documents as required by applicable law, including but not limited to the California Environmental Quality Act, for approval or certification, as the case may be, by the City of La Quinta. 9. BUYER'S EVIDENCE OF PROJECT FINANCING. Prior to, and as a Seller Condition to Closing set forth in Section 10.2, Buyer shall submit to Seller, and obtain approval from Seller, which approval shall not be unreasonably withheld or delayed, of, verifiable written evidence that Buyer has or has obtained sufficient equity capital or has arranged for financing for the acquisition and construction, and permanent financing, necessary to undertake the development of the Project ("Buyer's Evidence of Financing"). The Buyer's Evidence of Financing shall include the following: (a) (i) a copy of a legally binding, firm, and enforceable loan commitment obtained by Buyer from one or more financing institutions for the mortgage loan or loans for financing to fund the acquisition and development of the Project, subject to the such lender's customary and normal conditions and terms, and/or (ii) a certification from Buyer's chief financial officer that Buyer has, or upon the funding of all applicable loan proceeds Buyer will have, sufficient funds for such acquisition of the Property and development of the Project and that such funds have been committed for the acquisition and development; and (b) such other documentation reasonably required by Seller as evidence that Developer has adequate funds or third party commitments for funds for the acquisition of the Property and development of the Proj ect. 10. CONDITIONS PRECEDENT TO CLOSING. 10.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or 882/015610-0043 _ 325160.05 a01/15/03 -8 signed written waiver by Buyer of each and all of the following conditions precedent (collectively "Buyer's Conditions to Closing"): (a) on the Closing Date, the Title Company shall be irrevocably committed to issue the Title Policy pursuant to Section 6 above insuring fee title to the Property as being vested in Buyer; (b) Escrow Holder holds all instruments and funds required for the Closing and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement; (c) except as otherwise permitted by this Agreement, all representations and warranties by the Seller in this Agreement shall be true on and as of the Closing Date as though made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled by the Closing Date; (d) Buyer has obtained the Project Entitlements from the City of La Quinta, and that any of the Project Entitlements that are required to be recorded in the Official Records are ready to and shall record concurrently with the Grant Deed in accordance with Section 4.2.1; (e) City has issued to Buyer and Seller, with a copy to Escrow Holder, a letter signed by the City Manager, Community Development Director, or Assistant Community Development Director confirming that the conditions set forth in clause (d) above have been satisfied or have been waived by City in its sole and absolute discretion; (f) Seller is not in material default of any term or condition of this Agreement. In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied, or waived in a writing signed by Buyer prior to the expiration of the applicable period for satisfaction or waiver, Buyer may terminate this Agreement. In the event Buyer elects to terminate this Agreement as provided herein, Buyer shall not be entitled to obtain specific performance and Seller shall not be liable for any "out of pocket," economic, or consequential damages of any kind or nature; provided, however, that in the event Buyer or Seller is in breach or default hereunder, the provisions of Section 13 shall apply. 10.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all of the following conditions precedent ("Seller's Conditions to Closing"): (a) Escrow Holder holds the Purchase Price and all other instruments and funds required for the Closing and will deliver to Seller the instruments and funds, including but not limited to the Purchase Price (less Seller's closing costs) accruing to Seller pursuant to this Agreement; 882/015610-0043 _ 325160.05 a01/15/03 -� (b) except as otherwise permitted by this Agreement, all representations and warranties by the Buyer in this Agreement shall be true on and as of the Closing Date as though made at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilled by the Closing Date; (c) Buyer has obtained the Project Entitlements from the City of La Quinta, and that any of the Project Entitlements that are required to be recorded in the Official Records are ready to and shall record concurrently with the Grant Deed in accordance with Section 4.2.1; (d) City has issued, to Buyer and Seller with a copy to Escrow Holder, a letter signed by the City Manager, Community Development Director, or Assistant Community Development Director, confirming that the conditions set forth in clause (c) above have satisfied or have been waived by City in its sole and absolute discretion; (e) Seller has approved Buyer's Evidence of Financing as referred to in Section 9; and (f) Buyer is not in material default of any term or condition of this Agreement. In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied, or waived in a writing signed by Seller prior to the expiration of the applicable period for satisfaction or waiver, Seller may terminate this Agreement. In the event Buyer or Seller is in breach or default hereunder, the provisions of Section 13 shall apply. 11. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date. 12. ALLOCATION OF COS 12.1 Buyer's Costs. Buyer shall pay the following costs: (a) fifty percent (50%) of Escrow Holder's escrow fee; (b) Buyer's own attorney's fees incurred in connection with this Agreement and the transactions contemplated hereby; (c) fifty percent (50%) of all the charges for recording the Grant Deed, if any; (d) the premium difference between the ALTA extended policy of title insurance and the ALTA standard coverage policy of title insurance if Buyer requests an extended policy; and (e) any additional title insurance coverages Seller is not required to pay for plus any title endorsements requested by Buyer. 882/015610-0043 325160.05 a01 /15/03 -1 0- 12.2 Seller's Costs. Seller shall pay: (a) fifty percent (50%) of the Escrow Holder's escrow fee; (b) Seller's own attorney's fees in connection with this Agreement and the transactions contemplated hereby; (c) Any documentary transfer taxes associated with the conveyance; (d) fifty percent (50%) of all the charges for recording the Grant Deed, if any; and (e) the premium for the Title Policy that Seller is required to pay pursuant to this Agreement. 13. REMEDIES. 13.1 Seller's Default; Limitation on Buyer's Remedies. In the event that Seller materially breaches its obligations under this Agreement and as a result of such breach Buyer terminates this Agreement, Buyer's sole and complete remedy shall be limited to a payment by Seller to Buyer in the amount of "Buyer's Cost Reimbursement" (as defined below) (hereinafter referred to as "Seller's Default Payment"). Seller's payment to Buyer of Seller's Default Payment shall be the sole remedy available to Buyer if Buyer terminates this Agreement due to a material default of Seller, and in no event shall Seller be liable to Buyer for any monetary damages, lost profits, loss of tax benefits, or consequential or punitive damages, and Seller shall not be entitled to any equitable remedies including the remedy of specific performance. To be eligible to receive Buyer's Cost Reimbursement, Buyer, within fifteen (15) days after Buyer has terminated this Agreement due to a material default of Seller, shall submit to Seller in writing verifiable evidence (such as paid invoices and invoices for eligible costs incurred but not yet paid) of Buyer's actual out-of-pocket costs incurred in designing the Project and acquiring the Project Entitlements (excluding all employee staff time, overhead, and similar costs and charges) to the date of Buyer's written notice of termination to Seller (hereinafter, "Buyer's Eligible Costs"). Seller, within ten (10) days of receipt of Buyer's submittal conforming to the requirements set forth above, shall review Buyer's submittal and shall notify Buyer in writing of Seller's acceptance of the evidence submitted or of any further evidence that Seller may reasonably require to permit Seller to confirm Buyer's Eligible Costs (in which case Buyer shall submit such additional documentation within ten (10) days of receipt of Buyer's notice). Buyer's Cost Reimbursement shall be an amount equal to Buyer's Eligible Costs. In the event of a Buyer termination pursuant to this Section 13.1, Buyer, not later than concurrently with receipt of Buyer's Cost Reimbursement, shall cancel the Escrow and shall provide a quitclaim deed or such other instrument reasonably required by a reputable title company to remove any cloud on title resulting from the Escrow or this Agreement. IN THE EVENT THAT SELLER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES THAT BUYER WILL INCUR BY REASON THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTABLISH. BUYER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT BUYER'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY SELLER, HAVE AGREED THAT SUCH 882/015610-0043 325160.05 a01 /15/03 -11- DAMAGES SHALL BE THE AMOUNT OF "SELLER'S DEFAULT PAYMENT" AS DEFINED IN THIS SECTION 13.1, AND THAT UPON SUCH DEFAULT BY SELLER, BUYER, AS LIQUIDATED DAMAGES, SHALL BE ENTITLED TO SELLER'S DEFAULT PAYMENT. THESE LIQUIDATED DAMAGES SHALL BE BUYER'S SOLE REMEDY FOR SELLER'S DEFAULT. IF BUYER, FOLLOWING BUYER'S RECEIPT OF SELLER'S DEFAULT PAYMENT, WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCEL THE ESCROW AND PROVIDE SUCH INSTRUMENT TO REMOVE ANY CLOUD ON TITLE CAUSED BY THE ESCROW OR THIS AGREEMENT, SELLER SHALL BE ENTITLED TO ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SELLER WITH RESPECT TO THOSE CONSEQUENTIAL DAMAGES, IF ANY, WHICH MAY BE INCURRED BY SELLER BY REASON OF THE CLOUD ON TITLE TO THE PROPERTY WHICH MAY RESULT FROM BUYER'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND PROVIDE SUCH INSTRUMENT TO REMOVE SUCH CLOUD ON TITLE. THE FOREGOING LIQUIDATED DAMAGES PROVISION SHALL NOT APPLY TO NOR LIMIT THE INDEMNITY PROVISIONS OF SECTION 14 OF THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1, INCLUDING THIS CAPITALIZED LANGUAGE, AND BY THEIR INITIALS AGREE TO BE BOUND BY ITS TERMS. 14 Buye Initials Seller's Initials 13.2 Buyer's Default. IN THE EVENT THAT BUYER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES THAT SELLER WILL INCUR BY REASON THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTABLISH. BUYER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY BUYER, HAVE AGREED THAT SUCH DAMAGES SHALL BE IN AN AMOUNT EQUAL TO THE SUM OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) ("BUYER'S DEFAULT PAYMENT") AND THAT UPON SUCH DEFAULT, BUYER, AS LIQUIDATED DAMAGES, SHALL DELIVER BUYER'S DEFAULT PAYMENT TO SELLER. THESE LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE REMEDY THEREFOR, UNLESS BUYER WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCEL THE ESCROW AND PROVIDE SUCH INSTRUMENT AS MAY BE REASONABLY NECESSARY TO REMOVE ANY CLOUD ON TITLE AS IS CAUSED BY THE ESCROW AND THIS AGREEMENT, IN WHICH INSTANCE SELLER SHALL ALSO BE ENTITLED TO ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SELLER WITH RESPECT TO THOSE CONSEQUENTIAL DAMAGES, IF ANY, WHICH MAY BE INCURRED BY SELLER BY REASON OF THE CLOUD ON TITLE TO THE PROPERTY WHICH MAY RESULT FROM BUYER'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND TO PROVIDE SUCH INSTRUMENT TO REMOVE SUCH CLOUD ON TITLE. THE FOREGOING LIQUIDATED DAMAGES PROVISION SHALL NOT APPLY TO NOR LIMIT THE INDEMNITY PROVISIONS OF SECTION 14 OF THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THEY HAVE READ AND UNDERSTAND THE 882/015610-0043 -12- 325160.05 a01/15/03 PROVISIONS OF THIS SECTION 13.2 AND BY THEIR INITIALS AGREE TO BE BOUND BY ITS TERMS. Buyer's Initials Seller's Initials 14. INDEMNITY. Buyer shall indemnify, defend, and hold harmless Seller/City & Seller/City Personnel from and against any and all claims, liabilities, damages, and losses, including without limitation reasonable attorneys' fees and litigation expenses, including court courts and expert witness fees (collectively, "Claims"), due to the death or personal injury of any person, or physical damage to any person's real or personal property, caused by the construction of improvements by, or construction -related activities of, Buyer or Buyer representatives, on the Property, or for any construction defects in any improvements constructed by Buyer or Buyer Representatives on the Property; provided, however, that the foregoing indemnification shall not apply to the extent such Claims are proximately caused by the negligence or willful misconduct of Seller subject to any immunities which may apply to Seller with respect to such Claims. The foregoing indemnification provision shall survive the termination of this Agreement. 15. "AS -IS". Buyer acknowledges that during the Due Diligence Period Buyer shall have had an adequate opportunity to inspect the Property and to investigate its physical characteristics and condition and to conduct such other independent investigations as Buyer requires to determine that it is prepared to complete the purchase of the Property on the terms and conditions stated herein. Seller hereby warrants and represents that, to Seller's actual knowledge, there are no Hazardous Substances generated, released, stored, buried or deposited over, beneath, in or upon the Property, except to the extent permitted by law after obtaining all necessary permits and licenses thereof, nor has Seller or the City received any notice from any governmental agency alleging that the Property is currently in violation of any governmental requirements relating to Hazardous Materials (as hereinafter defined). As used in the preceding sentence, the term "knowledge" shall mean the actual (not constructive or imputed) knowledge of Thomas Genovese (Seller's Executive Director), without any investigation or inquiry or duty of investigation or inquiry. Subject to the limited representations and warranties of Seller set forth in this Agreement, Buyer acknowledges that the purchase of the Property will be based on Buyer's own investigation and that Buyer must perform its own due diligence with respect to all environmental matters relating to the Property, and that Buyer is not relying on any environmental audits or assessments performed by or on behalf of Seller. "Hazardous Materials" shall mean and include any pollutants, flammable, explosives, petroleum products, radioactive materials, hazardous wastes, dangerous or toxic substances or related materials, including substances defined as or included in the definition of toxic or hazardous substances, wastes or materials under any federal, state or local laws, ordinances, regulations or guidelines which relate to pollution, the environment or the protection of public health and safety, or limiting, prohibiting or otherwise regulating the presence of such materials. The foregoing 882/015610-0043 325160.05 a01/15/03 -13- representation and warranty by Seller shall survive the execution and delivery of this Agreement, the recording of the Grant Deed and the Closing. Except as provided herein, and subject to the limited representations and warranties of Seller set forth in this Agreement, Buyer acknowledges that Buyer is purchasing the Property with no representation or warranty by Seller, express or implied, regarding the presence of uncompacted fill, the condition of the soil, the geology, seismology, hydrology, or similar matters on, under, or affecting the Property, the existence or condition of any improvements in, on, or under the Property, the presence or absence of any Hazardous Materials in, on, under, or affecting the Property, or that the Property is suitable for Buyer's contemplated use. Buyer acknowledges that Seller has undertaken no investigation, and does not intend to undertake any investigation, concerning any aspect of the physical or environmental condition of the Property and in no event shall Seller have any obligation under this Agreement to cure or correct any physical defects or problems with respect to the Property. Except for the warranties of Seller set forth in this Agreement, Buyer is acquiring the Property in an "AS -IS, WHERE -IS, WITH ALL FAULTS" condition. Buyer hereby agrees that, concurrent with the Close of Escrow, Buyer shall release Seller from any claims that Buyer has against Seller regarding the physical or environmental condition of the Property (except for those provisions which expressly provide that they survive termination); provided, however, such release shall not apply to any matters arising out of, or related to, any fraud or intentional misrepresentations or warranties made by Seller in this Agreement. 16. DAMAGE DESTRUCTION AND CONDEMNATION. 16.1 Risk of Physical Loss. Seller, prior to the Closing, shall promptly notify Buyer in writing of any fire, casualty, or other damage (other than de minimis damage) to the Property of which Seller has knowledge (as that term is defined in Section 15). In the event of fire, casualty, or other damage (insured or not) to the Property which is reasonably estimated to cost One Hundred Thousand Dollars ($100,000) or more to repair, restore, or remediate, then Buyer, may on written notice to Seller terminate this Agreement and the Escrow; provided that Buyer shall not have caused such fire, casualty, or other damage. If any such occurrence costs less than One Hundred Thousand Dollars ($100,000), or if Buyer does not so terminate this Agreement pursuant to its rights under this Section 16.1, this Agreement and the Escrow shall continue in effect and Seller shall assign all available insurance proceeds to Buyer, if any, received by Seller related to such fire, casualty, or other damage (other than de minimis damage). 16.2 Condemnation. In the event that, prior to the Close of Escrow, any governmental entity shall commence any proceedings of or leading to eminent domain or similar type proceedings to take all or any portion of the Property, Buyer or Seller shall promptly meet and confer in good faith to evaluate the effect of such action on the purposes of this Agreement and following such meeting either Buyer or Seller may terminate this Agreement. 17. DEVELOPMENT OF PROJECT; TRANSFER RESTRICTIONS. 17.1 General. Buyer and Seller agree that the Property is being sold by Seller for the purpose of Buyer's development of a residential project containing thirty-six (36) single family homes and related landscaping and other improvements on the Property as conceptually 882/015610-0043 325160.05 a01/15/03 -14- described in the Conceptual Site Plan and Conceptual Elevations attached hereto as Exhibit "D" and as to be further described in the Project Entitlements (the "Project"). Buyer shall be responsible for all costs of developing the Project. 17.2 Utilities. Seller shall not be responsible for the relocation of any on -site utilities required to accommodate Buyer's intended development of the Property. 17.3 Public Rights of Way. Seller shall exercise its best efforts to cause the City to vacate all public rights -of -way within the boundaries of the Property, if any, on or prior to the Close of Escrow. 17.4 Transfer Restrictions. The qualifications and identity of the Buyer are of particular interest to the Seller. It is because of these qualifications and identity that the Seller has entered into this Agreement with the Buyer. Consequently, no person, whether a voluntary or involuntary successor of Buyer shall acquire any rights or powers under this Agreement nor shall the Buyer assign all or any part of this Agreement or the Property without the prior written approval of the Seller. A voluntary or involuntary sale or transfer of any interest in the Buyer of the Property prior to the issuance of a Certificate of Completion for the Project shall be deemed to constitute an assignment or transfer for the purposes of this Section 17, and the written approval of the Seller shall be required prior to effecting such an assignment or transfer. Any purported transfer, voluntarily or by operation of law, except with the prior written consent of the Seller, shall render this Agreement absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. Prior to the issuance of a Certificate of Completion for the Project on the Property, the Buyer shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any rights or duties herein, nor make any total or partial sale, transfer, conveyance, or assignment of the whole or any part of the Property or any of the improvements thereon, without the prior written approval of the Seller. Notwithstanding any other provision of this Agreement to the contrary, Seller approval of an assignment of this Agreement or transfer of the Property, or any interest therein shall not be required in connection with: (a) the conveyance or dedication of any portion of the Property to the City of La Quinta, or other appropriate governmental agency, including public utilities, where the granting of such easements permits or facilitates the development of the Property; or (b) any assignment of this Agreement or transfer of the Property, or any of the improvements located thereon to a limited liability company in which Buyer has a greater than fifty percent (50%) ownership and management interest; and (c) any assignment of this Agreement, or transfer of the Property and the improvements located thereon to a limited partnership in which Buyer is a general partner with a greater than fifty percent (50%) ownership and management interest. Notwithstanding anything in this Section 17 to the contrary, no transfer or assignment by Buyer or any successor shall be effective unless and until the transferor and transferee execute and deliver to Seller an assignment and assumption agreement in a form and with content reasonably acceptable to Seller's legal counsel. This Section 17 shall not be applicable to the sales of single-family homes to home buyers in accordance with this Agreement and no assignment and assumption agreement shall be required for the conveyance of a home to a buyer. 882/015610-0043 325160.05 a01/15/03 -15- This Section 17 shall become inapplicable for each lot in the Property as to which the City has issued a Certificate of Occupancy for the single-family home constructed thereon. 18. OPTION TO REPURCHASE. In addition to any other rights and remedies available to Seller hereunder, Seller shall be entitled, in its sole and absolute discretion, to repurchase the Property, or a portion thereof, with all improvements thereon, under the terms described in an option agreement to be recorded against the Property at the closing, the forms of which is attached hereto and incorporated herein as Exhibit " B" (the "Option Agreement"). 19. INSURANCE. Commencing with Effective Date hereof and ending on the sale of the last single family home to a homebuyer, Buyer shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Seller's Executive Director, the following policies of insurance: A policy of commercial general liability insurance written on a per occurrence basis in an amount not less than: (A) for death and bodily injury, either (i) a combined single limit of Three Million Dollars ($3,000,000.00) or (ii) Three Million Dollars ($3,000,000) per person and Three Million Dollars ($3,000,000.00) per occurrence, and Three Million Dollars ($3,000,000.00) in the aggregate, and (B) for property damage, Three Million Dollars ($3,000,000.00) per occurrence. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure, and provide legal defense for both the Buyer and Seller against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Buyer in the course of carrying out the work or services contemplated in this Agreement. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of Three Million Dollars ($3,000,000.00) per person and Three Million Dollars ($3,000,000.00) per occurrence, and property damage liability limits of Three Million Dollars ($3,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) in the aggregate or (ii) combined single limit liability of Three Million Dollars ($3,000,000.00). Said policy shall include coverage for owned, non -owned, leased, and hired cars. The following additional requirements shall apply to all of the above policies of insurance: All of the above policies of insurance shall be primary insurance and, except the Worker's Compensation insurance, shall name Seller/City & Seller/City Personnel as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against Seller/City & Seller/City Personnel and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days' prior written notice to Seller and City. In the event any of said policies of insurance are cancelled, the Buyer shall, prior to the cancellation date, submit new evidence of 882/015610-0043 325160.05 a01/15/03 -16- insurance in conformance with this Section to Seller's Executive Director. Not later than the Effective Date of this Agreement, Buyer shall provide Seller's Executive Director with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders shall be subject to the reasonable approval of Seller's Executive Director. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of City ("Risk Manager") due to unique circumstances. The policies of insurance required by this Agreement shall not require Buyer to meet a deductible of more than One Hundred Thousand Dollars ($100,000) unless approved in writing by Seller's Executive Director in his or her sole and absolute discretion. Buyer agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which Buyer may be held responsible for the payment of damages to any persons or property resulting from the Buyer's activities or the activities of any person or persons for which the Buyer is otherwise responsible. 20. MISCELLANEOUS. 20.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns. Neither party to this Agreement may assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent and approval of the other party, which consent and approval may be withheld in the sole and absolute discretion of either party; provided, however, that Seller may assign this Agreement to the City of La Quinta without Buyer's consent. No provision of this Agreement is intended nor shall in any way be construed to benefit any party not a signatory hereto or to create a third party beneficiary relationship; provided, however, that notwithstanding the foregoing, the City shall be an express third party beneficiary with respect to the indemnities and other matters set forth in this Agreement which specifically and expressly run to the City's benefit. 20.2 Attorney's Fees. In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions to this Agreement or the Escrow or otherwise in connection with the Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 20.3 Notices. All notices under this Agreement shall be effective upon personal delivery, via facsimile so long as the sender receives confirmation of successful transmission from the sending machine, or three (3) business days after deposit in the United States mail, registered, certified, postage fully prepaid and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing: 882/015610-0043 325160.05 a01/15/03 -17_ To Seller: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attn: Executive Director Facsimile No.: (760) 777-7101 Copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92628-1950 Attn: M. Katherine Jenson, Esq. Facsimile No.: (714) 546-9035 To Buyer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Mr. Michael Shovlin Facsimile No: (760) 771-4431 Copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq Facsimile No: (760) 340-6698 20.4 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. 20.5 Headings. The headings at the beginning of each numbered Section of this Agreement are solely for the convenience of the parties hereto and are not a part of this Agreement. 20.6 Choice of Laws; Litigation Matters. This Agreement shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Municipal and Superior Courts of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Agreement. Service of process on Seller shall be made in accordance with California law. Service of process on Buyer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 20.7 Nonliability of Seller Officials. No officer, official, member, employee, agent, or representatives of Seller shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative. 882/015610-0043 -1 �- 325160.05 a01/15/03 20.8 Gender; Number. As used in this Agreement, masculine, feminine, and neuter gender and the singular or plural number shall be deemed to include the others wherever and whenever the context so dictates. 20.9 Survival. This Agreement and all covenants to be performed after the Closing, and, except as otherwise set forth herein, all representations and warranties contained herein shall survive the Closing Date and shall remain a binding contract between the parties hereto. 20.10 Time of Essence. Time is of the essence in this Agreement and in each and every term and provision hereof, it being understood that the parties hereto have specifically negotiated the dates for the completion of each obligation herein. 20.11 Waiver or Modification. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 20.12 Broker's Fees. Seller and Buyer represent and warrant to the other that neither Buyer nor Seller has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorney's fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder's fee in connection with the conveyance of the Property arising out of agreements by the indemnifying party to pay any commission or finder's fee. 20.13 Duplicate Originals. This Agreement may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect. 20.14 Severability. If any term, covenant or condition of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons, entities, or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20.15 Exhibits. The following exhibits are attached hereto and incorporated herein by this reference: Exhibit "A" Legal Description of Property Exhibit `B" Grant Deed Exhibit "C" Non -Foreign Affidavit Exhibit "D" Conceptual Site Plan & Conceptual Elevations Exhibit "E" Option Agreement 20.16 Covenants of Seller. Seller agrees that during the period between the Effective Date of this Agreement and the Closing Date: 882/015610-0043 C1 325160.05 a01/15/03 -19- (a) Seller shall maintain the Property in not less than the state of repair as that existing on the Effective Date (excepting ordinary wear and tear); (b) Seller shall not convey, grant, lease, assign, mortgage, hypothecate, encumber, or otherwise transfer (on or off record) the Property or any interest therein; (c) Seller shall not alter the physical condition of the Property or introduce or release, or permit the introduction or release, of any Hazardous Material in, from, under, or on the Property; (d) Prior to Closing, Seller shall provide written notice to Buyer of any actions that it or the City of La Quinta has agendized for action that is inconsistent with the purposes of this Agreement and Buyer's intended development on the Property. (e) Prior to Closing, Seller shall maintain Seller's existing insurance on the Property. 20.17 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound. 20.18 Covenant Against Discrimination. Buyer covenants that in its performance of this Agreement that it shall not discriminate against any person or group of persons on account of any impermissible classification including but not limited to race, color, creed, gender, religion, marital status, national origin, or ancestry. 20.19 Entire Agreement; Amendment. Except as set forth above, this Agreement and the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Agreement may be amended or modified in any manner whatsoever except by an agreement in writing signed by duly authorized officers or representatives of each of the parties hereto. IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement, understands it, and hereby executes this Agreement to be effective as of the day and year first written above. [END -- SIGNATURE PAGE FOLLOWS] 882/015610-0043 325160.05 a01/15/03 -20_ ATTEST: 1 ecretary •.- APPROVED AS TO FORM: RUTAN & TUCKER, LLl By: -� Agency Counsel LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Executive Director "Buyer" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Z-, �,— ),/� Name: Its: 882/015610-0043 325160.05 a01/15/03 -21- First American Title Company agrees to act as Escrow Holder in accordance with the terms of this Agreement. FIRST AMERICAN TITLE COMPANY M. Name: Its: 882/015610-0043 -2 2- 325160.05 a01/15/03 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [See Following Page] 882/015610-0043 325160.05 a01/15/03 EXHIBIT A LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 29, Township 5 South, Range 7 East, S.B.M. in the City of La Quinta, County of Riverside, State of California, more particularly described as follows: Commencing at the Southwest corner of said Southwest (quarter of Section 29; thence South 89019' 19" East 55.01 feet; thence North 0°20'08" West 87.01 feet to a point on the easterly right of way line of Adams Street, said point being the point of beginning; thence continuing North 0020'08" West 420.75 feet along the easterly right of way line of Adams Street; thence departing said right of way line South 89°51'38" East 1,060,00 feet; thence South 0°08'22" West 197.85 feet; thence South 89'35'29" East 76.97 feet; thence South 0024'31" West 15.05 feet; thence South 89019'19" East 101.50 feet; thence South 0'40'41" West 250.12 feet to a point on the Northerly right of way line of 48t" Avenue; thence North 89019'19" West along said right of way line 682.31 feet; thence North 0"4041" East 10.00 feet; thence North 89019' 19" West 528.16 feet; thence North 44049'44" West 31.39 feet to the point of beginning. Exp.'tA3 0 It Morrison LS 6830 Expires 9/30/04 MEI Job No. 00004 Date EXHIBIT `B" FORM OF GRANT DEED [SEE FOLLOWING PAGES] 882/015610-0043 325160.05 a01/15/03 Recording Requested By and When Recorded Return to: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92770 Attn: Michael Shovlin MAIL TAX STATEMENTS TO: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92770 Attn: Michael Shovlin SPACE ABOVE THIS LINE FOR RECORDER'S USE In accordance with Section 11932 of the California Revenue and Taxation Code, Grantor has declared the amount of the transfer tax which is due by a separate statement which is not being recorded with this Grant Deed. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) (the "Grantor"), hereby grants to SANTA ROSA DEVELOPMENT, INC., a California corporation ("Grantee"), that certain real property ("Property") located in the City of La Quinta, County of Riverside, State of California, described in the legal description attached hereto as Attachment No. 1 and incorporated herein by this reference, subject to all matters of record, and is further subject to the following: A. Reservation of Subsurface Rights. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances, and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through, and across, and to use and occupy all parts of the Property lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances, or minerals from the Property or other lands, but without, however, any right to use the surface of the Property or any portion of the Property within five hundred (500) feet below the surface of the Property for such exploration. 882/015610-0043 325160.05 a01/15/03 B. Conveyance in Accordance With Redevelopment Plan. The Property is conveyed in accordance with and subject to the Redevelopment Plan for Project Area No. 2 ("Redevelopment Plan"), a copy of which is on file with the City Clerk of the City of La Quinta, California. All uses on the Property shall conform to the uses permitted by the Redevelopment Plan. The foregoing shall remain in effect until the expiration of the Redevelopment Plan. C. Nondiscrimination. Grantee, on behalf of itself and its successors and assigns to all or any portion of the Property, covenants and agrees as follows: 1. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, or rental or in the use, occupancy, or enjoyment of the Property, nor shall the grantee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property or any portion thereof, The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 2. The grantee shall refrain from restricting the rental, sale, or lease of any portion of the Property, or contracts relating to the Property, on the basis of race, color, creed, religion, sex, marital status, age, ancestry, or national origin 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 itself, its 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, age, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons 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 land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this lease is made and accepted upon and subject to the following conditions: `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, age, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee 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, sublessees, subtenants, or vendees in the land herein leased."' C. In contracts pertaining to the realty: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, 882/015610-0043 _ 325160.05 a01/15/03 _2 color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of land." The foregoing nondiscrimination covenants shall remain in effect in perpetuity. D. Covenants Run With The Land. All covenants contained in this Grant Deed shall be covenants running with the land. E. Covenants for Benefit of Grantor. All covenants set forth in this Grant Deed, without regard to technical classification or designation, shall be binding for the benefit of the Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor, 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 equity or other property proceedings to enforce the curing of such breach. [end — signature page follows] 882/015610-0043 _ 325160.05 a01/15/03 _3 "Grantor" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel "Grantee" SANTA ROSA DEVELOPMENT, INC., a California corporation By: _ Name: Its: 882/015610-0043 4 325160.05 a01/15/03 STATE OF CALIFORNIA ) ss: COUNTY OF ) On , before me, the undersigned, a Notary Public in and for said County and State, 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ss: COUNTY OF ) On , before me, the undersigned, a Notary Public in and for said County and State, 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. Notary Public [SEAL] 882/015610-0043 _ 325160.05 a01/15/03 _5 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF PROPERTY [TO BE INSERTED] 32516 .05 aOl 1 Attachment 1 to Grant Deed 325160.05 a01/15/03 ATTACHMENT NO. 1 LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 29, Township 5 South, Range 7 East, S.B.M. in the City of La Quinta, County of Riverside, State of California, more particularly described as follows: Commencing at the Southwest corner of said Southwest Quarter of Section 29; thence South - 89° 19' 19" East 55.01 feet; thence North 0°20'08" West 87.01 feet to a point on the easterly right of way line of Adams Street, said point being the point of beginning; thence continuing North 0"20'08" West 420.75 feet along the easterly right of way line of Adams Street; thence departing said right of way line South 89'51'38" East 1,060.00 feet; thence South 0°08'22" West 197.85 feet; thence South 89°35'29" East 76.97 feet; thence South 0'24'31" West 15.05 feet; thence South 89°19'19" East 101.50 feet; thence South 0"40'41" West 250.12 feet to a point on the Northerly right of way line of 48t' Avenue; thence North 89019'19" West along said right of way line 682.31 feet; thence North 0'40'41 ' East 10.00 feet; thence North 89019'19" West 528.16 feet; thence North 44049'44" West 31.39 feet to the point of beginning. Joel G. It Morrison LS 6830 Expires 9/30/04 MEI Job No. 00004 �11- i Date EXHIBIT "C" AFFIDAVIT OF NON -FOREIGN ENTITY TO: SANTA ROSA DEVELOPMENT, INC. ("Buyer") The Internal Revenue Code of 1954 ("Code") (26 U.S.C. Sections 1445, 7701) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon transfer of that certain U.S. real property interest described in Exhibit "A" to the Agreement for Purchase and Sale and Escrow Instructions dated , 2003, and incorporated herein by reference ("Property"), that the undersigned ("Seller") hereby certifies the following: 1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and 2. The U.S. taxpayer identification number for Seller is 95-3740431; and 3. The address for mailing purposes of Seller is: 78-495 Calle Tampico, La Quinta, California 92253; and 4. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller. Dated: 52003 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Thomas Genovese, Executive Director 882/015610-0043 325160.05 a01/15/03 EXHIBIT "D" CONCEPTUAL SITE PLAN & CONCEPTUAL ELEVATIONS [SEE FOLLOWING PAGES] 882/015610-0043 _ 325160.05 a01/15/03 -� f•J IL 0 d W 0 a L w W ?p W � a o� W 0 z W z EXHIBIT "D" -ARMAo ew.a. .r.. -J------ I EXHIBIT "D" t ON dt A J g � � a s XVW.O - zz �Hl IIE I EF EXHIBIT "E" OPTION AGREEMENT [See following pages] 882/015610-0043 325160.05 a01/15/03 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 6103) OPTION AGREEMENT SUBORDINATED NOTICE: This OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS OPTION AGREEMENT ("Option Agreement") is made this _ day of , (the "Effective Date"), by SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. Developer has entered into an Agreement for Purchase and Sale and Escrow Instructions ("Purchase Agreement") dated with the La Quinta Redevelopment Agency ("Agency"), pursuant to which Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"). All defined terms used herein shall have the same meaning as set forth in the Purchase Agreement unless otherwise stated. The Site is legally described in Exhibit "A" attached hereto and incorporated herein. B. As a condition to the Agency's conveyance of the Site to Developer, Developer was required to grant to Agency an option to repurchase the Site from Developer, if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, all as further described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Purchase Agreement, Developer hereby grants to Agency the following repurchase options: 882/015610-0043 325160.05 a01/15/03 -1 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to commence construction of the Project (for the purposes of this Option Agreement, "commencement of construction of the Project" shall be defined as Developer's substantial commencement, and thereafter uninterrupted continuation, of excavation work on the Site) within one hundred eighty (180) days after the Effective Date, subject to Sections 4(b) and 4(h) below. In the event of Developer's failure to commence construction within such one hundred eighty (180) day time period, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Purchase Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Purchase Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($801,358.00) less the sum of (i) Agency's costs of sale, including but not limited to Agency's escrow costs, real estate commissions, attorney fees incurred to negotiate and draft the Purchase Agreement, and other costs under Section 12.2 of the Purchase Agreement; and (ii) Agency's escrow costs and transaction fees to repurchase the Site in accordance with this Option Agreement. Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet 882/015610-0043 _ 325160.05 a01/15/03 -2 delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Exhibit `B" to the Purchase Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1/2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days; and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) within twenty-four (24) months after commencement of construction, subject to Sections 4(b) and 4(h) below ("Completion Deadline"). In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any 882/015610-0043 _ 325160.05 a01/15/03 -3- Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Purchase Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of 882/015610-0043 325160.05 a0l/15/03 -4 the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added 882/015610-0043 325160.05 a01/15/03 -5 to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Exhibit "B" to the Purchase Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1/2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the 882/015610-0043 G_ _ 325160.05 a01/15/03 —v Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Purchase Agreement. In the event of Developer's transfer of the Site in violation of the Purchase Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Purchase Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Purchase Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section l(b) of this Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously 882/015610-0043 _ 325160.05 a01/15/03 -7 proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). 882/015610-0043 325160.05 a01/15/03 _g (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences and completes construction of the Project and Agency has not exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall execute and record a termination of this Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan, provided that (i) the 882/015610-0043 _ 325160.05 a01/15/03 -9- maximum cumulative principal amount of the construction loan shall not exceed ninety percent (90%) of the lender's appraised value of the Site upon completion of the Project, which amount shall be verified in writing to Agency Executive Director's reasonable satisfaction; (ii) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (iii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach or default, and (C) purchase the Site from Developer subject to the construction lender's deed of trust, without the consent of Developer or the holder of the construction lender's deed of trust, that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right on the part of the lender to accelerate the amounts due under the loan. 5. Notices, Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, 882/015610-0043 325160.05 a01/15/03 -10- demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Option Agreement. This Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 882/015610-0043 325160.05 a01/15/03 -11- 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Option Agreement or use of the Site. 10. Interpretation The terms of this Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Option Agreement. 11. Entire Agreement This Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. [END - SIGNATURES ON NEXT PAGE] 882/015610-0043 -12- 325160.05 a01/15/03 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Name: Its: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a public body, corporate and politic LOW Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency 982/015610-0043 - 13 - 325160.05 a01/15/03 STATE OF CALIFORNIA ) ) ss COUNTY OF 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF 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. Notary Public [SEAL] 882/015610-0043 -14- 325160.05 a01/15/03 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [TO BE INSERTED] 882/015610-0043 325160.05 a01/15/03 J EXHIBIT A LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 29, Township 5 South, Range 7 East, S.B.M. in the City of La Quinta, County of Riverside, State of California, more particularly described as follows: Commencing at the Southwest corner of said Southwest (quarter of Section 29; thence South - 89° 19' 19" East 55.01 feet; thence North 0°20'08" West 87.01 feet to a point on the easterly right of way line of Adams Street, said point being the point of beginning; thence continuing North 0020'08" West 420.75 feet along the easterly right of way line of Adams Street; thence departing said right of way line South 89*51'38" East 1,060.00 feet; thence South 0°08'22" West 197.85 feet; thence South 89°35'29" East 76.97 feet; thence South 0024'31" West 15.05 feet; thence South 89°19'19" East 101.50 feet; thence South 0'40'41" West 250.12 feet to a point on the Northerly right of way line of 48t' Avenue; thence North 89019'19" West along said right of way line 682.31 feet; thence North 0040'41" East 10.00 feet; thence North 89019'19" West 528.16 feet; thence North 44049'44" West 31.39 feet to the point of beginning. Joel G. It Morrison LS 6830 Expires 9/30/04 MEI Job No. 00004 Date P.O. Box 1504 78-495 CALLE IFAMPICO LA QUINTA, CALIFORNIA 92253 Santa Rosa Development, Inc. 71084 Tamarisk Lane Rancho Mirage, California 92270 Attention: Michael Shovlin (760) 777-7000 FAX (760) 777-7101 June 22, 2004 Best, Best & Krieger, LLP 74-460 Highway 111, Suite 200 Indian Wells, California 92210 Attention: Daniel E. Oliver, Esq. Re: Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement Gentlemen: As you requested, we are providing the revised amendments to the Affordable Housing Agreement ("Agreement") dated on or about January 22, 20031 by and between the La Quinta Redevelopment Agency ("Agency") and Santa Rosa Development, Inc. ("Developer'). If these amendments correctly reflect your intentions, please execute the bottom of this letter and return to me an original copy of this letter. As you know, in conjunction with the Agreement, an Option Agreement was attached as Attachment No. 7 thereto ("Option Agreement"). The Agreement and the Option Agreement are the Since execution of the collectively referred to hereinafter as "the Agreements. The Option Agreement tone documents to be executed in connection with the escrow closing. Agreement and Option Agreement, for good and adequate considerationthe parties have negotiated and have agreed to certain modifications to the original terms an, conditions of the Agreements. Accordingly, this letter ("Amendment No. 1") has been prepared for the purpose of modifying the Agreements to reflect the parties' intent as of the date this letter is executed by both parties. Each person executing this Amendment No. 1 on behalf of his/her respective party warrants that he/she is duly authorized to execute and deliver this Amendment No. 1 on behalf of the respective party for which he/she signs, and that by so executing this Amendment No. 1, such party is bound by the provisions of this Amendment No. 1. To effectuate the intent of the Agency and the Developer to modify both the Agreement and Option Agreement, Developer and Agency agree that said agreements shall be modified as follows: 119/015610-0043 514465.04 PM04 Santa Rosa Development, Inc. Best, Best & Krieger, LLP June 22, 2004 Page 2 A. In Sections 206, 209, and 211 of the Agreement, the reference to "First American Titl e Insurance Company" shall be stricken and in its place "Commerce Title" shall be inserted.. The address for the Escrow Agent is 73-161 Fred Waring Drive, Ste. 100, Palm Desert, CA 92260. B. Attachment No. 4 ("Schedule of Performance") to the Agreement shall be replaced in its entirety with Exhibit "A" attached to this Amendment No. 1. C. Section 305 of the Agreement is hereby revised to read as follows: g, PROJECT ENTITLEMENTS. (a) Prior to conveyance of the Site, and as one of the Agency's Conditions to Close, Developer shall (i) obtain from the City of La Quinta approval for all plans, drawings, and related documents required for the Project, such that immediately after the close of Escrow (the "Closing Date") for the Site, Developer shall be entitled to obtain grading permits for the Project, and (ii) except as provided below in subsections (b), (c) and (d) of this Section 305, obtain from t the City all permits and entitlements necessary leState law, Project as required in this Agreement, by apple law, by City code, and all other applicable law, including but not limited to a site development plan, a Specific Plan, any conditional use permit, any zone change, any variance, any vacation of public rights of way, and any approvals or certifications as required by the California Environmental Quality Act (California Public Resources Code § 21000 et seq.), the approval of which by the City of La Quinta is he subject to the City's legislative discretion (all of t foregoing, the "Project Entitlements"). Agency agrees to fully cooperate with, and assist, at no cost to Agency, Developer in its pursuit of Project Entitlements, subject to Agency's exercise of its legislative discretion and without any representation, warranty, or guaranty by Agency that the City will issue, or will issue with conditions, any the Project Entitlement. Without limiting the generality of foregoing, Agency shall review all submittals by Developer in a timely manner and shall provide Developer with all information, in Agency's possession or control, that 119/015610-0043 514465.04 PM04 Santa Rosa Development, Inc. Best, Best & Krieger, LLP June 22, 2004 Page 3 Developer may reasonably request in writing in connection with the Project Entitlements (or the pursuit thereof). I addition, Agency shall prepare, with funds deposited y Developer (or deducted from the Second Disbursement, as that term is defined in the Disbursement Schedule; provided, however, if the expenditure is not eligible for reimbursement under the terms of the Disbursement all Schedule, Developer shall repay the amount to Agency), necessary environmental documents as requiredby applicable law, including but not limited to the California Environmental Quality Act, for approval or certification, as the case may be, by the City of La Quinta. (b) Within 120 days following the Closing Date, Developer shall prepare and record in the Official Records a tract map subdividing the Site from adjacent real property owned by the Agency (the "Tract Map"). (c) Within 30 days following the recordation of the Tract Map, Developer shall obtain from the City each building permit necessary for the first phase of the Project (approximately 40 units and related common are as required in this Agreement, by applicable State law, by City code, and all other applicable law (the "Initial Building Permits"). (d) Prior to City's issuing the first ,Building Permit,, Developer shall both obtain approval from Agency of an record in the Official Records the covenants, conditions, all and restrictions providing for maintenance o commonly -owned property within the Project by a homeowners' association ("CC&Rs" ), which CC&Rsrt provide that the City and Agency are third party beneficiaries with the right, but not the obligation, to enforce the terms thereof. (e) Agency agrees to fully cooperate with, and assist, at Tract no cost to Agency, Developer in its pursuit of the Map, Initial Building Permits, and the CC&Rs ("Post Closing Entitlements"), subject to Agency's exercise of its legislative discretion and without any representation, warranty, or guaranty by Agency that the City will issue or 119/015610-0043 514465.04 PM04 Santa Rosa Development, Inc. Best, Best & Krieger, LLP June 22, 2004 Page 4 approve, or will issue or approve the same with conditions, any of the Post Closing Entitlements. Without limiting the shall generality of the foregoing, where required, Agency review all submittals by Developer in a timely manner and shall provide Developer with all information, in Agency's possession or control, that Developer may reasonably request in writing in connection with the Post Closing Entitlements. D. Section 204 of the Agreement is hereby amended to add the following paragraph at the end thereof, which Developer and Agency hereby agree shall provide as follows: "In addition to the foregoing Agency's Conditions to Close, conveyance of the Site to Developer shall be conditioned on the close of Escrow of that real property more specifically described in the Agreement for Purchase and Sale and Escrow Instructions dated January 22, 2003, by and between Agency and Developer, which close shall be simultaneous with the close of Escrow under this Agreement. F. The first two paragraphs of Section 1 of the Option Agreement (Attachment No. 7 to the Agreement) are hereby revised to read as follows: Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails either (i) to commence construction of the Project (for the purposes of this Option Agreement, "commencement of construction of the Project" shall be defined as Developer's substantial commencement, and thereafter uninterrupted continuation, of excavation work on the Site) within one hundred eighty (180) days after the Effective Date, subject to Sections 4(b) and 4(h)� below; or (ii) fails to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement within the time periods specified in said subsections. In the event of Developer's failure to commence construction within such one hundred eighty (180) day time period or failure to comply with the provisions of Section 119/015610-0043 514465.04 PM04 Santa Rosa Development, Inc. Best, Best & Krieger, LLP June 22, 2004 Page 5 305(b), (c) or (d) of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following (1) the expiration of the one hundred eighty (180) day period described above, or (2) Developer's failure to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement (as applicable) ("Repurchase Option I Period"). [SIGNATURE PAGE TO FOLLOW] 119/015610-0043 514465.04 PM04 Jun-22-04 02:11pm From-RUTAN & TUCKER LLP 714-546-9035 T-145 P.05/05 F-791 Santa Rosa I)Ovciopmmm inc. Best, Best & Krieger. Li.P Jws 22, 2004 Page 6 Developer and Ag ►cy have caused thair duly audmizod reptve5 to- cxwm this Ameaftent No, I on th6 doW set forth below. "DEVEWPER" SANTA ROSA DEVEI.OPMM, INC., a California coxp By: Name: Is: n Date: "AGENCY" LA QUYNTA REDEVELwmENT GENCY a p�uEb b y, coorpotmame By' Executive D' yr Date: 2-7wa APPROVED AS TO FORM: LLP . fur the La ZIn nQu' a �t AgMY slootM10406 Sl„0.00 M EXHIBIT "A" SCHEDULE OF PERFORMANCE ACTIVITY TIME FRAME 1. __AgLncy 2. __Agencya roves this A eement. Agency and Developer execute January 7, 2003. Within ten (10) business days of approval of 3. Agreement and open Escrow. Developer provides evidence of insurance A eement b A enc . Within ten (10) days after approval of 4. to Agency. --Agreement Developer submits initial set of by Agency. Within seventy-five (75) days after approval documents to City as necessary to prepare of Agreement by Agency (for initial and process Specific Plan, tentative tract submittal). map and Site Development Plan for the Project and thereafter diligently tapes all necessary actions to obtain City approval 5. of the same. Agency and Developer close Escrow on Within ten (10) business days after the City Agency's transfer of title to Site to approves the Project Entitlements, but in no Developer. event later than one (1) year after the Effective Date, and provided that Developer has satisfied all of the Agency's Conditions to Close. 6. Developer processes through the City and Within one hundred twenty (120) days after causes to be recorded a final Tract Map the close of Escrow. 7. for the Project. Developer processes through the City and Within thirty (30) days following recordation obtains all of the remaining Project of the Tract Map. Entitlements, including the Initial 8. Building Permits. Developer shall both obtain approval Prior to City issuing any of the Initial from Agency of and record in the Official Building Permits. Records the covenants, conditions, and restrictions providing for maintenance of all commonly owned -property within the "Project" (as that term is defined in Section 302) by a homeowners' association ("CC&Rs"), which CC&Rs provide that the City and Agency are third party beneficiaries with the right, but not the obligation, to enforce the terms 9. thereof. Developer commences construction on the Within sixty (60) days after recordation of the Project. Tract Ma . 119/015610-0043 -7- 514465.04 PM04 Santa Rosa Development, Inc. Best Best & Krieger, LLP June 22, 2004 Page 8 10. Developer completes construction of pool and restroom facilities. 11. Developer receives certificate of occupancy for final house. 12. Agency issues a Certificate of Completion for the improvements or provides Developer with a written explanation of reasons why such a Certificate shall not be issued. On or before the date Developer receives certificate of occupancy for thirtieth (30th) house. On or before January 31, 2007; provided, however, that in the event Developer submits evidence satisfactory to Agency, in Agency's reasonable discretion, demonstrating that home sales in the Coachella Valley are currently declining, due to market -driven factors beyond the reasonable control of Developer, Agency agrees to meet and confer with Developer to discuss extending the time for Developer's performance of this item. Within ten (10) days after Agency receipt of written request from Developer for Certificate of Completion pursuant to Section 315 of the Agreement. It is understood that the foregoing. Schedule is subject to all of the terms and conditions of the text of the Agreement. The summary of items of performance in the Schedule is -not intended to supercede or modify'any more complete description in the text; in the event of any conflict or inconsistency between this Schedule and text of the Agreement, the text of the Agreement shall govern. 119/015610-0043 -8- 514465.04 PM04 Santa Rosa Development, Inc. 46753 Adams Street La Quinta, CA 92253 760-771-3345 Fax 760-771-0686 June 21, 2004 Thomas P, Genovese, Executive Director La Quinta Redevelopment Agency 78495 Calle Tampico La Quinta, CA 92253 Re: Request for Closing Date — Tract 31311— Affordable Housing Dear Tom, Pursuant to that certain Affordable Housing Agreement ("Agreement") by and between the La Quinta Redevelopment Agency ("Seller") and Santa Rosa Development, Inc. ("Developer"), Developer is hereby requesting that Seller; a) review and approve Developer's specific conditions precedent as detailed in Section D. [204] "Conditions Precedent to the Transfer of the Site of the Agreement and a modified by that certain Amendment No. 1 dated June 18, 2004, b) provide written approval of the satisfaction of a Condition Precedent where necessary, and c) agree to a Closing Date of July 1, 2004. Developer's Satisfaction of the "Conditions Precedent to the Transfer of the Site" are as follows: 1) "The Developer shall not be in default of this Agreement" The Developer hereby certifies it is not in default of the Agreement. 2) "The Developer provides to the Executive Director insurance certificates conforming to Section 308 of this Agreement" Insurance certificates are attached. 3 "The Developer shall have executed and deposited with escrow for recordation and delivery to the Agency the Declaration and the "Option Agreement (as that term is defined in Section 513 hereof) " The executed "Option Agreement" shall be deposited to Escrow prior to the Closing Date. 4 "The Developer shall have provided a conditional loan approval or other evidence of financing t ancin reasonably satisfactory to the Agency Executive Director suff cient to perform Developer's responsibilities for construction of the Project pursuant to this Agreement" Evidence of financial capacity and conditional financing attached. 5) "The Developer has approved the environmental condition of the Site and agrees to acquire the Site in its present condition " Developer will provide written approval of the environmental condition of the Site to Escrow prior to the Closing Date. 6 "The Developer shall have processed and obtained all of the "Project Entitlements " (as that term is defined in Section 305) " Developer has processed and obtained all "Project Entitlements" as defined by the Agreement and modified by that certain Amendment No. 1 to the Agreement. Developer has opened an Escrow account #346076 at Commerce Title, Palm Desert, (contact Tiffany Robinson (760) 340-2592) to receive and distribute documents and funds. We look forward to an easy closing and the successful completion of this project. Please contact my office if you require additional information. Sincerely, Michael J. Shovlin, President RBC Builder Finance TERM SHEET June 3, 2004 Re: Watercolors 149 Lots La Quinta, CA The following information represents the general and partial terms and conditions which constitute a basis for RBC Centura Bank (RBCBF) to initiate underwriting and consider a request for financing. No underwriting of any specific loan request will begin until the proposed borrower/sponsor has completed the RBCBF builder/developer credit application, submitted an acknowledged and executed copy of this term sheet and paid to RBCBF any required good faith deposit. The partial terms stated below are for information purposes only and are provided to assist a prospective borrower/sponsor in its decision to potentially seek financing with RBCBF. None of the information contained herein is to be construed as a commitment to provide financing. Any commitment to provide financing will only be provided to a prospective borrower/sponsor after completion of the RBCBF due diligence process, and upon RBCBF's issuance of a commitment letter which contains the specific terms and conditions of any approved financing. The due diligence process, at any time, during, or, at completion, may result in a determination not to approve a financing request. EXCEPT AS OTHERWISE STATED, ALL OF THE INFORMATION BELOW ARE ESTIMATES AND ANY SUBSEQUENTLY APPROVED TERMS MAY BE OUTSIDE OF THE ESTIMATES PROVIDED ON THE ABOVE DATE. ACQUISITION & DEVELOPMENT FINANCING Borrower: Guarantor(s): Estimated Loan Amount: Loan to Value: Loan to Cost: Estimated Cash Equity Requirement: Interest Rate: Loan/Origination Fee: Loan Term: Lot Release Provision: Exit Fee: Santa Rosa Development, Inc. Michael J. and Claudia Shovlin $7,412,889 Not to exceed 67% Not to exceed 75% $3,660,000* (*$2,760,000 Land, $800,000 from City of La Quinta for various fees, and $100,000 cash equity from borrower). 30 Day LIBOR + 4.15% 1.50% 18 months with one 6 month extension with a 0.50% extension fee 105% ($52,238/lot) None .Watercolors 613/04 REVOLVING COMMITTED LINE OF CREDIT — CONSTRUCTION FINANCING Borrower: Santa Rosa Development, Inc. Guarantor(s): Michael J. and Claudia Shovlin Estimated Loan Amount: $15,000,000 Max. Loan to Value: Not to exceed 85% Max. Loan to Cost: Not to exceed 90% Interest Rate: 30 Day LIBOR + 4.00% Loan/Origination Fees: 1.25% Line Term: 12 months Unit Terms: Spec & Sold Units -12 months Required Starts per Quarter 3 Model units by 12/1/04 37 units by 3/1 /05 46 units by 6/1 /05. 37 units by 10/1 /05 26 units by 2/1/06 Release Provisions: 115% of committed amount. 15% acceleration to be applied to A&D loan until paid in full, then to the oldest phase under the committed line. Speculative Units: Maximum spec units not to exceed 25 units. At least 50% of the units in Phase 1 must be sold in order to begin Phase 2 and for each consecutive phase that follows. Additionally, the proposed borrower and guarantor(s) may be required, at RBCBF's sole discretion, to comply with tangible net worth and debt -to -worth loan covenants in addition to any subsequent approved terms. The above information may or may not be applicable to any subsequently approved financing. The following. information represents some of the required conditions of any ultimately approved financing request: 1. A current narrative appraisal prepared by an approved RBCBF appraiser. 2. Satisfactory review of due diligence material submitted to RBCBF or its agent. 3. RBCBF will consider, if requested by borrower, financing G&A expenses (limited to 3% of revenue) as part of the overall budget after negotiations with the prospective borrower/sponsor/guarantor and RBCBF's satisfaction that inclusion of G&A expenses in the overall loan budget is appropriate. 4. Third party review of A&D budget and development plans by an approved RBCBF engineer. 5. Borrower submission of monthly inventory reports. 6. Borrower submission of quarterly GAAP based balance sheet and P&L statements including appropriate eliminating entries of related party interests. 7. Submission of quarterly financial reporting by co-borrowers/guarantors as may be required by RBCBF. 8. Related parties receiving fees or economic benefit from the activities of any project financed by RBCBF will be co -borrowers or guarantors. 9. All related documents between the borrower and the City of La Quints must be reviewed and approved by RBCBF's legal counsel prior to completion of the underwriting at borrower's expense. Watercolors 613104 Should the above terms be of interest, a prospective borrower, sponsor please sign below and return to RBCBF a total Good Faith Deposit $10,000. The good faith deposit shall be first applied against any third party costs and reasonable costs bore by RBCBF during its due diligence and underwriting process. Any remaining amount of the good faith deposit shall be applied against the origination/loan fees in the event any requested financing is approved the decision making process of RBCBF. The Good Faith Deposit shall not be refundable should the Borrower elect not to proceed with an approved financing proposal. Receipt of an executed term sheet, with the good faith deposit, and submission of a completed RBCBF loan application will serve as authorization for RBCBF to commence the underwriting process of a loan request at the expense of the proposed borrower. This term sheet may not be relied upon any third party and is being provided with the understanding that neither it nor its substance shall be disclosed to any other third party. Once again, this term sheet and its contents is not an offer or commitment to lend money. The information contained in this term sheet is for discussion purposes only and, therefore, remains subject to modification. Further, the terms discussed above shall expire on 6/18/04. Acknowledged By: Signatu Ike Z� Printed Name Title 4 DUD veserz ki6i 4wvv& vv. iui Avvlt iu. uv lzl. Policy Number: Date Entered: 6/26/2004 ACQRL. CERTIFICATE OF LIABILITY INSURANCE ATE IMINOW"IM 8/28 2003 8/28/2003 PIWDI m noRY 6 ASSOCIATRS I118DR"CE 224 E. 40th St. CA, DOI Lic. * 0306157 Saa 8�raardiao , CA 92404 (909) 881-4640 97-45-379 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER ' THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # woumo CONSOLIDATED CCIMACTIWO INIC DBA: DCD DMLOVAWM INC i DESERT CITINS SANTA R09A DSVSLOPW=T INC 46-753 Adatlme 8t. La Quinta, CA 92233- INSURER A: Evanston Daurance Cava" INsuRER aKi.d Can =nsurauc* CcuPMY INSURER C. [ INSURER01 INSURER E: COYENAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE UMITS SHOVIM MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY NL4I�SR P'OLN:Y ormc Wt !'01.1CY �XPMTIDiwI umn LTA i A TYPA Op vdffimwk� LrtAlpuTY COMMERCIAL GENEIiALLIABILITY CLAWS MADE ® OCCUR 03GLY1006868 8/112003 EACH OCCURRENCEQIIINVAL 8/1/2004 �,DAMAE Emome MED E)<P A one �_ PERSONALILADV INJURY GEN94AL At3GREG1ITE000 PRODUCTS - COMP�OP AGO $1, 000, 000 $ so, ono. f s 1, OaO, a00 i GN L AGNEIiATE UMT APPLIES PER ( . POLICY 71 UDC s 1, 0a0 , 000 8 AMTpWMIJI UAIKIn ANY AUTO ALL OWNED AUTOS ! SCHEDULED AUTOS 160232 I HRED AJTO,S NON-OVW*D AUTOS j 24 67 1/1/2004 f I ` COMBa�SIMXE UNIT (esI BOOILY INJURY 1/2/2003 (FwPmw) ; BO LY UIRY PROPERTY aAMAGE (per modde m I S1,000,000 s $ I -- ---- s GARAWLAKJTY ANY AUTO ! I AUTO ONLY - EA ACCIDENT s OTHER THAN EAACC AUTO ONLY: AGO s $ i MCC898ROMULLA LUOUTY OCCUR CLAIMS MADE i DECUCTIBLE RETENTION IITORYLU WOItlQM COM�■f1sJ►T10NAND I !LlLOYE11;' LIA ULiTtt ANY pROPRIETORIPARTNeIlJD�CUTNE OPPICEPARAW DGCLUD m q YID, P� Rov� bo ( i ! , EACH OCCURRENCE s AGGREGATE $ a , -- s wCS A E.L. EACH ACCIDENT I E.L. DISEASE - EA EMPLOYEE I E.L.DISEASE -POLICY LIMIT i OTHIR i �.�o°s�iu0�pir��aveEcw iexcwslDNd Aoo®sYEIIooItMtMarTr sPscw. PRauaINONs Its.. SAtiTA ROSA D=ViLOPAmw CITY OIr LA Q=IMU' IT'S OMCZRS, DiRZCTQtiiA, BOPLrRVISOR>!, BOARD FRB, RmLIC OlTICIALS , ANTS AND F,IIIsPIonas ARS NAMSD ADDITIOIO" INSUMS ,.ITV Or LL Qumm 78-495 CAMA TMJ?ICO Ea QVIIIm, CA 92253 SNOULD ANY OP TIM AWA 0@9WAND POUMS Mt CAN=UAD UPORE THE EXPIIATION DATE fllE.M THE MNMO INIJM wIIJ.opggWTo lAL30 DAYS WWMN Noy= To TW ceRTrrA M HOLCUR NAMED TO TM! Ull", ! ® ACORD CORPORATION 1988 ACORD 25 (2001108) 06/18?12004 16:03 TEL -DCD Desert Citt 4003 NAMED INSURED: CONSOLIDATED CONTRACTING, INC DBA: SANTA ROSA DEVELOPMENT INC. DCD DEVELOPMENT, INC AND DESERT CITIES DEVELOPMENT POLICY NUMBER: 03GLP 1006868 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CG20101185 ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: - R:E c._-SANYAr- RASA-'DEVELOPEMENT CITY OF LA QUINTA IT'S OFFICERS, DIRECTORS, SUPMVISORS, BOARD MEMBERS, PUBLIC .OFFIZIALS_,.-AiGSN-TE--AND EMPLOYEES ARE NAMED ADDITIONAL INSURED. WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your work performed for that insured by you or for you., or act or omissions of the additional insured(s) in connection with their general supervision of your work at the location shown on the schedule. Prunary/Non-contributing Clause — Such insurance afforded by this policy for the benefit of the additional insured shall be primary insurance but only Avith respect to any claims, loss or liability arising out of the operations of the named insured, and any insurance maintained by the additional insured shall be non-contributing. 30-day Cancellation Notice — It is understood and agreed that in the event of cancellation of the policy for any reason other than non-payment of premium, thirty (30) days written . notice will be sent VVi 1Vi iVV't Li.. G( 1LL POLICYHOLDER COPY STATE R•0• SOX 420807, SAN FRANCISCO, CA 94142-0807 COMPRNsAT10N FUN O CERTIFICATE OF WORKERS° COMPENSATION INSURANCE ISSUE DATE: 06-16-2004 GROUP: POLICY NUM6ER: 170^ ;-9-2004 CERTIFICATE 1 D: 2 CERTIFICATE EXPIRES: 01-01-2005 05-14-2004/01-01.2009 CITY OF LA OUINTA 78-495 CALLE TAMPICO LA QUn4TA CA 92253 JOB, PROJECT: SANTA ROSA rEVELOPMEN'T This is to certify that we have issued a valid Worker's Compensation insurance policy it a form approved by the C- lftmia Insuranoe CornmiWoner to the employer narned below for the policy period indicated. This policy is not subject to canoeliation by th0 Fund except upon 10 days advance written notice to the employer. We will also give you 10 days advance notice should #his policy be cancelled prior to its normal expiration. This ceraficaia of insurance is not an insurance policy and does not emend, extend or alter the coverage afforded by the Policies listed herein. Notwistartding any requirement, term or condition of any eentred or other document with respect to which this cartftale of inaumncae mey be Issued or may pertain, the Invunanoe afforded by the polities demlbad herein is subject to sill the terms, exclusions, and conditions, of such policies. INgr EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER 0CCMRZN:'1E. EMORSEMENT #1600 - MICWaL SHOVLIN, PRESIDENT - EXCLUDED. ENDOR51MM4T #1600 - CLAUDIA SHOVLIX, SECRETARY MEASMIR - EXCLUDED. GmKoyeft DCD DEVELOPMENT INC DEA: OESMT CITIS DVLPMNT INC & CKSLDTD 46-753 ADAMS STREET LA QVINTA CA 92253 NCA11 C:O6t6%"W 301F 1G20a: A4l1a eft c&0 =w * W I You as a to r t,.searra k 1m rsaw `OFFICULSTAIE FUND DOCUMHNT- ;;AGE I CF 1 AFFORDABLE HOUSING AGREEMENT BY AND BETWEEN LA QUINTA REDEVELOPMENT AGENCY AND SANTA ROSA DEVELOPMENT, INC. 882/015610-0043 346077.05 a01/15/03 TABLE OF CONTENTS Page I. [100] SUBJECT OF AGREEMENT............................................................................... l A. [101] Purpose of Agreement................................................................................1 B. [102] The Redevelopment Plan........................................................................... I C. [103] The Project Area.........................................................................................2 D. [104] The Site.......................................................................................................2 E. [105] Parties to the Agreement............................................................................2 1. [106] The Agency.................................................................................... 2 2. [107] The Developer................................................................................2 3. [ 108] Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of theSite......................................................................................................3 F. [109] Representations by the Developer..............................................................4 G. [110] Representations by the Agency.................................................................. 4 II. [200] AGENCY ASSISTANCE......................................................................................5 A. [201] Development Assistance............................................................................6 B. [202] Homebuyer Assistance...............................................................................6 C. [203] Buyer Affordable Housing Documents......................................................7 D. [204] Conditions Precedent to the Transfer of the Site ........................................ 7 E. [205] Acquisition of the Site; Purchase Price......................................................8 F. [206] Escrow........................................................................................................8 G. [207] Conveyance of Units to Eligible Buyers .................................................... 9 H. [208] Conveyance of Title and Delivery of Possession.......................................9 I. [209] Condition of Title.....................................................................................10 J. [210] Payment of the Purchase Price and Recordation of Deed........................10 K. [211] Title Insurance.......................................................................................... I I L. [212] Taxes and Assessments............................................................................11 M. [213] Conveyance Free of Possession............................................................... I I N. [214] Inspections; Condition of Site..................................................................11 1. Inspections..............................................................................................11 2. "As Is".....................................................................................................12 3. Indemnity................................................................................................12 4. Release and Waiver.................................................................................12 5. Definitions...............................................................................................13 6. Materiality...............................................................................................13 O. [215] Preliminary Work by the Developer........................................................14 III. [300] DEVELOPMENT OF THE SITE........................................................................14 A. [301] Development of the Site...........................................................................14 1. [302] Scope of Development.................................................................14 2. [303] Plans, Drawings, and Related Documents...................................14 3. [304] Review and Approval of Plans, Drawings, and Related Documents..............................................................................................15 882/015610-0043 _ 346077.05 a01/15/03 _1 Page 4. [305] Project Entitlements.....................................................................15 5. [306] Cost of Development....................................................................16 6. [307] Construction Schedule..................................................................16 7. [308] Indemnity; Insurance Requirements.............................................16 8. [309] City and Other Governmental Agency Permits ............................18 9. [310] Rights of Access...........................................................................18 10. [311 ] Local, State and Federal Laws.....................................................18 11. [312] Anti-Discrimination.....................................................................18 12. [313] Taxes and Assessments................................................................18 13. [314] Right of the Agency to Satisfy Other Liens on the Site AfterTitle Passes....................................................................................19 14. [315] Certificate of Completion.............................................................19 15. [316] No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases -Back or Other Financing for Development ................20 16. [317] Holder Not Obligated to Construct Improvements ......................20 17. [318] Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure.................................................21 18. [319] Failure of Holder to Complete Improvements .............................21 19. [320] Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default............................................................... 22 20. [321 ] Agency Agreement to Cooperate with Construction Lender..................................................................................................... 22 IV. [400] USE OF THE SITE..............................................................................................22 A. [401] Affordable Housing..................................................................................22 B. [402] Uses In Accordance with Redevelopment Plan; Nondiscrimination............................................................................................... 23 C. [403] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction...................................................24 D. [404] Maintenance of the Site............................................................................24 V. [500] DEFAULTS AND REMEDIES...........................................................................25 A. [501] Defaults -- General...................................................................................25 B. [502] Legal Actions...........................................................................................25 1. [503] Institution of Legal Actions; Attorney's Fees...............................25 2. [504] Applicable Law............................................................................ 25 3. [505] Acceptance of Service of Process................................................26 C. [506] Rights and Remedies Are Cumulative.....................................................26 D. [507] Inaction Not a Waiver of Default.............................................................26 E. [508] Remedies and Rights of Termination.......................................................26 1. [509] Defaults........................................................................................26 2. [510] Specific Performance...................................................................26 3. [511 ] Termination by the Developer...................................................... 27 4. [512] Termination by the Agency..........................................................27 5. [513] Option Agreement........................................................................27 6. [514] Right of Reverter..........................................................................28 882/015610-0043 346077.05 a01/15/03 -11- Page 7. [515] Agency's Option to Acquire Plans...............................................28 VI. [600] GENERAL PROVISIONS...................................................................................28 A. [601] Notices, Demands and Communications Between Parties.......................28 B. [602] Conflicts of Interest..................................................................................29 C. [603] Enforced Delay; Extension of Times of Performance .............................29 D. [604] Non -Liability of Officials and Employees of the Agency .......................29 E. [605] Interpretation; Entire Agreement, Waivers; Counterparts; Attachments........................................................................................................29 F. [605] No Brokers...............................................................................................30 G. [606] Amendments to this Agreement...............................................................30 ATTACHMENTS 1 Site Map 2 Legal Description 3 Scope of Development 4 Schedule of Performance 5 Grant Deed 6 Disbursement Schedule 7 Option Agreement 8 Declaration of Covenants, Conditions, and Restrictions For Property 9 Certificate of Completion 10 Form of Buyer Affordable Housing Documents I. [100] SUBJECT OF AGREEMENT...............................................................................1 A. [101] Purpose of Agreement................................................................................ I B. [102] The Redevelopment Plan........................................................................... I C. [103] The Project Area.........................................................................................2 D. [104] The Site.......................................................................................................2 E. [105] Parties to the Agreement............................................................................2 1. [106] The Agency....................................................................................2 2. [107] The Developer................................................................................2 3. [108] Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of theSite......................................................................................................3 F. [109] Representations by the Developer..............................................................4 G. [110] Representations by the Agency.................................................................. 4 882/015610-0043 346077.05 a01/15/03 -111- Page II. [200] AGENCY ASSISTANCE......................................................................................5 A. [201] Development Assistance............................................................................6 B. [202] Homebuyer Assistance...............................................................................6 C. [203] Buyer Affordable Housing Documents......................................................7 D. [204] Conditions Precedent to the Transfer of the Site........................................7 E. [205] Acquisition of the Site; Purchase Price......................................................8 F. [206] Escrow........................................................................................................8 G. [207] Conveyance of Units to Eligible Buyers .................................................... 9 H. [208] Conveyance of Title and Delivery of Possession.......................................9 I. [209] Condition of Title.....................................................................................10 J. [210] Payment of the Purchase Price and Recordation of Deed........................10 K. [211] Title Insurance..........................................................................................11 L. [212] Taxes and Assessments............................................................................11 M. [213] Conveyance Free of Possession............................................................... I I N. [214] Inspections; Condition of Site.................................................................. I I I. Inspections..............................................................................................11 2. "As Is".....................................................................................................12 3. Indemnity................................................................................................12 4. Release and Waiver.................................................................................12 5. Definitions...............................................................................................13 6. Materiality...............................................................................................13 O. [215] Preliminary Work by the Developer........................................................14 III. [300] DEVELOPMENT OF THE SITE........................................................................14 A. [301] Development of the Site...........................................................................14 1. [302] Scope of Development.................................................................14 2. [303] Plans, Drawings, and Related Documents...................................14 3. [304] Review and Approval of Plans, Drawings, and Related Documents..............................................................................................15 4. [305] Project Entitlements.....................................................................15 5. [306] Cost of Development....................................................................16 6. [307] Construction Schedule..................................................................16 7. [308] Indemnity; Insurance Requirements.............................................16 8. [309] City and Other Governmental Agency Permits ............................18 9. [310] Rights of Access...........................................................................18 10. [311] Local, State and Federal Laws.....................................................18 11. [312] Anti-Discrimination.....................................................................18 12. [313] Taxes and Assessments................................................................18 13. [314] Right of the Agency to Satisfy Other Liens on the Site AfterTitle Passes....................................................................................19 14. [315] Certificate of Completion.............................................................19 15. [316] No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases -Back or Other Financing for Development ................20 16. [317] Holder Not Obligated to Construct Improvements ...................... 20 17. [318] Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure.................................................21 882/015610-0043 346077.05 a01/15/03 -iv- Page 18. [319] Failure of Holder to Complete Improvements ............................. 21 19. [320] Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default...............................................................22 20. [321 ] Agency Agreement to Cooperate with Construction Lender..................................................................................................... 22 IV. [400] USE OF THE SITE..............................................................................................22 A. [401] Affordable Housing..................................................................................22 B. [402] Uses In Accordance with Redevelopment Plan; Nondiscrimination............................................................................................... 23 C. [403] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction...................................................24 D. [404] Maintenance of the Site............................................................................24 V. [500] DEFAULTS AND REMEDIES...........................................................................25 A. [501] Defaults -- General...................................................................................25 B. [502] Legal Actions...........................................................................................25 1. [503] Institution of Legal Actions; Attorney's Fees...............................25 2. [504] Applicable Law............................................................................25 3. [505] Acceptance of Service of Process................................................26 C. [506] Rights and Remedies Are Cumulative.....................................................26 D. [507] Inaction Not a Waiver of Default.............................................................26 E. [508] Remedies and Rights of Termination.......................................................26 1. [509] Defaults........................................................................................26 2. [510] Specific Performance...................................................................26 3. [511 ] Termination by the Developer......................................................27 4. [512] Termination by the Agency..........................................................27 5. [513] Option Agreement........................................................................27 6. [514] Right of Reverter..........................................................................28 7. [515] Agency's Option to Acquire Plans...............................................28 VI. [600] GENERAL PROVISIONS...................................................................................28 A. [601] Notices, Demands and Communications Between Parties.......................28 B. [602] Conflicts of Interest..................................................................................29 C. [603] Enforced Delay; Extension of Times of Performance .............................29 D. [604] Non -Liability of Officials and Employees of the Agency .......................29 E. [605] Interpretation; Entire Agreement, Waivers; Counterparts; Attachments........................................................................................................29 F. [605] No Brokers...............................................................................................30 G. [606] Amendments to this Agreement...............................................................30 882/015610-0043 —V_ 346077.05 a01/15/03 AFFORDABLE HOUSING AGREEMENT This Affordable Housing Agreement ("Agreement") is entered into as of the _ day of , 2003 ("Effective Date") by and between LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency") and SANTA ROSA DEVELOPMENT, INC., a California corporation (the "Developer"). The Agency and the Developer (collectively referred to as the "Parties") hereby agree as follows: I. [1001 SUBJECT OF AGREEMENT A. [1011 Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan for the La Quinta Redevelopment Project Area No. 2 (the "Project Area") by providing for the improvement of certain property situated within the Project Area, by assisting in the financing of the acquisition of the "Site" (as hereinafter defined) and the development thereon of a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project") to be sold to "Eligible Buyers" at an "Affordable Housing Cost" (as those terms are defined in Section 401 hereof). As used herein, the term "Unit" refers to each of the 149 single family dwelling units and the particular lot on which the unit is constructed, and the term "Units" refers to all of the 149 single family dwelling units and the lots on which they are constructed. The Units are subject to the Declaration of Covenants, Conditions, and Restrictions For Property, attached hereto and incorporated herein as Attachment No. 8 ("Declaration"). The 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 California Health and Safety Code Section 33334.2 to expend twenty percent (20%) of its increment funds to improve, increase and preserve the community's supply of low- and moderate -income housing. The acquisition and development of the Site and the occupancy of the single-family housing as developed for senior citizen households of limited incomes, all as provided in this Agreement, are in the vital and best interests of the City of La Quinta (the "City") and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. B. [1021 The Redevelopment Plan This Agreement is subject to the provisions of the Redevelopment Plan for the Project Area (the "Redevelopment Plan") which was approved and adopted by Ordinance No. 139 of the City Council of the City of La Quinta on the 16th day of May, 1989. Said ordinance and Redevelopment Plan are fully incorporated herein by reference. Any amendment hereafter to the Redevelopment Plan (as so approved and adopted) which changes the uses or development permitted on the Site as proposed in this Agreement, or otherwise changes the restrictions or controls that apply to the Site, or otherwise affects the Developer's obligations or rights with respect to the Site, shall not apply to the Site without the 882/015610-0043 346077.05 a01/15/03 written consent of the Developer. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Developer. C. r1031 The Project Area The Project Area is located in the City and is generally bounded by Washington Street, the northern corporate boundary, Jefferson Street and Avenue 50. The exact boundaries are as set out in the Redevelopment Plan. D. [1041 The Site The "Site" is currently owned by the Agency and consists of certain of real property at the corner of Avenue 48th and Adams Street located within the Project Area in the City of La Quinta, County of Riverside. The Site is depicted in the Site Map, which is attached hereto and incorporated herein as Attachment No. 1. The legal description of the Site is provided on Attachment No. 2, which is attached hereto and incorporated herein by this reference. E. r1051 Parties to the Agreement 1. [1061 The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health & Safety Code § 33000 et seq.). The principal office of the Agency is located at 78-495 Calle Tampico, La Quinta, California 92253, or such other address as Agency shall hereafter designate in writing to Developer. "Agency", as used in this Agreement, includes the La Quinta Redevelopment Agency and any and all assignees of or successors to its rights, powers and responsibilities. 2. r1071 The Developer The Developer is Santa Rosa Development, Inc. a California corporation. The principal office and mailing address of the Developer for purposes of this Agreement is 71084 Tamerisk Lane, Rancho Mirage, CA 92270. By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Developer have been obtained, and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do so. Whenever the term "Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest as herein provided. 882/015610-0043 _ 346077.05 a01/15/03 -2 3. [1081 Prohibition Against Change in 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 Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with the Developer. Consequently, no person, whether a voluntary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement nor shall the Developer assign all or any part of this Agreement or the Site without the prior written approval of the Agency. A voluntary or involuntary sale or transfer of any interest in the Developer of the Site prior to the issuance of a Certificate of Completion for the Project shall be deemed to constitute an assignment or transfer for the purposes of this Section 108, and the written approval of the Agency shall be required prior to effecting such an assignment or transfer. Any purported transfer, voluntarily or by operation of law, except with the prior written consent of the Agency, shall render this Agreement absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. Prior to the issuance of a Certificate of Completion for the Project on the Site, the Developer shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any rights or duties herein, nor make any total or partial sale, transfer, conveyance, or assignment of the whole or any part of the Site or any of the improvements thereon, without the prior written approval of the Agency. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site, or any interest therein shall not be required in connection with: (a) the conveyance or dedication of any portion of the Site to the City of La Quinta, or other appropriate governmental agency, including public utilities, where the granting of such easements permits or facilitates the development of the Project on the Site; or (b) any assignment of this Agreement or transfer of the Site, or any of the improvements located thereon, to a limited liability company in which Developer has a greater than fifty percent (50%) ownership and management interest; (c) any assignment of this Agreement or transfer of the Site, or any of the improvements located thereon, to any of Developer's principals or majority shareholders; (d) any assignment of this Agreement, or transfer of the Site and any of the improvements located thereon, to a general or limited partnership in which Developer is a general partner with a greater than fifty percent (50%) ownership and management interest; and (e) any assignment of this Agreement or transfer of the Site, or any of the improvements located thereon, by Developer's principals or majority shareholders to other entities or individuals, provided that after all such assignments in the aggregate, Developer's majority shareholders retain a greater than fifty percent (50%) ownership and management interest; and . Notwithstanding anything in this Section 108 to the contrary, no transfer or assignment by Developer or any successor in interest to Developer shall be effective unless and until the transferor and transferee execute and deliver to Agency an assignment and assumption agreement in a form and with content reasonably acceptable to Agency's legal counsel. This Section 108 shall not be applicable to the sales of Units to Eligible Buyers in accordance with this Agreement and no assignment and assumption agreement shall be required for the conveyance of a home to an Eligible Buyer. This Section 108 shall become inapplicable for each lot in the Site as to which the City has issued a Certificate of Occupancy for the Unit constructed thereon. 882/015610-0043 _ 346077.05 a01/15/03 —� F. [1091 Representations by the Developer The Developer represents and warrants to the Agency as follows: 1. The Developer is duly established and in good standing under the laws of the State of California and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. This Agreement is enforceable against the Developer in accordance with its terms. 2. The Developer does not have any contingent obligations or contractual agreements which will materially adversely affect the ability of the Developer to carry out its obligations hereunder. 3. There are no pending or, so far as is known to the Developer, threatened, legal proceedings to which the Developer is or may be made a party to or to which it or any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency, which will materially adversely affect the ability of the Developer to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, looking toward the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of the Developer to carry out its obligations hereunder. 5. The Developer has, and will as required by its obligations hereunder, dedicate, allocate and otherwise make available, sufficient financial and other resources to perform its obligations under this Agreement. Each of the foregoing items 1 to 5, inclusive, shall be deemed to be an ongoing representation and warranty and shall survive the close of escrow for the Site and shall continue until the sale of the last Unit in the Project. The Developer shall advise the Agency in writing if there is any change material pertaining to any matters set forth or referenced in the foregoing items 1 to 5, inclusive. G. (1101 Representations by the Agency The Agency represents and warrants to Developer as follows: 1. Agency is a public body, corporate and politic, existing pursuant to the California 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 herein and the execution, performance, and delivery of this Agreement by Agency has been fully authorized by all requisite actions on the part of Agency. The parties who have executed this Agreement on behalf of Agency are authorized to bind Agency by their signatures hereto. 882/015610-0043 _ 346077.05 a01/15/03 _4 2. Agency does not, as far as is known to Agency, have any contingent obligations or contractual agreements which will materially adversely affect the ability of Agency to carry out its obligations hereunder. 3. There are no pending or, so far as is known to Agency, threatened, legal proceedings 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 to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to Agency's best knowledge, threatened, looking toward the dissolution or liquidation of Agency and there is no action or proceeding pending or, to Agency's best knowledge, threatened by or against Agency which could affect the validity and enforceability of the terms of this Agreement, 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 law, ordinance, rule, regulation or requirement applicable to its use and operation. 6. Agency is not the subject of a bankruptcy proceeding. 7. To the best of Agency's actual knowledge, without duty of investigation, no Hazardous Materials (as defined in Section 214.5 below) are now or have been released, used, or stored on or within any portion of the Site in violation of applicable laws or regulations governing the release, use, or storage of Hazardous Materials, and there has not been any federal, state, or local enforcement, clean-up, removal, remedial, or other governmental or regulatory actions instituted or completed affecting the Site. As used in this Section 110, the term "knowledge" or "known" shall mean the actual (not constructive or imputed) knowledge of Agency, without any investigation or inquiry or duty of investigation or inquiry. II. 12001 AGENCY ASSISTANCE The Agency agrees to provide to Developer pursuant to the Agreement certain financial assistance and incentives in an amount not to exceed Eight Million Five Hundred Sixty -Four Thousand Eight Hundred Eighty -Seven Dollars ($8,564,887), which shall be composed of the "Acquisition Assistance," the "Development Assistance," and the "Homebuyer Assistance," (as those terms are defined below and as more particularly described in Sections 201 and 202 below) (collectively, the "Agency Assistance"). The Acquisition Assistance is composed of Agency's land acquisition costs for the Site. The Development Assistance is composed of Agency funding for processing and obtaining certain entitlements necessary for the Project and for payment of certain public fees connected with the Project. The Homebuyer Assistance is composed of Agency's provision of assistance for Eligible Buyers who purchase Units in the Project. The Agency Assistance has been funded from the Agency's Low and Moderate Income Housing Fund. Accordingly, Developer acknowledges and agrees that the use of the Site shall be subject to all of the income and affordability restrictions set forth in this Agreement, and the Declaration. 882/015610-0043 _ 346077.05 a01/15/03 -5 A. [201 1 Development Assistance. Agency shall provide, as part of the Agency Assistance, the Development Assistance, which shall be a grant to Developer in an amount not to exceed Eight Hundred Thousand Dollars ($800,000). Agency shall disburse the Development Assistance in accordance with the terms and conditions set forth in that certain disbursement schedule attached hereto and incorporated herein as Attachment No. 6 ("Disbursement Schedule"). B. r2021 Homebuyer Assistance Agency shall provide as part of the Agency Assistance a loan to each Eligible Buyer of a Unit in the Project ("Homebuyer Loan"). Each Homebuyer Loan shall be composed of (i) a cash component that Agency shall, prior to or concurrent with each close of escrow for the sale of a Unit to an Eligible Buyer, deposit into said escrow to be applied towards the purchase price of such Unit (the "Cash Component of Homebuyer Loan"); (ii) the Unit's pro-rata share of the Acquisition Assistance, which equals Five Thousand One Hundred Thirty -Three Dollars ($5,133) (the "Acquisition Assistance Component of Homebuyer Loan"); and the Unit's pro-rata share of the entitlement and other municipal fees required to develop the Project, which equals Five Thousand Three Hundred Sixty -Nine Dollars ($5,369) (the "Entitlement Component of Homebuyer Loan"). The Acquisition Component of Homebuyer Loan and the Entitlement Component of Homebuyer Loan represent assistance that Agency will already have provided to Developer to develop the Project, pursuant to this Agreement, and will be credited by the Developer towards the purchase price of each Unit by an Eligible Buyer by a reduction of the purchase price from the market price to the affordable purchase price. The cumulative amount of the Cash Component of Homebuyer Loan for all Units in the aggregate shall not exceed Seven Million Dollars ($7,000,000) (the "Homebuyer Assistance"). The amount of the Cash Component of Homebuyer Loan for each individual Unit shall be an amount up, but not exceeding, Forty -Eight Thousand Dollars ($48,000) ("Maximum Amount of Cash Component Per Unit"); provided, however, that in the event Developer locates an Eligible Buyer who will only be able to purchase a Unit if the Cash Component of Homebuyer Loan exceeds the Maximum Amount of Cash Component per Unit, the Agency may provide a Cash Component of Homebuyer Loan in an amount up to, but not exceeding, Fifty -Six Thousand Dollars ($56,000), if: (a) the Agency determines (1) that the additional amount requested is less than (x) the Maximum Amount of Cash Component Per Unit multiplied by the number of Units that have been sold, minus (y) the sum of the Cash Component of Homebuyer Loan amounts that Agency has provided to, or committed to provide to, the Units to date, or (2) that providing such additional amount is not likely to lead to the exhaustion of the Homebuyer Assistance prior to the time the last Unit is sold to an Eligible Buyer; and (b) the Developer agrees to provide, out of its own funds, the Cash Component of Homebuyer Loan towards the purchase price of the remaining Units in the event the Developer exhausts the full amount of the Homebuyer Assistance prior to the time the last Unit has been sold [in such event Developer's funds shall not be considered part of the Agency's Homebuyer Loan but shall be subject to a separate promissory note payable to Developer, with the same terms and conditions as the "Buyer Promissory Note" (as that term is described in Section 203)]. 882/015610-0043 _ 346077.05 a01/15/03 -6 Nothing herein shall prohibit or prevent Developer from providing, from Developer's own funds, additional contributions to the Homebuyer Assistance. C. r2031 Buyer Affordable Housing Documents Each buyer of a Unit shall be required to execute all of the following to assure the affordability of the Unit to Eligible Buyers for a period of forty-five (45) years following the date of transfer of said Unit from Developer to an Eligible Buyer ("Covenant Period"): (i) an affordable housing agreement that prohibits during the Covenant Period the resale of the Unit except to an Eligible Buyer and grants the Agency an option to purchase the Unit ("Option to Purchase") in the event the then -owner is unable to locate an Eligible Buyer ("Buyer Affordable Housing Agreement"); (ii) a memorandum reciting Agency's Option to Purchase ("Buyer Memorandum Re Option to Purchase"); (iii) a promissory note ("Buyer Promissory Note") whose terms shall include, (a) principal in the amount of the Homebuyer Loan, (b) seven percent (7%) interest per annum, compounded annually, (c) a 45-year term, (d) that no payments shall be due unless an "Event of Acceleration" (as that term is defined in the Declaration) occurs, triggering acceleration and repayment of the Homebuyer Loan Amount, (e) assumability by an Eligible Buyer, and (f) full credit of all payments at end of term if all conditions, covenants and restrictions have been satisfied; (iv) a second deed of trust securing the Buyer Promissory Note ("Buyer Second Trust Deed"); and (v) a disclosure statement acknowledging and consenting to all of the affordability and resale restrictions contained in the aforementioned documents ("Buyer Disclosure Statement"). The documents listed in clauses (i)-(v) above shall be collectively referred to herein as the "Buyer Affordable Housing Documents." Current sample forms of each of the Buyer Affordable Housing Documents are attached hereto and incorporated herein as Attachment No. 10. Said forms shall be subject to change to conform with this Agreement and all applicable Fannie Mae, HUD or other government or lender requirements. D. [2041 Conditions Precedent to the Transfer of the Site Prior to, and as conditions to conveyance of the Site by Agency to Developer and to funding any portion of the Agency Assistance (except as expressly provided below), the Developer shall complete each of the following by the respective times established therefor in that certain schedule attached hereto and incorporated herein as Attachment No. 4 ("Schedule of Performance") 1. the Developer shall not be in default of this Agreement; 2. the Developer provides to the Executive Director insurance certificates conforming to Section 308 of this Agreement; 3. the Developer shall have executed and deposited with escrow for recordation and delivery to the Agency the Declaration and the "Option Agreement" (as that term is defined in Section 513 hereof); 4. the Developer shall have provided a conditional loan approval or other evidence of financing reasonably satisfactory to the Agency Executive Director sufficient to perform Developer's responsibilities for construction of the Project pursuant to this Agreement; and 882/015610-0043 _ 346077.05 a01/15/03 -7 5. the Developer has approved the environmental condition of the Site and agrees to acquire the Site in its present condition. 6. the Developer shall have processed and obtained all of the "Project Entitlements" (as that term is defined in Section 305). The foregoing items numbered 1 to 6, inclusive, together constitute the "Agency's Conditions to Close" for the conveyance of the Site to the Developer and the funding of the Agency Assistance; provided however, that Developer may obtain certain portions of the Agency Assistance prior to the time it obtains the Project Entitlements, as set forth in the Disbursement Schedule. E. [2051 Acquisition of the Site; Purchase Price The Developer shall acquire a fee simple marketable title to the Site pursuant to a grant deed in the form attached hereto and incorporated herein as Attachment No. 5 ("Grant Deed"). Developer's purchase price for the Site is One Dollar ($1). F. F2061 Escrow 1. Opening of Escrow. Agency and Developer agree to open an escrow (the "Escrow") with First American Title Insurance Company, or with another mutually agreeable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance. This Agreement constitutes Agency's and Developer's escrow instructions for the Agency's sale and Developer's purchase of the Site and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 206, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. 2. Deposits Into Escrow. Agency and Developer shall deposit the following documents and pay into the Escrow the following fees, charges and costs promptly after the Escrow Agent has notified the Agency of the total amount of such fees, charges and costs, but not earlier than five (5) days prior to the scheduled date for closing the Escrow: a. Agency and Developer shall each pay one-half of the Escrow fee; b. Agency shall pay the costs, if any, of drawing the Grant Deed; Agency shall pay recording fees, if any; d. Agency and Developer shall pay their respective Notary fees; e. Agency shall pay the premium for the title insurance policy up to the amount set forth in Section 211 and Developer shall pay for its portion, if any, as set forth in Section 211. 882/015610-0043 _ 346077.05 a01/15/03 -$ f. Agency shall pay for any transfer tax and any state, county or city documentary stamps. g. Developer shall deposit with the Escrow Agent the executed Declaration and the Option Agreement. 3. Escrow Officer Obligations. The Escrow Officer shall notify the Agency when all outstanding documents, including the Grant Deed, the Declaration, and the Option Agreement, have been executed and submitted to Escrow by the applicable party. The Escrow Agent shall record the following documents in the following order of recordation: (1) Grant Deed, (2) Option Agreement, and (3) Declaration. All funds received in the Escrow shall be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest -earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. Any 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 as Escrow Agent under such amendment. The liability of the Escrow Agent in the capacity of escrow holder with respect to the Agency is limited to performance of the obligations imposed under it under Sections 206, 210, 211, and 212, of this Agreement. G. [2071 Conveyance of Units to Eligible Buyers Each Eligible Buyer of a Unit in the Project shall be required to execute a complete set of Buyer Affordable Housing Documents. At the time the Developer conveys a Unit in the Project to an Eligible Buyer, Agency agrees to subordinate the Declaration, the Buyer Affordable Housing Agreement, the Buyer Memorandum Re Option to Purchase, and the Buyer Second Deed of Trust to the first priority lien of any purchase money deed of trust by recording a subordination agreement in a form approved by Agency. H. [2081 Conveyance of Title and Delivery of Possession Provided that the Developer is not in default under this Agreement and all conditions precedent to such conveyance have occurred, and subject to any mutually agreed upon extensions of time, conveyance to the Developer of title to the Site shall be completed on or prior to the date specified in the Schedule of Performance. The Agency and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. Possession shall be delivered to the Developer concurrently with the conveyance of title, except that limited access may be permitted before conveyance of title as permitted in Section 214 of this Agreement. The Developer shall accept title and possession on said date. 882/015610-0043 _ 346077.05 a01/15/03 -9 I. [2091 Condition of Title The Agency shall convey to the Developer fee simple title to the Site free and clear of all recorded liens, encumbrances, encroachments, assessments, leases and taxes except as approved by Developer pursuant to this Section 209. Within five (5) days after the Effective Date, Agency shall cause First American Title Insurance Company, or another title company reasonably acceptable to Agency and Developer (the "Title Company"), to deliver to Developer a standard preliminary title report (the "Title Report") with respect to the Site, together with legible copies of the documents underlying the exceptions ("Exceptions") set forth in the Title Report. Developer shall have the right to reasonably approve or disapprove the Exceptions; provided, however, that the Developer hereby approves the Redevelopment Plan and the lien of current non -delinquent real property taxes and assessments, if any, as Exceptions. Developer shall have ten (10) business days from the date of receipt of the Title Report and the Exceptions pursuant to this Section 209 to give written notice to Agency of its approval or disapproval of any of such Exceptions. Developer's failure to give written approval of the Title Report within such time limit shall be deemed approval of the Title Report by Developer. If Developer notifies Agency of its disapproval of any Exceptions in the Title Report, Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within ten (10) business days after receiving written notice of Developer's disapproval or provide assurances satisfactory to Developer that such Exception(s) will be removed on or before conveyance of the Site. If Agency cannot or in its sole discretion does not elect to remove any of the disapproved Exceptions within that period, Developer shall have ten (10) business days after the expiration of such ten (10) business days to either give Agency written notice that it elects to proceed with the conveyance of the Site subject to the disapproved Exceptions or to give Agency written notice that it elects to terminate this Agreement. Developer's failure to give written notice of its election to proceed with the conveyance or to terminate this Agreement shall be deemed its election to proceed subject to the disapproved exceptions. Developer shall have the right to approve or disapprove any Exceptions reported by the Title Company after Developer has approved the condition of title for the Site (which are not created by Developer). Agency shall not voluntarily create any new exceptions to title following the date of this Agreement. J. F2101 Payment of the Purchase Price and Recordation of Deed The Developer shall deposit the Purchase Price, the executed and acknowledged Declaration, and Option Agreement, and other sums required hereunder, if any, with the Escrow Agent prior to the date for conveyance of the Site, provided that the Escrow Agent shall have notified the Developer in writing that the Grant Deed, properly executed and acknowledged by the Agency, has been delivered to the Escrow Agent and that title is in condition to be conveyed in conformity with the provisions of Section 209 of this Agreement. Upon close of the Escrow, the Escrow Agent shall record the Grant Deed for recordation among the land records in the Office of the County Recorder of Riverside County and shall deliver the Purchase Price and any other required sums to the Agency. Immediately following the recordation of the Grant Deed, the Escrow Agent shall record the Option Agreement and the Declaration, as provided in Section 206. 882/015610-0043 _10- 346077.05 a01/15/03 K. r211 1 Title Insurance Concurrently with recordation of the Grant Deed, the Escrow Agent shall instruct First American Title Insurance Company or some other title insurance company satisfactory to the Agency and the Developer having equal or greater financial responsibility ("Title Company"), to provide and deliver to the Developer an ALTA standard form policy of title insurance that does not require a survey issued by the Title Company insuring that the title is vested in the Developer, or its assignee, as applicable, in the condition required by Section 209 of this Agreement. The Title Company shall provide the Agency with a copy of the title insurance policy and the title insurance policy shall be in the amount of One Million Three Hundred Forty -Nine Thousand Six Hundred Thirty -Three Dollars ($1,349,633). The Agency shall pay the title insurance premium attributable to the ALTA standard form policy of title insurance. The Title Company shall, if requested by the Developer, increase the amount of the title insurance policy or provide the Developer with an extended policy, coverages, or endorsements. The Developer shall pay the portion of the premium associated with such extended or additional coverages or endorsements. L. r2121 Taxes and Assessments Ad valorem taxes and assessments, if any, on the Site, and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period commencing prior to conveyance of title shall be borne by the Agency. All ad valorem taxes and assessments levied or imposed for any period commencing after close of the Escrow shall be paid by the Developer. M. [2131 Conveyance Free of Possession The Site shall be conveyed free of any possession or right of possession by any person except that of the Developer and the easements and other encumbrances of record (subject to Developer's right to review the condition of title pursuant to Section 209). N. r2141 Inspections; Condition of Site 1. Inspections. The Developer shall conduct the Developer's own investigation of the Site, including but not limited to its physical condition, the soils and toxic conditions of the Site and all other matters which in the Developer's judgment affect or influence the Developer's proposed use of the Site and the Developer's willingness to develop the Site pursuant to this Agreement. The Developer's investigation may include, without limitation, the preparation by a duly licensed soils engineer of a soils report for the Site. Prior to the acquisition of the Site, the Developer shall provide written notice to the Agency of the Developer's determinations concerning the suitability of the physical condition of the Site. If, in the Developer's reasonable judgment, the physical condition of the Site 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 Agreement, then the Developer shall have the option either to (a) take any action necessary to place the Site in a condition suitable for development, at no cost to the Agency; or (b) terminate 882/015610-0043 -1 1- 346077.05 a01/15/03 this Agreement pursuant to the provisions of Section 511 hereof. If the Developer has not notified the Agency of its determinations concerning the suitability of the physical condition of the Site by the date scheduled for the close of Escrow, the Developer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section. 2. "As Is". The Agency has provided the Developer with all information of which it has actual knowledge concerning the physical condition of the Site, including, without limitation, information about any "Hazardous Materials," as defined below. The Developer acknowledges and agrees that any portion of the Site that it acquires from the Agency pursuant to this Agreement shall be purchased "AS IS" "WHERE IS" "WITH ALL FAULTS," in its current physical condition, with no warranties of any kind or nature, express or implied, except those warranties set forth in Section 110.7 above, as to the physical condition thereof, the presence or absence of any latent or patent condition thereon or therein, including, without limitation, any Hazardous Materials thereon or therein, and any other matters affecting the Site. 3. Indemnity. The Developer agrees, from and after the date of recordation of the Grant Deed, to defend, indemnify, protect and hold harmless the Agency and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Indemnities") from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, "Environmental Response Actions" (as defined in subsection 5 below), claims, losses, damages, fines, penalties, expenses, `Environmental Response Costs" (as defined in subsection 5 below) or costs of any kind or nature whatsoever, together with fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), occurring during and caused by Developer's use and occupancy of the Site, and resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials at, on, in, beneath or from the Site, unless caused by the negligence or willful misconduct of Indemnities. The Developer's defense, indemnification, protection and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim or demand regarding the Hazardous Materials, at the Developer's sole cost. Notwithstanding the foregoing, the Agency agrees to indemnify, defend, and hold Developer harmless for, from, and against any and all claims, demands, liabilities, costs, expenses, Environmental Response Actions, Environmental Response Costs, damages, cause or causes or action of any nature whatsoever arising from any misrepresentation or breach of the warranty set forth in Section 110.7 above, or otherwise resulting from or in connection with the generation, storage, handling, transportation, use, and/or release of Hazardous Materials at, on, in, beneath, or from the Site by the Agency or during the Agency's ownership or possession of the Site. 4. Release and Waiver. Subject to the exceptions set forth in Section 214.3 above, the Developer hereby releases and waives all rights, causes of action and claims the Developer has or may have in the future against the Indemnities arising out of or in connection with any Hazardous Materials at, 882/015610-0043 -12- 346077.05 a01/15/03 on, in, beneath or from the Site. In furtherance of the intentions set forth herein, the Developer acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected this settlement with the debtor." The Developer hereby waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or nonstatutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Section 214. 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, interaction with environmental regulatory agencies, obligations and undertakings associated with environmental investigations, removal activities, remediation activities or responses to inquiries and notice letters, as may be sought, initiated or required in connection with any local, state or federal governmental or private party claims, including any claims 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," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of California law; (2) petroleum; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 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 Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903) or its implementing regulations; (8) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); or (9) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property. 6. Materiality. The Developer acknowledges and agrees that the defense, indemnification, protection and hold harmless obligations of the Developer for the benefit of the Agency set forth in this Agreement are a material element of the consideration to the Agency for the performance of its obligations under this Agreement, and that the Agency would not have entered this Agreement unless the Developer's obligations were as provided for herein. 882/015610-0043 -13 - 346077.05 a01/15/03 O. r2151 Preliminary Work by the Developer Prior to the conveyance of title to the Site from the Agency to the Developer, representatives of the Developer shall have the right of access to the Site at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement. Prior to Developer's entry on the Site pursuant to this Section, Developer shall procure the insurance described in Section 308 below. The Developer shall indemnify, defend, and hold harmless the Agency and its officers, officials, employees, agents, and representatives, for any injury or damages arising out of any activity pursuant to this section. The Developer shall have access to all data and information on the Site available to the Agency, but without warranty or representation by the Agency as to the completeness, correctness or validity of such data and information. Any preliminary work undertaken on the Site by the Developer prior to conveyance of title thereto shall be done only after written consent of the Agency and at the sole expense of the Developer. The Developer shall save and protect the Agency against any claims resulting 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 Developer 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 appropriate governmental agencies. IIL 13001 DEVELOPMENT OF THE SITE A. [3011 Development of the Site 1. [3021 Scope of Development The Project will be comprised of the construction of not less than one hundred forty-nine (149) single family detached housing units, and shall include all of the onsite private improvements necessary for the development in accordance with approved plans and permits, all as set forth in this Agreement and in the scope of development attached hereto and incorporated herein as Attachment No. 3 ("Scope of Development"). Upon close of the Escrow, the Developer shall commence and complete construction of the Project on the Site by the time established therefor in the Schedule of Performance. 2. [3031 Plans, Drawings, and Related Documents By the time set forth therefor in the applicable items in the Schedule of Performance, the Developer shall prepare and submit to the City for its approval all plans, drawings, and documents for the Project in conformance with all 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 the aforementioned documents, except as changes may be mutually agreed upon between the Developer and the Agency; provided that any changes shall be consistent with the material terms of this Agreement. 882/015610-0043 -14- 346077.05 a01/15/03 The landscaping and finish grading plans, if any finish grading plans are required by the City, shall be prepared by a professional landscape architect or registered civil engineer who may be the same firm as the Developer's architect or civil engineer. During the preparation of all drawings and plans, staff of 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 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. [3041 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 Project, 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; provided, however, Agency shall provide Developer with a detailed written report of any such deficiency or noncompliance with procedures and Developer shall revise and resubmit such plans in accordance with the Schedule of Performance and such written report. If the Developer desires to make any substantial changes in the construction plans for the Project after the approval thereof by the Agency and the City, the Developer shall submit the proposed changes 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, the Agency will approve the proposed change and will endeavor to obtain, at no cost to Agency, the City's approval of the same. 4. [3051 Project Entitlements Prior to, and as one of the Agency's Conditions to Close, as set forth in Section 204, Developer shall (i) prepare a tract map subdividing the Site from adjacent real property owned by the Agency ("Tract Map"), (ii) prepare and obtain approval from the City of La Quinta ("City") covenants, conditions, and restrictions providing for maintenance of all commonly - owned property within the Project by a homeowners' association ("CC&Rs"), which CC&Rs provide that the City and Agency are third party beneficiaries with the right, but not the obligation, to enforce the terms thereof, (iii) obtain from the City of La Quinta approval for all plans, drawings, and related documents required for the Project, such that immediately after the close of escrow for the Site Developer shall be entitled to obtain grading and building permits for the Project; and (iv) obtain from the City of La Quinta all permits and entitlements necessary for the Project as required in this Agreement, by applicable State law, by City code, and all other applicable law, including but not limited to a site development plan, a Specific Plan, any 882/015610-0043 -15 - 346077.05 a01/15/03 conditional use permit, any zone change, any variance, any vacation of public rights of way, and any approvals or certifications as required by the California Environmental Quality Act (California Public Resources Code § 21000 et seq.), the approval of which by the City of La Quinta is subject to the City's legislative discretion (all of the foregoing, the "Project Entitlements"). Agency agrees to fully cooperate with, and assist, at no cost to Agency, Developer in its pursuit of Project Entitlements, subject to Agency's exercise of its legislative discretion and without any representation, warranty, or guaranty by Agency that the City will issue, or will issue with conditions, any Project Entitlement. Without limiting the generality of the foregoing, Agency shall review all submittals by Developer in a timely manner and shall provide Developer with all information, in Agency's possession or control, that Developer may reasonably request in writing in connection with the Project Entitlements (or the pursuit thereof). In addition, Agency shall prepare, with funds deposited by Developer (or deducted from the Second Disbursement, as that term is defined in the Disbursement Schedule; provided, however, if the expenditure is not eligible for reimbursement under the terms of the Disbursement Schedule Developer shall repay the amount to Agency), all necessary environmental documents as required by applicable law, including but not limited to the California Environmental Quality Act, for approval or certification, as the case may be, by the City of La Quinta. 5. F3061 Cost of Development With the exception of the Agency Assistance, all costs for planning, designing, and constructing the Project, including but not limited to all development and building fees, broker's fees and commissions, Site remediation (if any), grading and preparation costs, off -site and on -site construction and improvement costs 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. 6. f 3071 Construction Schedule The Developer shall commence and complete construction of the Project by the respective times established therefor in the Schedule of Performance. 7. F3081 Indemnity; Insurance Requirements The Developer shall indemnify, defend, and hold harmless the Agency and the City, and their respective officers, officials, employees, agents, and representatives, from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including expert witness fees, attorneys fees, and costs), which may be caused by any of the Developer's activities under this Agreement. Commencing with Effective Date hereof and ending on the sale of the last Unit to an Eligible Buyer, Developer shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the Executive Director, the following policies of insurance: A policy of commercial general liability insurance written on a per occurrence basis in an amount not less than: (A) for death and bodily injury, either (i) a combined single limit of Three Million Dollars ($3,000,000.00) or (ii) Three Million Dollars ($3,000,000) per person and Three Million Dollars ($3,000,000.00) per occurrence, and Three Million Dollars 892/015610-0043 -16- 346077.05 a01/15/03 ($3,000,000.00) in the aggregate, and (B) for property damage, Three Million Dollars ($3,000,000.00) per occurrence. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure, and provide legal defense for both the Developer and Agency against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Developer in the course of carrying out the work or services contemplated in this Agreement. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (1) bodily injury liability limits of Three Million Dollars ($3,000,000.00) per person and Three Million Dollars ($3,000,000.00) per occurrence, and property damage liability limits of Three Million Dollars ($3,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) in the aggregate or (ii) combined single limit liability of Three Million Dollars ($3,000,000.00). Said policy shall include coverage for owned, non -owned, leased, and hired cars. The following additional requirements shall apply to all of the above policies of insurance: All of the above policies of insurance shall be primary insurance and, except the Worker's Compensation insurance, shall name Agency, City, and their respective officers, officials, members, employees, agents, and representatives as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against Agency, City, and their officers, officials, members, employees, agents, and representatives, and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days' prior written notice to Agency and City. In the event any of said policies of insurance are cancelled, the Developer shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Executive Director. Not later than the Effective Date of this Agreement, Developer shall provide the Executive Director with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders shall be subject to the reasonable approval of the Executive Director. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of City ("Risk Manager") due to unique circumstances. The policies of insurance required by this Agreement shall not require Developer to meet a deductible of more than One Hundred Thousand Dollars ($100,000) unless approved in writing by Agency's Executive Director in his or her sole and absolute discretion. Developer agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which Developer may be held responsible for the payment of 882/015610-0043 346077.05 a01/15/03 -1 _ damages to any persons or property resulting from the Developer's activities or the activities of any person or persons for which the Developer is otherwise responsible. 8. r3091 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, subject to Section 201, 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 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 meet the requirements of the La Quinta Municipal Code. 9. [3101 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 310. 10. r3111 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. 11. [3121 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 the Project on the Site or other performance under this Agreement, the Developer shall not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, ancestry, or national origin. 12. [3131 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 882/015610-0043 -1 g- 346077.05 a01/15/03 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. 13. [3141 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, to challenge, cure, 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. 14. [3151 Certificate of Completion Promptly after the completion of the Project in conformity with this Agreement (as determined by the Executive Director of the Agency), upon the written request of the Developer, the Agency shall furnish the Developer with a Certificate of Completion (in the form attached hereto and incorporated herein as Attachment No. 9) which evidences and determines the satisfactory completion of the construction and development of the Project 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 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 Project as of the time of the issuance of such applicable certificate in accordance with the requirements of this Agreement. If requested by Developer, the Agency in its reasonable discretion may issue a partial Certificate of Completion for one or more of the completed Units in the Project prior to the completion of construction of all of the Units in the Project, provided that no partial Certificate of Completion shall be issued by the Agency unless and until all of the infrastructure (including but not limited to streets, curbs, gutters, main sewer lines, and utilities stubbed to the property line of each lot) for the entire development has been installed with required sign -off by the City building official. The exact description of each partial Certificate of Completion shall be determined by the Agency in its sole discretion, subject to the provisions of this Section. The Agency shall not unreasonably withhold the Certificate of Completion. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Developer, the Agency shall, within ten (10) business days after the written request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish such 882/015610-0043 -19- 346077.05 a01/15/03 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 for the Project, construction of the Project shall be deemed to have been completed in conformity with this Agreement. The issuance of a Certificate of Completion shall not affect the continued effectiveness of the Declaration recorded pursuant to this Agreement. The Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. The Certificate of Completion, at Agency's discretion, may be re -titled and recorded as a "Release of Construction Covenants." 15. r3161 No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases -Back or Other Financing for Development Notwithstanding any prohibition in this Agreement, mortgages, deeds of trust, sales and leases -back or any other form of conveyance required for any reasonable method of financing are permitted before issuance of a Certificate of Completion but only for the purpose of securing loans of funds to be used for financing the acquisition of the Site, the construction of the Project and any other expenditures necessary and appropriate to effect construction of the Project under this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed of trust, sale and lease -back or other form of conveyance for financing if the Developer proposes to enter into the same before issuance of a Certificate of Completion. The Developer shall not enter into any such conveyance for financing without the prior written approval of the Agency, which approval the Agency agrees to give if any such conveyance is given to a responsible financial or lending institution or other acceptable person or entity. The words "mortgage" and "deed of trust," as used herein, include all other appropriate modes of financing real estate acquisition, construction and land development. The Agency agrees to subordinate this Agreement, the Declaration, and "Repurchase Option II" and "Repurchase Option III" to the Option Agreement (as those terms are defined in Section 513 hereof) to the lien of such mortgage or deed of trust pursuant to a subordination agreement in form and substance reasonably acceptable to the holder of the mortgage or deed of trust and the Agency. 16. F3171 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 obligate such 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 the City of La Quinta General Plan, the Specific Plan, and applicable zoning, as the same may be amended from time to time. 882/015610-0043 -20- 346077.05 a01/15/03 17. f3181 Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure Whenever the Agency shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in completion of construction of the Project, the Agency shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage, deed of trust or other security interest authorized by this 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 sixty (60) 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 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 construction to which the lien or title of such holder relates and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvements shall be entitled, upon written request made to the Agency, to a Certificate of Completion from the Agency. 18. r3191 Failure of Holder to Complete Improvements In any case where, sixty (60) days after an uncured default by the Developer in completion of construction 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: 1. 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); 2. All expenses with respect to foreclosure, including reasonable attorneys' fees and trustee's fees; 3. The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof, 882/015610-0043 -21- 346077.05 a01/15/03 4. The costs of any authorized improvements made by such holder; and 5. An amount equivalent to the interest that would have accrued on the aggregate of the amounts in Subparagraphs 1-4 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. 19. r3201 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 construction, 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 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. 20. [3211 Agency Agreement to Cooperate with Construction Lender Notwithstanding anything in this Agreement to the contrary, Agency agrees to reasonably accommodate Developer's construction lender by making amendments to this Agreement that are commercially reasonably necessary to effect the Developer's construction loan, including such subordination agreements as may be necessary. The Agency Executive Director shall have the authority to enter into one or more such amendments of this Agreement on behalf of the Agency and such subordination agreements consistent with this provision. IV. [4001 USE OF THE SITE A. r401 1 Affordable Housing Developer hereby covenants and agrees, for itself and its successors and assigns, to develop not less than one hundred forty-nine (149) residential housing units on the Site to be sold to "Eligible Buyers" at an "Affordable Housing Cost," all as more fully described in the Declaration. For purposes of this Agreement, the term "Eligible Buyer" shall mean a buyer of one of the Units in the Project who satisfies all of the following requirements: (i) at least one person in residence in the residential unit in question is a "qualifying resident" or "senior citizen" who is 55 years of age or older, for purposes of residency in a "senior citizen housing development" (as those terms are defined in California Civil Code Sections 51.3(b)(1) and (4)); (ii) each other resident in the same dwelling unit is either a "qualifying resident," "senior citizen," "qualified permanent resident" or "permitted health care resident" (as those terms are defined in California Civil Code Sections 51.3(b)(2), (3), and (7)); and (iii) such person or persons qualify as "persons and families of moderate income" within the meaning of California Health and Safety Code Section 50093 (i.e., households whose income, adjusted for family size, do not exceed one hundred twenty (120%) of the Riverside County Median Income). For purposes of this Agreement, the term "Affordable Housing Cost" shall mean that purchase price 882/015610-0043 -22- 346077.05 a01/15/03 which would result in monthly housing payments, including the cost for a thirty (30) year mortgage for that portion of the purchase price which is to be paid in the form of loan proceeds under currently prevailing mortgage loan rates or the interest rate of any below -market mortgage program for which such purchaser has obtained a first trust deed loan, (i) if the household earns not more than one hundred ten percent (110%) of Riverside County median income, not less than twenty-eight percent (28%) of the gross income of the household, nor more than thirty-five percent (35%) of one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the Unit, or (ii) if the gross income of the household exceeds one hundred ten percent (110%) of Riverside County median income, not more than thirty-five percent (35%) of the actual gross income of the household. Sample calculations of an Affordable Housing Cost for the Units are set forth in Exhibit `B" to the Declaration. B. r4021 Uses In Accordance with Redevelopment Plan; Nondiscrimination The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Developer and such successors and assignees, shall devote the Site to the uses specified in the Redevelopment Plan, the Grant Deed, the Declaration, the Option Agreement, and this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. The Developer covenants by and for itself and any successors in interest that 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." 882/015610-0043 346077.05 a01/15/03 -23- 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 on 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 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. [4031 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 suits 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. [4041 Maintenance of the Site The Developer shall maintain the Project on the Site in conformity with the La Quinta Municipal Code and the requirements of the Declaration, and shall keep the Site free from any graffiti and from any accumulation of debris or waste materials. The Developer shall also maintain the landscaping required to be planted under the Scope of Development in a healthy and attractive condition. If, at any time, Developer fails 882/015610-0043 -24- 346077.05 a01/15/03 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 enter the Site or applicable portion thereof to perform the necessary maintenance thereon and Developer shall pay such costs as are reasonably incurred for such maintenance plus a fifteen percent (15%) administrative fee. Upon the close of escrow pursuant to which Developer has conveyed a Unit to an Eligible Buyer, the Developer's obligations under this Section 404 with respect to such Unit shall be assumed by the Eligible Buyer of such Unit. This covenant shall run with the land and shall remain in effect for the term of the Redevelopment Plan. V. [5001 DEFAULTS AND REMEDIES A. f 5011 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. Except as otherwise expressly provided in Section 508 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 completes such cure, correction or remedy as soon as reasonably practicable after receipt of such notice. B. [5021 Legal Actions [5031 Institution of Legal Actions; Attorney's Fees 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 of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. In the event of any litigation between the parties hereto, the prevailing party shall be entitled to receive, in addition to the relief granted, its reasonable attorney's fees and costs and such other costs incurred in investigating the action and prosecuting the same, including costs for expert witnesses, costs on appeal, and for discovery. 2. [5041 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 882/015610-0043 -25- 346077.05 a01/15/03 3. r5051 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 Developer, service of process on the Developer shall be made by personal service upon any officer or director of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. [5061 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. r5071 Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [5081 Remedies and Rights of Termination [5091 Defaults 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 entitled to pursue whatever remedies to which such party is entitled under this Agreement. 2. 15101 Specific Performance The non -defaulting party, upon expiration of applicable notice and cure periods, shall be permitted to, but not obligated to, commence an action for specific performance of the terms of this Agreement. In this regard, Developer specifically acknowledges that Agency is entering into this Agreement for the purpose of assisting in the redevelopment of the Site and the provision of affordable housing and not for the purpose of enabling Developer to speculate in land. Agency shall also have the right to pursue damages for Developer's defaults but in no event shall Developer be entitled to damages of any kind from Agency, except for damages for out-of-pocket losses resulting from non-performance by Agency of its covenants under this Agreement but excluding economic loss, lost profits, or any other economic or consequential damages of any kind. 882/015610-0043 -26- 346077.05 a01 A 5/03 3. [5111 Termination by the Developer Prior to Agency's conveyance of the Site to Developer, in the event that Agency is in material default of this Agreement, and any such failure is not cured within thirty (30) days, or for those defaults which cannot reasonably be cured within thirty (30) days, commenced to be cured within said thirty (30) day period and thereafter diligently prosecuted to completion, after written demand by the Developer then, at the option of the Developer, upon written notice thereof to the Agency, all provisions of this Agreement shall terminate and be of no further force and effect; thereafter, neither the Agency nor the Developer shall have any further rights against or liability to the other with respect to this Agreement. 4. r5121 Termination by the Agency In the event that prior to the close of the Escrow: a. The Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement; or b. There is a change in the ownership of the Developer contrary to the provisions of Section 108 hereof; or C. The Developer does not submit certificates of insurance, construction plans, drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor, or is otherwise in material default hereof, and such default or failure is not be cured within thirty (30) days, or for those defaults which cannot reasonably be cured within thirty (30) days, commenced to be cured within said thirty (30) day period and thereafter diligently prosecuted to completion, after the date of written demand therefor by the Agency; or d. The Developer fails to satisfy any or all of Agency's Conditions to Close by the time established therefor in the Schedule of Performance; or then, at the option of the Agency, upon such written notice thereof to the Developer as may be set forth above, this Agreement shall be terminated, and thereafter neither party shall have any further rights or liability against the other under this Agreement. 5. r5131 Option Agreement In addition to any rights and remedies available to Agency hereunder, Agency shall be entitled, in its sole and absolute discretion, to repurchase the Site, or a portion thereof, with all of the improvements thereon, from Developer in the event that, (i) Developer fails to commence construction of the Project ("Repurchase Option I"), (ii) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project ("Repurchase Option II") within certain specified timeframes, or (iii) Developer transfers or suffers an involuntary transfer of the Site in violation of the terms hereof ("Repurchase Option III"). Said repurchase rights shall be as set forth in an option agreement to be recorded against the Site at the Closing, the form of which is attached hereto and incorporated herein as Attachment No. 7 ("Option Agreement"). 882/015610-0043 346077.05 a01/15/03 -27_ 6. r5141 Right of Reverter In addition to any rights and remedies available to Agency hereunder, Agency shall be entitled, in its sole and absolute discretion, to reenter and take possession of the Site, or a portion thereof, with all of the improvements thereon, from Developer in the event (i) Developer fails to commence construction of the Project, (ii) that, after commencement of construction, Developer fails to continuously proceed with and complete, construction of the Project within certain, specified timeframes, or (iii) Developer transfers or suffers an involuntary transfer of the Site in violation of the terms hereof. Said reversion rights shall be as set forth in the Declaration. 7. [5151 Agency's Option to Acquire Plans If this Agreement is terminated for any reason, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 515 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. VI. [6001 GENERAL PROVISIONS A. r6011 Notices, Demands and Communications Between Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same - day or overnight messenger service that provides a receipt showing date and time of delivery, or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer at the addresses specified in Section 106 and 107, respectively. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 601. Any written notice, demand, or communication shall be deemed received immediately if delivered by hand or delivered by messenger in accordance with the preceding paragraph, and shall be deemed received on the third (3rd) day from the date it is postmarked if delivered by registered or certified mail in accordance with the preceding paragraph. 882/015610-0043 346077.05 a01/15/03 -28- B. [6021 Conflicts of Interest No member, officer, official, or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. C. [6031 Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; 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, or the Agency, or any other public or governmental agency or entity (except that the acts or failures to act of the Agency 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 after the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. The Agency Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. 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 economic or market conditions. D. [6041 Non -Liability of Officials and Employees of the Agency 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. E. [6051 Interpretation; Entire Agreement, Waivers; Counterparts; Attachments The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. 882/015610-0043 346077.05 a01/15/03 -27(1_ 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. Except as otherwise expressly provided, in any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. This Agreement may be executed in counterparts, each of which, when this Agreement has been signed by all the Parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. The exhibits and attachments to this Agreement are incorporated herein and made a part hereof. F. f 6051 No Brokers Agency and Developer each represent and warrant to the other that it has not retained any real estate broker, agent, or finder in connection with this Agreement or the disposition or conveyance of the Site as set forth herein, and each shall indemnify, defend, and hold harmless the other from and against any claim or lawsuit (including attorneys fees) for the payment of any real estate commission or finder's or broker's fees arising out of this Agreement to the extent caused by the acts or omissions of the Agency or Developer as the case may be. G. [6061 Amendments to this Agreement The Developer and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by either of the parties hereto, lending 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. The Agency's Executive Director shall have the authority to approve, on behalf of the Agency, amendments to this Agreement that would not substantially alter the basic business terms. All other amendments shall require the action of the Agency Board. All amendments, including those authorized to be approved by the Agency's Executive Director, shall be in writing and shall be signed by authorized representatives of Agency and Developer. The Agency's Executive Director shall have the authority, on behalf of the Agency, to approve extensions of time in Developer's performance under this Agreement, including, but not limited to, times of performance set forth in the Schedule of Performance, for a cumulative period of up to one (1) year. [end — signature page and attachments follow] 882/015610-0043 346077.05 a01/15/03 -30- IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. Dated: a , 2003 ATTEST: Algtlhey Secretary APPROVED AS TO FORM: ;7RAN & T C ER_,ne or t e La i to Redevelopment Agent Dated: , 2003 Dated 2003 LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic By:,L Its: Chairman-" SANTA ROSA DEVELOPMENT, INC., a California corporation By. ��' Its: By: Its: 882/015610-0043 _3 _ 346077.05 a01/15/03 ATTACHMENT NO. 1 SITE MAP [SEE NEXT PAGE] 882/015610-0043 346077.05 a0l/15/03 ATTACHMENT NO. 1 IL cc CL z W F z o° >do! W © E W v 19 cc W Z W a •- � 1 -4a has 14a lYiY.• .N.4.'� i1...Y. I i N ! ATTACHMENT NO. 1 ATTACHMENT NO.2 LEGAL DESCRIPTION [See Following Page] 882/015610-0043 346077.05 a01/15/03 ATTACHMENT NO. 2 LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 29, Townphip 5 South, Range 7 East, S.B.M. in the City of La Quinta, County of Riverside, State of California, more particularly described as follows: Commencing at the Southwest corner of said Southwest Quarter of Section 29; thence South 89'19'19" East 55.01 feet; thence North 0°20'08" West 87.01 feet to a point on the easterly right of way line of Adams Street; thence continuing North 0°20'08" West 420.75 feet along the easterly right of way line of Adams Street; thence departing said right of wary line South 89051'38" East 1,060.00 feet to the point of beginning; thence North 0"20'08" -West 580.00 feet; thence South 89051'38" East 872.25 feet; thence South 0° 13'55" East 1,050.89 feet to a point on the Northerly right of way line of 481h Street; thence North 89'19'19" West 698.29 feet along said right of way line; thence departing said right of way line North 0040'41" East 250.12 feet; thence North 89°19'19" West 101.50 feet; thence North 0024'31 " East 15.05 feet; thence North 89035'29" West 76.97 feet; thence North 0"08'22" East 197.85 feet to the point of beginning, Wes' r-_ _ Joel G. Morrison LS 6830 Expires 9/30/04 �k 4-1.41p2 Date ATTACHMENT NO.3 SCOPE OF DEVELOPMENT SINGLE FAMILY HOMES I. GENERAL SUMMARY This document outlines the general requirements for Site improvements. Specific details shall be addressed in the Specific Plan and construction plans that will be prepared for this development. II. DEVELOPMENT CONCEPT The Site shall improved by the Developer in accordance with the provisions 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. ON -SITE DEVELOPMENT AND IMPROVEMENTS Developer shall prepare such plans, reports, and studies, and obtain such permits and approvals as required, including as applicable grading plans, 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 Works. 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 television, etc. IV. LANDSCAPING Developer shall be responsible to fully landscape the Project in accordance with a landscape plan approved by the City. V. PUBLIC IMPROVEMENTS Developer shall be responsible for the construction of those public improvements that may be identified as part of preparing and processing a specific plan for the project. This shall include developing the well site proposed for the northwest corner of the Site in accordance with the requirements set forth by the Coachella Valley Water District (CVWD). With respect thereto, Developer shall be responsible for obtaining and delivering to the City such bonds or other improvement security as City may require in accordance with applicable law, including but not limited to payment and performance bonds. 882/015610-0043 346077.05 a01/15/03 VI. DEVELOPMENT STANDARDS All development on the Site shall conform with the development standards adopted as part of the specific plan that will be prepared and processed after this Agreement is executed. 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 shall range in size from a minimum of 1,176 square feet to a maximum of 1,300 square feet and include at two distinct floor plans. There shall be a mix of 74 two -bedroom and 75 three -bedroom homes. Each of the Units shall have an enclosed two -car garage with direct access between the garage and the Unit in addition to the primary entrance to the Unit. Developer shall be permitted to adjust floor plans and square footages of individual Units in accordance with applicable City codes, regulations, and procedures. 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, tentative tract map, 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. 882/015610-0043 _ 346077.05 a01/15/03 -2 ATTACHMENT NO.4 SCHEDULE OF PERFORMANCE ACTIVITY TIME FRAME 1. Agency approves this Agreement. January 7, 2003. 2. Agency and Developer execute Within ten (10) business days of approval of Agreement and open Escrow. Agreement by Agency. 3. Developer provides evidence of insurance Within ten (10) days after approval of to Agency. Agreement by Agency. 4. Developer submits initial set of Within seventy-five (75) days after approval documents to City as necessary to prepare of Agreement by Agency (for initial and process Specific Plan, tentative tract submittal). map and Site Development Plan for the Project and thereafter diligently takes all necessary actions to obtain City approval of the same. 5. Developer prepares and submits to City Within seventy (70) days after City's approval final tract map, grading plans, site of the items submitted in item 4. improvement plan and public works off - site improvements plans for the Project and thereafter diligently takes all necessary actions to obtain City approval of the same. 6. Developer processes through the City and Within three hundred thirty (330) days after obtains all of the remaining Project the Effective Date. Entitlements, including approval of building plans for the Project. 7. Agency and Developer close Escrow on Within ten (10) business days after the City Agency's transfer of title to Site to approves the Project Entitlements, but in no Developer. event later than one (1) year after the Effective Date, and provided that Developer has satisfied all of the Agency's Conditions to Close. 8. Developer commences construction on the Within sixty (60) days after close of Escrow. Proj ect. 9. Developer completes construction of pool On or before the date Developer receives 882/015610-0043 346077.05 a01/15/03 and restroom facilities. certificate of occupancy for thirtieth (30"') house. 10. Developer receives certificate of occupancy for final house. On or before January 31, 2007; provided, however, that in the event Developer submits evidence satisfactory to Agency, in Agency's reasonable discretion, demonstrating that home sales in the Coachella Valley are currently declining, due to market -driven factors beyond the reasonable control of Developer, Agency agrees to meet and confer with Developer to discuss extending the time for Developer's performance of this item. 11. Agency issues a Certificate of Completion Within ten (10) days after Agency receipt of for the improvements or provides written request from Developer for Certificate Developer with a written explanation of of Completion pursuant to Section 315 of the reasons why such a Certificate shall not be Agreement. issued. It is understood that the foregoing Schedule is subject to all of the terms and conditions of the text of the Agreement. The summary of items of performance in the Schedule is not intended to supercede or modify any more complete description in the text; in the event of any conflict or inconsistency between this Schedule and text of the Agreement, the text of the Agreement shall govern. 882/015610-0043 _ 346077.05 a01/15/03 —� ATTACHMENT NO. 5 GRANT DEED [SEE FOLLOWING PAGES] 882/015610-0043 346077.05 a01/15/03 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin MAIL TAX STATEMENTS TO: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin THIS In accordance with Section 11932 of the California Revenue and Taxation Code, Grantor has declared the amount of the transfer tax which is due by a separate statement which is not being recorded with this Grant Deed. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) (the "Grantor"), hereby grants to SANTA ROSA DEVELOPMENT, INC., a California corporation ("Grantee"), that certain real property ("Property") located in the City of La Quinta, County of Riverside, State of California, described in the legal description attached hereto as Exhibit "A" and incorporated herein by this reference, subject to all matters of record, and is further subject to the following: A. Reservation of Subsurface Rights. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances, and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through, and across, and to use and occupy all parts of the Property lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances, or minerals from the Property or other lands, but without, however, any right to use the surface of the Property or any portion of the Property within five hundred (500) feet below the surface of the Property for such exploration. B. Conveyance in Accordance With Redevelopment Plan. The Property is conveyed in accordance with and subject to the Redevelopment Plan for Project Area No. 2 ("Redevelopment Plan"), a copy of which is on file with the City Clerk of the City of La Quinta, California. All uses on the Property shall conform to the uses permitted by the 882/015610-0043 1 346077.05 a01/15/03 Redevelopment Plan. The foregoing shall remain in effect until the expiration of the Redevelopment Plan. C. Nondiscrimination. Grantee, on behalf of itself and its successors and assigns to all or any portion of the Property, covenants and agrees as follows: 1. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, or rental or in the use, occupancy, or enjoyment of the Property, nor shall the grantee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property or any portion thereof, The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 2. The grantee shall refrain from restricting the rental, sale, or lease of any portion of the Property, or contracts relating to the Property, on the basis of race, color, creed, religion, sex, marital status, age, ancestry, or national origin 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 itself, its 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, age, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons 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 land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this lease is made and accepted upon and subject to the following conditions: `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, age, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee 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, sublessees, subtenants, or vendees in the land herein leased."' C. In contracts pertaining to the realty: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of 882/015610-0043 346077.05 a01/15/03 -2_ discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of land." The foregoing nondiscrimination covenants shall remain in effect in perpetuity. D. Covenants Run With The Land. All covenants contained in this Grant Deed shall be covenants running with the land. E. Covenants for Benefit of Grantor. All covenants set forth in this Grant Deed, without regard to technical classification or designation, shall be binding for the benefit of the Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor, 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 equity or other property proceedings to enforce the curing of such breach. "Grantor" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel "Grantee" SANTA ROSA DEVELOPMENT, INC., a California corporation By: _ Name: Its: 882/015610-0043 _ 346077.05 a01/15/03 _3 STATE OF CALIFORNIA ) ) ss COUNTY OF On personally appeared before me, 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF 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. Notary Public [SEAL] 882/015610-0043 _ 346077.05 a01/15/03 _4 STATE OF CALIFORNIA ) ss COUNTY OF ) 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. Notary Public [SEAL] 882/015610-0043 _ 346077.05 a01/15/03 _5 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The land referred to is situated in the State of California, County of Riverside, City of La Quinta and is described as follows: [TO BE INSERTED] 882/015610-0043 _ 346077.05 a01/15/03 _6 EXHIBIT A LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 29, Town§hip 5 South, Range 7 East, S.B.M. in the City of La Quinta, County of Riverside, State of California, more particularly described as follows: Commencing at the Southwest corner of said Southwest Quarter of Section 29; thence South 89°19'19" East 55.01 feet; thence North 0°20'08" West 87.01 feet to a point on the easterly right of way line of Adams Street; thence continuing North 0"20'08" West 420.75 feet along the easterly right of way line of Adams Street; thence departing said right of way line South 89°51'38" East 1,060.00 feet to the point of beginning; thence North 0°20'08" Mest 580.00 feet; thence South 89"51'38" East 872.25 feet; thence South 0° 13'55" East 1,050.89 feet to a point on the Northerly right of way line of 481h Street; thence North 89'19'19" West 698.29 feet along said right of way line; thence departing said right of way line North 0'40'41" East 250.12 feet; thence North 89019'19" West 101.50 feet; thence North 0'24'31" East 16.05 feet; thence North 89°35'29" West 76.97 feet; thence North 0"08'22" East 197.85 feet to the point of beginning. W� r. . Joel G. Morrison LS 6830 Expires 9/30/04 Date ATTACHMENT NO.6 DEVELOPMENT ASSISTANCE DISBURSEMENT SCHEDULE AND PROCEDURES A. DISBURSEMENT OF DEVELOPMENT ASSISTANCE [All disbursements subject to the Disbursement Procedures below] First Disbursement. As of the Effective Date, Developer shall be entitled to a portion of the Development Assistance in an amount up to, but not exceeding, Two Hundred Fifty Thousand Dollars ($250,000) ("First Disbursement"). The First Disbursement shall be disbursed to Developer to reimburse Developer for architectural, engineering, and fee costs that have been incurred by Developer in its preparation of a Specific Plan for the Proj ect. 2. Second Disbursement. As of the date Developer files a Specific Plan for the Project with the City, Developer shall be entitled to a portion of the Development Assistance in an amount up to, but not exceeding, Two Hundred Thousand Dollars ($200,000) ("Second Disbursement"). The Second Disbursement shall be disbursed to Developer to reimburse Developer for (a) architectural, planning, engineering, and environmental costs that Developer incurs in (i) revising the Specific Plan it has prepared for the Project to satisfy Agency requirements, and (ii) preparing the Tract Map for the Project; and (b) any public agency fees Developer incurs in developing the Project. 3. Third Disbursement. As of the date Developer receives the Project Entitlements, Developer shall be entitled to a portion of the Development Assistance in an amount up to, but not exceeding, Two Hundred Thousand Dollars ($200,000) ("Third Disbursement"). The Third Disbursement shall be disbursed to Developer to reimburse Developer for (a) costs Developer incurs in preparing construction and engineering drawings required by City prior to City's issuance of building permits for the Project, and (b) building permit fees Developer incurs for the Project. 4. Fourth Disbursement. As of the date City issues building permits for the Project, Developer shall be entitled to a portion of the Development Assistance in an amount up to, but not exceeding, One Hundred Fifty Thousand Dollars ($150,000) ("Fourth Disbursement"). The Fourth Disbursement shall be disbursed to Developer to reimburse Developer for any planning and engineering costs Developer incurs for the Project, and any building permit fees Developer incurs for the Project, that have not been reimbursed pursuant to the First Disbursement, Second Disbursement or Third Disbursement. B. DISBURSEMENT PROCEDURES Conditions for Each Disbursement. Prior to each and every disbursement of a portion of the Development Assistance, the following conditions shall be satisfied: 882/015610-0043 346077.05 a01/15/03 a. Application. Developer shall have delivered the Application attached hereto as Exhibit "A", including supporting documentation showing the work performed and the actual cost thereof to the Agency Executive Director at least fifteen (15) business days prior to the requested disbursement. The Application shall be completed and certified to be accurate by Developer. The Application shall specifically identify the nature of each expense, and shall identify the status of completion of such construction. b. Approval of Application. The Executive Director shall review and approve the Application and accompanying documents, and the Executive Director shall determine that the work is reimbursable pursuant to Attachment 6 of the Agreement within ten (10) business days. The Executive Director shall advise Developer of any issues within the ten (10) day period and shall pay by check all uncontested amounts requested by the Application within twenty (20) days of the receipt of the Application. C. Lien Waivers. Agency shall have received unconditional releases of mechanics' and materialmen's lien rights and stop notice rights, pursuant to the California Civil Code, executed by all contractors, subcontractors, and other persons rendering services or delivering materials covered by the requests made in the Application. d. Frequency. Agency shall not be obligated to make disbursements more frequently than once per month. e. Use of Disbursements. Developer shall use or apply all of the assistance set forth in this Attachment No. 15 solely for reimbursement or payment of the items described in the Application pursuant to which the disbursement was made. 882/015610-0043 _ 346077.05 a01/15/03 -� EXHIBIT "A" FORM OF APPLICATION FOR DISBURSEMENT SEE FOLLOWING PAGES] 882/015610-0043 346077.05 a01/15/03 TO: La Quinta Redevelopment Agency ("Agency") REQUEST NO. DATE: _ "DEVELOPER": SANTA ROSA DEVELOPMENT, INC. PROJECT: 48TH AND ADAMS AFFORDABLE HOUSING PROJECT Pursuant to an Affordable Housing Agreement dated as of (the "Agreement") between Developer and Agency, Developer hereby requests that Agency disburse $ of the financial assistance identified in Attachment No. 6 to the Agreement. This advance is requested to pay for the expenses set forth below as described in Attachment No. 6. Developer hereby certifies that the amounts shown on the attached schedule and the accompanying invoices represent costs incurred for improvements identified which are eligible for reimbursement at this time in accordance with the provisions of Attachment No. 6 and the Agreement. SUBMITTED BY: REVIEWED AND APPROVED BY: Ttam of C'nct Date: Agency Inspector Date: DISBURSEMENT SCHEDULE Maximum Reimbursement Amount Amount Previously Amount Requested Disbursed this Disbursement 882/015610-0043 I 346077.05 a0I/15/03 ATTACHMENT NO.7 OPTION AGREEMENT [SEE FOLLOWING PAGES] 882/015610-0043 346077.05 a01/15/03 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 6103) OPTION AGREEMENT SUBORDINATED NOTICE: This OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS OPTION AGREEMENT ("Option Agreement") is made this _ day of , (the "Effective Date"), by SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. Developer has entered into an Affordable Housing Agreement ("Affordable Housing Agreement") dated with the La Quinta Redevelopment Agency ("Agency"), pursuant to which Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"). All defined terms used herein shall have the same meaning as set forth in the Affordable Housing Agreement unless otherwise stated. The Site is legally described in Exhibit "A" attached hereto and incorporated herein. B. As a condition to the Agency's conveyance of the Site to Developer, Developer was required to grant to Agency an option to repurchase the Site from Developer, if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, all as further described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Affordable Housing Agreement, Developer hereby grants to Agency the following repurchase options: 882/015610-0043 350204.03 a01/06/03 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to commence construction of the Project (for the purposes of this Option Agreement, "commencement of construction of the Project" shall be defined as Developer's substantial commencement, and thereafter uninterrupted continuation, of excavation work on the Site) within one hundred eighty (180) days after the Effective Date, subject to Sections 4(b) and 4(h) below. In the event of Developer's failure to commence construction within such one hundred eighty (180) day time period, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($1.00). Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the 882/015610-0043 _ 350204.03 a01/06/03 —� escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1/2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days; and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) within twenty-four (24) months after commencement of construction, subject to Sections 4(b) and 4(h) below ("Completion Deadline"). In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. 882/015610-0043 _ 350204.03 a01/06/03 -3 (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of the Agency's Usable Improvements Appraisal to Developer and the following shall apply: 882/015610-0043 _ 350204.03 a01/06/03 -4 (1) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. 882/015610-0043 _ 350204.03 a01/06/03 -5 Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1/2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Affordable Housing Agreement. In the event of Developer's transfer of the Site in violation of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not 882/015610-0043 _ 350204.03 a01/06/03 -6 obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section l(b) of this Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (1) Developer's failure to commence, continuously proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an 882/015610-0043 _ 350204.03 a01/06/03 -7 "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to 882/015610-0043 _ 350204.03 a01/06/03 _g close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences and completes construction of the Project and Agency has not exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall execute and record a termination of this Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan, provided that (i) the maximum cumulative principal amount of the construction loan shall not exceed ninety percent (90%) of the lender's appraised value of the Site upon completion of the Project, which amount shall be verified in 882/015610-0043 _ 350204.03 a01/06/03 -9 writing to Agency Executive Director's reasonable satisfaction; (ii) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (iii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach or default, and (C) purchase the Site from Developer subject to the construction lender's deed of trust, without the consent of Developer or the holder of the construction lender's deed of trust, that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right on the part of the lender to accelerate the amounts due under the loan. 5. Notices, Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 882/015610-0043 350204.03 a01/06/03 -10- 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Option Agreement. This Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, 882/015610-0043 350204.03 a01 /06/03 -11- or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Option Agreement or use of the Site. 10. Interpretation The terms of this Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Option Agreement. 11. Entire Agreement This Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. [END - SIGNATURES ON NEXT PAGE] 882/015610-0043 350204.03 a01/06/03 -12 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Name: Its: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a public body, corporate and politic I= Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency 882/015610-0043 350204.03 a01/06/03 -13- STATE OF CALIFORNIA ) ) ss COUNTY OF On personally appeared before me, 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] STATE OF CALIFORNIA ) ) ss COUNTY OF On personally appeared Notary Public before me, 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. Notary Public [SEAL] 882/015610-0043 -14- 350204.03 a01/06/03 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE 882/015610-0043 G 350204.03 a01 /06/03 _ I EXHIBIT A LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 29, Townphip 5 South, Range 7 East, S.B.M. in the City of La Quinta, County of Riverside, State of California, more particularly described as follows: Commencing at the Southwest corner of said Southwest Quarter of Section 29; thence South 89' 19' 19" East 55.01 feet; thence North 0°20'08" West 87.01 feet to a point on the easterly right of way line of Adams Street; thence continuing North 0°20'08" West 420.75 feet along the easterly right of way line of Adams Street; thence departing said right of way line South 89°51'38" East 1,060.00 feet to the point of beginning; thence North 0°20'08" -West 580.00 feet; thence South 89"51'38" East 872.25 feet; thence South 00 1355" East 1,050.89 feet to a point on the Northerly right of way line of 481h Street; thence North 89019'19" West 698.29 feet along said right of way line; thence departing said right of way line North 0040'41" East 250.12 feet; thence North 89°19'19" West 101.50 feet; thence North 0*24'31" East 15.05 feet; thence North 89035'29" West 76.97 feet; thence North 0"08'22" East 197.85 feet to the point of beginning, w 9 n (:�. 'QtzBas Joel G. Morrison LS 6830 Expires 9/30/04 u\ I 1.� [ p2 Date ATTACHMENT 8 DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY [SEE FOLLOWING PAGES] 882/015610-0043 346077.05 a01/15/03 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 xecoraers use) (Exempt from Recordation Fee per Gov. Code § 6103) DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between SANTA ROSA DEVELOPMENT, INC., a California corporation (the "Covenantor") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" or "Covenantee") as of the day of 52003. RECITALS A. Covenantor is fee owner of record 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", which Property Covenantor acquired from Agency pursuant to a Grant Deed recorded concurrently herewith. B. This Declaration and the Grant Deed described in Recital A are part of a redevelopment project described in that certain Affordable Housing Agreement, entered into by and between Covenantor and Covenantee and recorded concurrently herewith. As described in the Affordable Housing Agreement, the Property includes not less than one hundred forty-nine (149) single family lots on each of which Covenantor shall construct a single family home for sale to "Eligible Buyers" (as that term is defined in Section Lb herein) (the "Project"). C. The Property is within the La Quinta Redevelopment Project Area (the "Project Area") in the City of La Quinta and is subject to the provisions of the Redevelopment Plan for the Project Area (the "Redevelopment Plan"). D. 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 COVENANTEE AND THE COVENANTOR AGREE AS FOLLOWS: 882/015610-0043 346077.05 a01/15/03 1. Definitions. a. "Affordability Period" shall be forty-five (45) years from the date of transfer to an Eligible Buyer, as evidenced by the recordation of a Buyer Affordable Housing Agreement by said Eligible Buyer. b. "Affordable Housing Cost" shall be that purchase price which would result in monthly housing payments, including the cost for a thirty (30) year mortgage for that portion of the purchase price which is to be paid in the form of loan proceeds under currently prevailing mortgage loan rates or the interest rate of any below -market mortgage program for which such purchaser has obtained a first trust deed loan, of (i) for households which earn not more than one hundred ten percent (110%) of Riverside County median income, not less than twenty-eight percent (28%) of the gross income of the household, nor more than thirty-five percent (35%) of one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the Unit, or (ii) if the gross income of the household exceeds one hundred ten percent (110%) of Riverside County median income, not more than thirty-five percent (35%) of the actual gross income of the household. A sample calculation of an Affordable Housing Cost for the Units is set forth on Exhibit "B", which is attached hereto and incorporated herein by this reference ("Calculation of Affordable Housing Costs"). C. "Buyer Affordable Housing Documents" shall collectively refer to the following documents, all of which shall be required to be executed by each buyer of a Unit to assure the affordability of the Unit to Eligible Buyers: (i) an affordable housing agreement that prohibits the resale of the Unit except to an Eligible Buyer and grants the Covenantee an option to purchase the Unit ("Option of Purchase") in the event the buyer is unable to locate an Eligible Buyer ("Buyer Affordable Housing Agreement"); (ii) a Memorandum reciting Covenantee's Option to Purchase ("Buyer Memorandum re Option to Purchase"); (iii) a promissory note ("Buyer Promissory Note") whose terms shall include a second deed of trust securing the Buyer Promissory Note ("Buyer Second Trust Deed"); and (iv) a disclosure statement acknowledging and consenting to all of the affordability and restrictions contained in the aforementioned documents ("Buyer Disclosure Statement"). d. "Covenantor" shall mean Covenantor and any successor in interest of Covenantor to the Site. e. "Eligible Buyer" shall mean a buyer of one of the Units in the Project who satisfies all of the following requirements: (i) at least one person in residence in the residential unit in question is a "qualifying resident" or "senior citizen" for purposes of residency in a "senior citizen housing development" (as those terms are defined in California Civil Code Section 51.3(b)(1) and (4)); (ii) each other resident in the same dwelling unit is either a "qualifying resident," "senior citizen," "qualified permanent resident" or "permitted health care resident" within the meaning of California Civil Code Section 51.3(b)(2), (3), and (7); and (iii) such person or persons qualify as "persons and families of moderate income" within the meaning of California Health and Safety Code Section 50093 (i.e., households whose household income, adjusted for family `size, do not exceed one hundred twenty (120%) of the Riverside County Median Income). 882/015610-0043 346077.05 a01/15/03 -2- f. "Owner" shall mean an Eligible Buyer to whom Covenantor has conveyed fee title to one of the Units or any successor in interest to said Eligible Buyer to all or any portion of the Unit. g. "Proposed Buyer" shall mean a person or family determined to be an Eligible Buyer, to whom the Covenantor or any successor Owner desires and proposes to Transfer a Unit. h. "Purchase Housing Cost" for an Eligible Buyer purchasing a Unit shall be a cost that includes all of the following associated with that Unit, estimated or known as of the date of the proposed sale of the Unit: (1) Principal and interest on a fixed rate mortgage loan including any rehabilitation loans, and any loan insurance fees associated therewith. (2) Property taxes and assessments. (3) Fire and casualty insurance covering replacement value of property improvements. (4) Any homeowner association fees. (5) Estimate of utilities cost. (6) Estimate of property maintenance costs. The sum of (1) through (5), inclusive, shall not exceed the Affordable Housing Cost. i. "Sales Price" shall mean all sums paid by an Eligible Buyer to Covenantor for, or in conjunction with, the acquisition of a Unit, including the purchase price designated in any purchase agreement, consideration for personal property and all other costs and fees paid by the Eligible Buyer to or for the benefit of the Covenantor. j. "Transfer" shall mean (i) any sale, assignment, or transfer of an interest in a Unit, including, without limitation, a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life estate, or other limited estate, leasehold interest or any rental of the Unit, or (ii) any interest evidenced by a land contract. k. "Unit" shall mean one of the one hundred forty-nine (149) single-family detached homes to be constructed on the Property. Each Unit in the Project shall be subject to the restrictions of this Declaration. Notwithstanding the foregoing, this Declaration shall be subordinate to the lien of a first deed of trust against the Property, and shall not impair the rights of any institution or lender which is the maker of a loan secured by such first deed of trust, or such lender's assignee or successor in interest, to exercise its remedies under the deed of trust in the event of default under the first deed of trust by the Covenantor. Such remedies under the first deed of trust 882/015610-0043 _ 346077.05 a01/15/03 -� 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 and 7 of this Declaration as to each lot covered by this Declaration that is the subject to the foreclosure, 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 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Covenantee has been given written notice of a default under such first deed of trust; and (ii) the Covenantee 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 Covenantee. 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. 2. Sale of Units. Covenantor agrees that Covenantor shall sell each Unit to an Eligible Buyer at an Affordable Housing Cost and that during the Affordability Period each subsequent resale of a Unit by the then -Owner thereof shall be to an Eligible Buyer at an Affordable Housing Cost. Covenantor agrees that this Declaration shall be recorded against each lot in the Property concurrently with the close of escrow pursuant to which Covenantor acquired fee title to the Property. Covenantor agrees to commence to market each Unit not later than the completion of construction of said Unit. Escrow for a Transfer of a Unit by Covenantor to an Eligible Buyer shall not close until after issuance of a certificate of occupancy to be issued by the City building department for such Unit. For purposes of satisfying the requirement that all of the Units shall be occupied by Eligible Buyer: (a) an individual or family who qualifies as an Eligible Buyer at the time he or she first takes title to a Unit will be deemed a Eligible Buyer as long as he or she continues to hold title to such Unit even though the Eligible Buyer subsequently ceases to meet the income requirements of an Eligible Buyer, and (b) when an Owner releases title to a Unit, such unit will be considered as occupied by an Eligible Buyer if it is held vacant and available for such occupancy until title is transferred to another Eligible Buyer. 3. Restrictions on Transfer by Sale of the Property or Any Unit. a. For the duration of the Affordability Period, Covenantor, for itself and any subsequent Owner of a Unit, hereby subjects the Property to certain restrictions and limits the price at which Covenantor or any Owner of a Unit may sell and/or resell a Unit and the persons to whom Covenantor or any Owner of a Unit may sell a Unit. b. COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE SALES PRICE CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, PROPERTY TAXES AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED AND THAT THE SALE PRICE PERMITTED HEREUNDER MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL 882/015610-0043 _ 346077.05 a01/15/03 -4 PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR FURTHER ACKNOWLEDGES THAT IN SETTING THE SALES PRICE, THE PRIMARY OBJECTIVE OF THE COVENANTEE AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE BUYERS AT AN AFFORDABLE HOUSING COST. THE SALES PRICE MAY BE LESS THAN OTHER SIMILAR PROPERTIES WHICH HAVE NO RESTRICTIONS. Covenantor's Initials C. Transfer of a Unit. Covenantor may transfer a Unit only in strict accordance with the provisions of this Declaration. Specifically, during the Affordability Period, Covenantor may transfer a Unit (i) only to an Eligible Buyer whose assets immediately prior to the close of escrow for the Unit do not exceed the limits set forth in the Asset Limitation Requirements set forth in the La Quinta Housing Program Implementation Manual, (ii) only if the Purchase Housing Cost does not exceed the Affordable Housing Cost for the Eligible Buyer; and (iii) only if the Transfer has previously been approved in writing by the Covenantee. In order to comply with this Subsection 3(c), Covenantor must calculate the Affordable Housing Cost for the Proposed Buyer of the Unit in accordance with the definition set forth in Section I(b) of this Declaration. The Covenantor should contact the Covenantee housing staff to obtain assistance in determining this calculation. After calculating the Affordable Housing Cost for the Proposed Buyer, the Covenantor must ensure that the sum of the Sales Price and all costs listed in the definition of Purchase Housing Cost set forth in Section I of this Declaration does not exceed an Affordable Housing Cost. The calculation of the Sales Price under this Section 3(c) is illustrated by example in the Calculation of Affordable Housing Cost. d. Notwithstanding anything to the contrary in this Section 3, at close of the escrow pursuant to which the Developer shall transfer a Unit to an Eligible Buyer, the Eligible Buyer shall execute a complete set of Buyer Affordable Housing Documents as described in Section 1 hereof. e. The foregoing provisions will apply to every successive Transfer during the Affordability Period except that the then -Owner shall be responsible for complying with the requirements of the Developer as set forth in this Section 3. 4. Process to Complete Transfer by Sale of Restricted Units. Prior to the Transfer by sale of a Unit, Covenantor shall do all of the following: a. Notice to Covenantee: Covenantor shall send to the Covenantee in care of the La Quinta Housing Department (or its successor), at P.O. Box 1504, La Quinta, California 92253, the form attached hereto and incorporated herein as Exhibit "C" ("Request for Approval of Proposed Buyer") fully completed and executed by the Covenantor and the Proposed Buyer. b. Qualification of Proposed Buyer. No Transfer shall occur unless and until determination is made based on the Request for Approval of Proposed Buyer that the Proposed 882/015610-0043 346077.05 a01/15/03 -5- Buyer (i) intends to occupy the Unit as the Proposed Buyer's principal residence and (ii) is an Eligible Buyer whose assets at the close of escrow for the Unit do not exceed the limits set forth in the Asset Limitation Requirements, which are attached to the La Quinta Housing Program Implementation Manual as Attachment 1. Each Request for Approval of Proposed Buyer shall include a statement by the Proposed Buyer certifying its intent with regard to the occupancy of the Unit and as to the truth and accuracy of all information supplied as to the Gross Income (calculated as set forth in 25 Cal. Code of Regs., Section 6914) of the Proposed Buyer. Covenantor shall certify pursuant to the Request for Approval of Proposed Buyer the information provided on said request form. Covenantor shall be entitled to rely on the information on the Request for Approval of Proposed Buyer and attachments thereto in making the determination required by this subsection 4(b) unless the Covenantor has knowledge of, or a reasonable basis for belief as to the inaccuracy or falsehood of the Request for Approval of Proposed Buyer. C. Unit Sales Price. The Sales Price for the Unit shall not exceed the maximum price at which the Purchase Housing Cost to be paid by the Proposed Buyer would not exceed the Affordable Housing Cost. The calculation of the Sales Price under this subsection is illustrated by the Calculation of Affordable Housing Cost. However, in determining the Affordable Housing Cost, the family size of the Proposed Buyer shall be deemed to be 1 person in the case of a studio Unit, 2 persons in the case of a 1 bedroom Unit, 3 persons for a 2 bedroom Unit , 4 persons for a 3 bedroom Unit, or 5 persons for a 4 bedroom Unit. If the actual family size of the Proposed Buyer is larger, then the actual family size shall be used. d. Certificates from Covenantor and Proposed Buyer. With respect to each initial sale of a Unit, Covenantor shall submit to the Covenantee, not later than four (4) weeks prior to close of escrow on the sale of the Unit, a certificate that (i) the Covenantor has made the affirmative determinations required by Section 4(b) above and (ii) the Sales Price conforms with Section 4(c) above. The Covenantor shall concurrently submit to the Covenantee the Request for Approval of Proposed Buyer and all attachments thereto and all other documents or material with regard to information required by Section 4(a) and/or (b) above, whether or not relied on by the Covenantor. Further, the Covenantor and Proposed Buyer each shall certify in writing, in a form acceptable to the Covenantee, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by the Covenantee and that all consideration delivered by the Proposed Buyer to Covenantor has been fully disclosed to the Covenantee. The written certificate shall also include a provision that, in the event a Transfer is made in violation of the terms of this Declaration or false or misleading statements are made in any documents or certificate submitted to the Covenantee for its approval of the Transfer, the Covenantee shall have the right to file an action at law or in equity to seek termination and/or rescission of the sales contract and/or declare the sale void, notwithstanding the fact that the Transfer may have closed and become final as between Covenantor and its Proposed Buyer. In the event Covenantor fails to comply with Sections 4(a) or 4(b) above, any costs, liabilities or obligations incurred by the Covenantor and its Proposed Buyer for the return of any monies paid or received or for any costs and legal expenses, shall be borne jointly and severally by the Covenantor and its Proposed Buyer and such parties shall hold the City of La Quinta ("City") and Covenantee harmless and reimburse their expenses, legal fees and costs for any action and City and/or Covenantee take in enforcing the terms of this Section 4(d). 882/015610-0043 _ 346077.05 a01/15/03 _6 e. Execution of Buyer Affordable Housing Documents. Notwithstanding anything to the contrary in this Agreement, at close of escrow of the sale of the Unit from the Covenantor to an Eligible Buyer, the Eligible Buyer shall execute a complete set of Buyer Affordable Housing Documents. The Buyer Affordable Housing Documents require, among other things, that during the Affordability Period for said Unit, (i) the Unit must be owner - occupied at all times and cannot be rented or leased; (ii) the Unit may only be Transferred at an Affordable Housing Cost to an Eligible Buyer; and (iii) the maximum permitted sales price for the Unit may be less than fair market value. g. Delivery of Documents. Upon the close of the proposed Transfer, the Covenantor shall provide the Covenantee with a certified copy of the recorded documents, a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents which the Covenantee may request. COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED BUYER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR FURTHER ACKNOWLEDGES THAT IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE COVENANTEE AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE BUYERS AT AN AFFORDABLE HOUSING COST. The covenant contained in this Section 3 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date set forth in Section 12 hereof. 5. 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: 882/015610-0043 _ 346077.05 a01/15/03 —� ACKNOWLEDGMENT OF RECEIPT OF TWO COPIES OF NOTICE Each of the undersigned hereby acknowledges receipt of two completed copies of the Notice of Right of Rescission. (Owner's Signature) (Owner's Signature) (Date) (Date) EFFECT OF RESCISSION. When a customer exercises his right to rescind he is not liable for any finance or other charge and any security interest becomes void upon such a rescission. Within ten (10) days after receipt of a notice of rescission, the creditor shall return to the customer any money or property given as earnest money, down payment or otherwise, and shall take any action necessary or appropriate to reflect the termination of any security interest created under the transaction. If the creditor has delivered any property to the customer, the customer may retain possession of it. Upon the performance of the creditor's obligations under this section, the customer shall tender the property to the creditor, except that if return of the property in kind would be impracticable or inequitable, the customer shall tender its reasonable value. Tender shall be made at the location of the property or at the residence of the customer, at the option of the customer. If the creditor does not take possession of the property within ten (10) days after tender by the customer, ownership of the property vests in the customer without obligation on his part to pay for it. 882/015610-0043 _ 349562.02 a12/10/02 �� (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, 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 5 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 5 shall run with the land in perpetuity. 6. 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; 892/015610-0043 346077.05 a01/15/03 -8- and (4) no trees and shrubbery grown uncontrolled without proper pruning; (5) no vegetation so overgrown as to be likely to harbor rats or vermin; (6) no dead, decayed, or diseased trees, weeds, and other vegetation. (b) No yard areas shall be left unmaintained, including: (1) no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1) week; (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 areas. (4) no vehicles parked or stored in areas other than approved parking (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; and (5) no graffiti. 7. Covenantee's Right of Reverter Covenantee shall have the additional right, at its option, to reenter and take possession of the Property with all improvements thereon and revest in the Covenantee the estate theretofore conveyed to the Covenantor, if after conveyance of title to the Property and prior to issuance of the Certificate of Completion for the lot or lots in question, the Covenantor shall: (a) Fail to proceed with the construction of the Project as required by the Affordable Housing Agreement (subject to any force majeure delays) for a period of six (6) month after written notice of such abandonment or suspension from the Covenantee subject to any force majeure delays under Section 603 of the Affordable Housing Agreement; or 882/015610-0043 346077.05 a01/15/03 -9 (b) Abandon or substantially suspend construction of the improvements for a period of six (6) month (subject to any force majeure delays) after written notice of such abandonment or suspension from the Covenantee; or (c) Transfer or suffer any involuntary transfer of the Property or any part thereof in violation of the Affordable Housing Agreement. Such right to reenter, repossess and revest to the extent provided in this Declaration shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (1) Any mortgage, deed of trust or other security instrument permitted by the Affordable Housing Agreement; or (2) Any rights or interest provided in the Affordable Housing Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. Upon the revesting in the Covenantee of title to the Property or any part thereof as provided in this Section 7, the Covenantee shall, pursuant to its responsibilities under state law, use its best efforts to resell the Property or part thereof as soon and in such manner as the Covenantee shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and responsible party or parties (as determined by the Covenantee) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Covenantee and in accordance with the uses specified for the Property or part thereof in the Redevelopment Plan. Upon such resale of the Property, the proceeds thereof shall be applied: (i) First, to reimburse the Covenantee on its own behalf or on behalf of the City for all costs and expenses incurred by the Covenantee (excluding salaries to personnel and other items of overhead of the Covenantee or the City) in connection with the recapture, management and resale of the Property or part thereof (but less any income derived by the Covenantee from the Property or part thereof in connection with such management); all taxes, assessments and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County of Riverside assessing official as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Covenantor; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property or part thereof; and any amounts otherwise owing the Covenantee by the Covenantor; and (ii) Second, to reimburse the Covenantor up to the amount equal to the sum of: (a) the Purchase Price paid to the Covenantee by the Covenantor for the Property (or allocable to the part thereof); plus (b) the costs and expenses incurred by the Covenantor for the development of the Property and for construction of the improvements existing on the Property 882/015610-0043 346077.05 a01/15/03 -1 0- at the time of the reentry and repossession; less (c) any payments for work that has not been completed by the Covenantor on the Property or the improvements. Any balance remaining after such reimbursements shall be retained by the Covenantee as its property. To the extent that the rights established in this Section 7 involve a forfeiture, it must be strictly interpreted against the Covenantee, the party for whose benefit it is created. The rights established in this Section 7 are to be interpreted in light of the fact that the Covenantee will convey the Property to the Covenantor for development and not for speculation. 8. Covenants Do Not Impair Liens No violation or breach of 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 instrument. 9. Conflict with Other Laws; Severability. In the event that any provision of this Declaration is found to be contrary to applicable law, then the contrary provisions of this Declaration shall be deemed to mean those provisions which are enforceable and consistent with such laws and policies. The remaining portions of this Declaration shall be deemed modified in a manner which is consistent with the goals and intent of this Declaration to provide housing at an Affordable Housing Cost to Eligible Buyers. Every provision of this Declaration is intended to be severable. In the event any term or provision of this Declaration is declared by a court of competent jurisdiction to be unlawful, invalid or unenforceable for any reason, such determination shall not affect the balance of the terms and provisions of this Declaration, which terms and provisions shall remain binding and enforceable. 10. Covenants for Benefit of City and Covenantee. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and the City and such covenants shall run in favor of the Covenantee and the City for the entire period during which such covenants shall be in force and effect, without regard to whether the Covenantee or the City is or remains an owner of any land or interest therein to which such covenants relate. The Covenantee and the City, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. 11. Notices, Demands and Communications Written notices, demands and communications between the Covenantor and the Covenantee shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same- 882/015610-0043 346077.05 a01 /15/03 -1 1- day or overnight courier service that provides a receipt showing date and time delivery, or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, as follows: Covenantor: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, CA 92210 Attn: Daniel E. Olivier, Esq Covenantee: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, CA 92253 copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. 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 third (3rd) calendar day from the date it is postmarked if delivered by registered or certified mail. 12. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as of forty-five (45) years from the date the Agency issues a Certificate of Completion for the Project. 13. Counterparts This Declaration may be executed in counterparts each of which, when both Covenantor and Covenantee have signed this Declaration, shall be deemed an original and shall constitute one and same instrument. [end — signature page follows] 882/015610-0043 346077.05 a01/15/03 -12- 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. "COVENANTEE" THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Its: Executive Director Attest: Secretary (Covenantee's and Covenantor's Signature must be acknowledged by a Notary Public) "COVENANTOR" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Its: By: Its: APPROVED AS TO FORM RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency 882/015610-0043 346077.05 a01/15/03 -13- STATE OF CALIFORNIA ) ) ss COUNTY OF ) On personally appeared before me, 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] STATE OF CALIFORNIA ) ) ss COUNTY OF ) On personally appeared Notary Public before me, 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. Notary Public [SEAL] 882/015610-0043 346077.05 a01/15/03 -14- STATE OF CALIFORNIA ) ss COUNTY OF ) On personally appeared before me, 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. Notary Public [SEAL] 882/015610-0043 c 346077.05 a01/15/03 -1 J- EXHIBIT A LEGAL DESCRIPTION OF PROPERTY [TO BE INSERTED] 882/015610-0043 346077.05 a01/15/03 16 EXHIBIT A LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 29, Towcn§hip 5 South, Range 7 East, S.B.M. in the City of La Quinta, County of Riverside, State of California, more particularly described as follows: Commencing at the Southwest corner of said Southwest Quarter of Section 29; thence South 89°19'19" East 55.01 feet; thence North 0°20'08" West 87.01 feet to a point on the easterly right of way line of Adams Street; thence continuing North 0°20'08" West 420.75 feet along the easterly right of way line of Adams Street; thence departing said right of way line South 89°51'38" East 1,060.00 feet to the point of beginning; thence North 0"20'08" -West 580.00 feet; thence South 89"51'38" East 872.25 feet; thence South 0° 13'55" East 1,050.89 feet to a point on the Northerly right of way line of 481h Street; thence North 89'19'19" West 698.29 feet along said right of way line; thence departing said right of way line North 0°40'41" East 250.12 feet; thence North 89019'19" West 101.50 feet; thence North 0'24'31" East 16.05 feet; thence North 89°35'29" West 76.97 feet; thence North 0°08'22" East 197.85 feet to the point of beginning. w `A Joel G. Morrison LS 6830 Expires 9/30/04 41--A p2 Date EXHIBIT B CALCULATION OF AFFORDABLE HOUSING COST "Affordable Housing Cost" for the purposes of the Affordable Housing Agreement is that purchase price (inclusive of the proceeds of the Homebuyer Assistance) which would result in a monthly housing cost which is not less than twenty-eight percent (28%) of the gross income of the purchaser and does not exceed the greater of (a) the product of thirty-five percent (35%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the unit for Eligible Buyers earning not more than one hundred ten percent (110%) of Riverside County median income, or (b) the product of thirty-five percent (35%) of the actual gross income of the household for Eligible Buyers earning between one hundred ten percent (110%) and one hundred twenty percent (120%) of Riverside County median income. The following is a worksheet of how to calculate Affordable Housing Cost using the two methods set forth above: A. All Moderate Income Buyers Monthly housing costs may not exceed l/12 of 3 5 % x 110% of Riverside County Median Income adjusted for family size appropriate for the unit. For a two- bedroom housing Unit, monthly housing costs may not exceed 1/12 of 35% x 110% of Riverside County Median Income for a family of 3 (example of Median Income is $45,250 in Riverside County pursuant to regulations issued by the California Department of Housing and Community Development in February 2002, or $1,452). Monthly Housing Costs include: a. Mortgage Principal and Interest b. Private Mortgage Insurance C. Property Taxes d. Fire/Casualty Insurance Property Maintenance f. Utilities Allowance g. Homeowner's Association ("HOA") Fees For example, in the following situation, for a 2 bedroom housing Unit, assuming an 8% interest rate on a conventional loan, and assuming a down payment of at least 3% of the purchase price and an average second trust deed loan from the Agency of $48,000, the maximum loan amount would be $136,300 and the maximum purchase price would be $190,000 (down 882/015610-0043 17 346077.05 a01/15/03 payment of $5,700 + Agency Loan of $48,000 + first trust deed loan of $136,350). The foregoing is based upon the following monthly housing costs: a. Mortgage Principal and Interest $994.00 b. Private Mortgage Insurance $0.00 C. Property Taxes $198.00 d. Fire/Casualty Insurance $45.00 e. Property Maintenance $20.00 f. Utilities Allowance $65.00 g. Homeowner's Association $120.00 TOTAL: $1,442.001 B. Buyer's Income is between 110% and 120% of Riverside County Median Income Under method (b), monthly housing costs may not exceed 1/12 of 35% of the purchaser's income, instead of the formula set forth in paragraph (a) above. For example, if the purchaser is a three -person household earning $54,000 monthly housing costs may not exceed $1,575. The maximum sales price would be calculated in the same manner as in paragraph (a) above. For example, if all the other assumptions stated in that paragraph also apply herein, the purchaser's maximum loan amount would be $150,850, and the maximum purchase price, absent the Agency Second Trust Deed Loan would be $157,000. The foregoing is based upon the following monthly housing costs: a. Mortgage Principal and Interest $1100.00 b. Private Mortgage Insurance $0.00 C. Property Taxes $213.00 d. Fire/Casualty Insurance $50.00 e. Property Maintenance $20.00 f. Utilities Allowance $65.00 g. Homeowner's Association $120.00 TOTAL: $1,568.001 882/015610-0043 -1 g- 346077.05 a01/15/03 The foregoing are intended to be examples of how to calculate affordable housing cost, and the actual numbers will vary depending upon such factors as changes in median income, interest rates, amount of down payment, etc. Please see attached chart of Riverside County median income for moderate income purchasers. 882/015610-0043 - 1 9- 346077.05 a01/15/03 RIVERSIDE COUNTY 2002 Affordable Housing Costs for Home Purchase Programs for Persons of Moderate Income (3) (Income figures based on Department of Housing and Community Development Income Limits dated February, 2002) 1 Person Household 2 Person Household 3 Person Household Median Median Median Income $35,200 Income $40,250 Income $45,250 Monthly Affordable Monthly Monthly Annual Housing Annual Affordable Annual Affordable Income(') Cost(2) Income Housing Cost Income Housing Cost $42,250 $1,129 $48,300 $1,291 $54,300 $1,452 4 Person Household 5 Person Household 6 Person Household Median Median Median Income $50,300 Income $54,300 Income $58,350 Monthly Monthly Monthly Annual Affordable Annual Affordable Annual Affordable Income Housing Cost Income Housing Cost I Income Housing Cost $60,350 $1,614 $65,200 $1,742 1 $70,000 $1,872 7 Person Household 8 Person Household Median Median Income $62,350 Income $66,400 Monthly Monthly Annual Affordable Annual Affordable Income Housing Cost Income Housing Cost $74,850 $2,000 $79,650 $2,130 DEFINITIONS: 1. Annual Income: Gross income from all sources for all members of the household. 2. Monthly Housing Costs: Amount of mortgage payment principal and interest, mortgage insurance, property taxes, and property insurance. 3. Moderate Income Affordable Housing Costs: Assumes affordable housing costs computed at 35% of 110% of median income; may not be less than 28% of household's gross income. 882/015610-0043 -20- 346077.05 a01/15/03 EXHIBIT C REQUEST FOR APPROVAL OF PROPOSED BUYER [SEE ATTACHED PAGES] 882/015610-0043 346077.05 a01/15/03 REQUEST FOR APPROVAL OF PROPOSED BUYER THIS FORM MUST BE DELIVERED TO THE AGENCY BEFORE PROCEEDING WITH ANY TRANSFER OF THE PROPERTY. La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Project Officer Re: Request for Approval of Proposed Buyer To Whom It May Concern: The undersigned is the owner of real property in La Quinta, located at (the "Property"), which was developed with assistance from the Agency ("Owner") The Owner now desires to transfer the Property and by this letter is requesting the Agency to approve the proposed buyer. 1. The Proposed Buyer is: Name: Current Address: Telephone Number: 2. The terms of the proposed transfer are (a) Sales price of $ . This sales price is based on the lesser of (i) Fair market value; or The maximum price at which the Purchase Housing Cost of the Proposed Buyer would not exceed Affordable Housing Cost. The calculation of the Sales Price under this subsection (ii) is illustrated in Exhibit "B" to the Declaration of Covenants, Conditions, and Restrictions for Property. 882/015610-0043 1 346077.05 a01/15/03 IN ORDER TO ANSWER QUESTION 2(b) YOU MUST CALCULATE THE PROPOSED SALES PRICE BASED ON AFFORDABLE HOUSING COST, TAKING INTO CONSIDERATION ALL ITEMS LISTED IN THE DEFINITION OF PURCHASE HOUSING COST. (b) Price of any personal property being sold by the Owner to the proposed buyer: $ . (If none, so state.) (c) The price of $ to be paid by the proposed buyer for any services of Owner. (If none, so state). (d) All other amounts of money or other consideration, if any, concerning the Property or any other matter to be paid by the proposed buyer to the Owner: $ (If none, so state.) (e) Sources of payment of sales price: Sales price $ Cash down payment $ 1 st loan $ 2nd loan $ Other (describe) $ Total $ (f) The financing obtained by the proposed buyer to purchase the Property is as follows: 1 st Loan: Loan amount $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: 882/015610-0043 _ 346077.05 a01/15/03 _2 Lender: Lender's address: 2nd Loan: Loan amount: $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: Lender: Lender's address: Other Loans: (describe, if none, so state) (g) The monthly Purchase Housing Cost to be paid by the proposed buyer: 1st loan monthly payment: $ 2nd loan monthly payment: $ Other loans monthly payment: $ Taxes and assessments (1/12 of $ yearly taxes and assessments): Insurance (1/12 of yearly $ premium): Homeowner's dues: $ Total: $ 882/015610-0043 _ 346077.05 a01/15/03 _3 3. The proposed buyer represents, warrants and covenants the following: (a) The Property will be the principal residence of the proposed buyer. (b) The combined maximum annual income for all household members of the proposed buyer is $ . (This figure must include all sources of income.) (c) The proposed buyer will deliver to the Agency a signed financial statement on a form acceptable to the Agency. 4. The proposed buyer's household consists of the following persons who will reside in the Property: Adults (18 or over) - [name of each]: Minors (under 18) [name of each]: 5. The proposed buyer must submit to the Owner, on a form available from the Owner, an income certification so the Owner may determine if the proposed buyer is an Eligible Buyer. 6. A true and correct copy of the proposed buyer's most recent tax return to the U.S. Internal Revenue Service is attached hereto. 7. A true and correct copy of the purchase and sale or other agreement between the Owner and the proposed buyer is attached hereto. 882/015610-0043 _ 346077.05 a01/15/03 -4 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. OWNER: Date signature signature print name print name street address telephone city state zip code PROPOSED BUYER: Date signature print name street address city signature print name telephone state zip code 882/015610-0043 _ 346077.05 a01/15/03 _5 Owner's Certification Based on the Proposed Buyer's Certificate above, and all documents attached hereto, Owner hereby certifies that: (1) Proposed Buyer is an Eligible Buyer; and (2) The monthly Purchase Housing Cost to be paid by the Proposed Buyer shall not exceed the monthly Affordable Housing Cost. [Capitalized terms used above are defined in the Agreement to which this certificate is attached unless otherwise provided herein.] OWNER: [Name] Date: 882/015610-0043 _ 346077.05 a01/15/03 _6 ATTACHMENT NO. 9 CERTIFICATE OF COMPLETION [SEE ATTACHED PAGES] 882/015610-0043 346077.05 a01/15/03 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) (Exempt from Recording Fee Per Gov. Code § 6103) CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT WHEREAS, by an Affordable Housing Agreement dated , 2003 ("Agreement"), by and between the LA QUTNTA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter referred to as the "Agency") and SANTA ROSA DEVELOPMENT, INC., a California corporation ("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 a senior citizen housing development ("Project") thereon according to the terms and conditions of the Agreement; and WHEREAS, pursuant to Section 315 of the Agreement, promptly after completion of the Project 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 Project 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 Project conforms to the Agreement; NOW, THEREFORE: 1. As provided in the Agreement, the Agency does hereby certify that the construction of the Project required to be constructed on the real property described in Exhibit "A" hereto has been satisfactorily performed and completed and that such development and construction work complies with the Agreement. 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 real property described in Exhibit "A", or any part hereof. 882/015610-0043 346077.05 a01/15/03 3. This Certificate of Completion does not denote completion of any work required to be completed, other than on the real property described in Exhibit "A". 4. This Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. IN WITNESS WHEREOF, the Agency has executed this Certificate as of this day of ATTEST: Agency Secretary LA QUINTA REDEVELOPMENT AGENCY By Executive Director CONSENT TO RECORDATION SANTA ROSA DEVELOPMENT, INC., a California corporation which is the owner of fee title to the real property described in Exhibit "A" hereto, hereby consents to the recordation of this Certificate in the official records of Riverside County. Its: 882/015610-0043 _ 346077.05 a01/15/03 _2 STATE OF CALIFORNIA ) ) ss COUNTY OF On personally appeared before me, 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF 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. Notary Public [SEAL] 882/015610-0043 3 346077.05 a01/15/03 ATTACHMENT NO. 10 BUYER AFFORDABLE HOUSING DOCUMENTS BUYER AFFORDABLE HOUSING AGREEMENT 2. BUYER MEMORANDUM RE OPTION TO PURCHASE 3. BUYER PROMISSORY NOTE 4. BUYER SECOND DEED OF TRUST BUYER DISCLOSURE STATEMENT (Copies attached on following pages) 882/015610-0043 346077.05 a01/15/03 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attn: Executive Director Exempt From Recording Fee Pursuant to ltovernment k-;oae g o 1 AFFORDABLE HOUSING AGREEMENT THIS AFFORDABLE HOUSING AGREEMENT (the "Agreement") is made this day of , by and between ("Participant") and the LA QUINTA REDEVELOPMENT AGENCY ("Agency"). RECITALS A. Participant has entered into an agreement (the "Purchase Agreement") to purchase a single family home located at , in the City of La Quinta ("City"), California (the "Property"). The Property is more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference. B. The Property is located in a "senior citizen housing development," as that term is defined by California Civil Code Section 51.3(b)(4). C. Participant requires financial assistance from the Agency to purchase the Property and would not be able to purchase the Property without such assistance. Participant is both of the following: (i) a "person or family of moderate income" who currently earns less than 120% of the current annual "area median income" for the Riverside County area, adjusted for family size appropriate for the unit, as those terms are defined by California Health and Safety Code Section 50093; and (ii) a "senior citizen" who is 55 years of age or older, as that term is defined by California Civil Code Section 51.3(b)(1). D. Participant has represented to Agency that Participant shall reside in the Property as Participant's principal residence at all times throughout the term of this Agreement. E. Agency desires to assist "senior citizens" who are also "persons and families of moderate income" (collectively, "Eligible Buyers"), to purchase residential property and to increase, improve and preserve moderate -income housing available at "affordable housing cost" (as defined in Health and Safety Code Section 50052.5) within the territorial jurisdiction of Agency in accordance with the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. F. Participant acknowledges that Agency and DC & TC, LLC, a California limited liability company ("Developer"), the developer of the Property, previously entered into an Affordable Housing Agreement, dated (the "AFA"), and that the Property is subject to affordability restrictions stemming from (i) the AFA, which require purchasers of the 882/015610-0043 346300.02 a01/15/03 Property to execute this Agreement in favor of Agency, and (ii) that certain Declaration of Covenants, Conditions, and Restrictions for Property, entered into by and between the Agency and Developer and recorded on , as Instrument No. , in the Official Records of Riverside County (the "Declaration"). G. Agency desires to lend to Participant, and Participant desires to borrow from Agency, funds in the form of a second trust deed mortgage assistance loan secured by a second lien deed of trust to assist Participant to purchase the Property pursuant to the Program and subject to the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration the parties agree as follows: 1. Duration of Covenants. The covenants set forth in this Agreement shall remain in effect from the date this Agreement is recorded and continue thereafter for forty-five (45) years following the date of recordation ("Covenant Period"). 2. Agency Loan. Agency shall loan to Participant (the "Agency Loan") the amount of Dollars ($) subject to the conditions and restrictions set forth herein. Participant shall execute, as maker, and deliver to Agency a promissory note in favor of Agency, as holder, in the principal amount of the Agency Loan (the "Note Amount"), substantially in the form delivered to Participant prior to receiving the Agency Loan (the "Note" or "Promissory Note"). Interest on the Note Amount shall accumulate at the rate of seven percent (7%) per annum, compounded annually. At the expiration of the Covenant Period, the Note shall be cancelled and the Note Amount, together with interest thereon, shall be forgiven, unless prior to that time an "Event of Acceleration" (as that term is defined in Section 4 hereof) has occurred. Participant shall also execute and deliver to Agency a second deed of trust which shall secure the Note, in the form delivered to Participant prior to receiving the Agency Loan (the "Agency Deed of Trust"). As a further condition of the Agency making the Agency Loan to Participant, Participant shall execute and deliver to Agency (i) a memorandum re option to purchase ("Memorandum Re Option to Purchase"), and (ii) a Borrower Disclosure Statement and Notice of Rescission (collectively "Disclosure Statement"), both of which shall be in the form delivered to Participant prior to receiving the Agency Loan. 3. Property Transfer Restrictions. a. Participant shall not "Transfer" (as defined below) or permit the Transfer of the Property unless the Transfer is a "Permitted Transfer" (as defined below). A "Transfer" is (i) any sale, assignment, or transfer of an interest in the Property, including, without limitation, a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life estate, or other limited estate, leasehold interest or any rental of the Property, (ii) any interest evidenced by a land contract, (iii) the refinancing of the lien of the Agency Deed of Trust, or (iv) the refinancing of any lien to which the lien of the Agency Deed of Trust is subordinated (the "First Lien") other than a "Permitted First Lien Refinance" (as defined in Section 7 hereof). 882/015610-0043 _ 346300.02 a01/15/03 -2 b. Transfers shall be designated as voluntary or involuntary. Involuntary Transfers are Transfers that occur by operation of law, in the absence of an express conveyance by Participant, and include, but are not limited to, Transfers by devise, inheritance, incompetency, marriage, and divorce (collectively, "Involuntary Transfers"). Voluntary Transfers occur by affirmative act of Participant, and include Transfers by gift, sale and lease, any refinance that constitutes a Transfer, and any other Transfer that does not constitute an Involuntary Transfer. C. The following Transfers shall constitute "Permitted Transfers": (i) Voluntary Transfers to a spouse or to an Eligible Buyer; and (ii) Involuntary Transfers. A Transfer that does not constitute a Permitted Transfer (a "Prohibited Transfer") is expressly prohibited by this Agreement and shall be null and void and shall constitute a default of Participant under this Agreement, entitling Agency to exercise its right to purchase the Property from the new owner, as described in Section 6 herein, as well as all remedies available at law or equity, including without limitation the enforcement of the liquidated damages provision in Section 18 of this Agreement. 4. Events of Acceleration. The Agency Loan shall become due and immediately payable irrespective of any provisions herein to the contrary upon the occurrence of any one of the following events of acceleration ("Event of Acceleration"): (i) Transfer of the Property (as defined in Section 3 above), except a Transfer which under applicable law, would not, by itself, permit Agency to exercise a due on sale or due on encumbrance clause, or (ii) such time if or when Participant (or upon Participant's Transfer of the Property pursuant to a Permitted Transfer, Participant's transferee) is no longer in compliance with the occupancy requirements set forth in Section 9 of this Agreement or is in default of any other obligation under this Agreement, the Note, or the Agency Deed of Trust. Notwithstanding the above, however, the following Transfers of the Property shall not be an Event of Acceleration: a. A Transfer to Participant's Spouse; b. An Involuntary Transfer that satisfies both of the following: (1) The transferee(s) gives notice to Agency of such event within thirty (30) days of its occurrence and the transferee(s) assumes the Participant's obligations under this Agreement, by execution of an assignment and assumption agreement to be provided by Agency; and (2) Where the transferee is not a "Qualified Permanent Resident" (as that term is defined in Civil Code Section 51.3(b)(2) and described in Section 9 hereof), or an Eligible Buyer, such transferee Transfers the Property to an Eligible Buyer within one hundred eighty (180) days after the transferee obtains title to the Property. Agency's Executive Director may, in his or her sole and absolute discretion, waive some or all of the requirements of this Section 4. 882/015610-0043 _ 346300.02 a01/15/03 _3 5. Notice to Agency. Participant (or Participant's heirs following the death of Participant) agrees to notify Agency in writing not less than thirty (30) days prior to any Transfer of any interest in the Property. 6. Sale of Property; Agency's Option to Purchase. a. If Participant desires to sell, quitclaim, exchange, or in any manner dispose of the Property or any part thereof ("Proposed Sale"), Participant shall first notify Agency of its intent to transfer the Property, by sending to Agency the notification form attached hereto and incorporated herein as Exhibit "C", no later than ten (10) days prior to the date each time the Property is placed on the market for a Proposed Sale. b. Participant shall not sell or transfer the Property until such time as Agency has determined (i) the proposed buyer is an Eligible Buyer; (ii) the proposed buyer intends to occupy the Property as its principal residence; and (iii) the Proposed Sale is at an "Affordable Housing Cost" (as defined below). If Participant identifies a buyer whom the Participant believes to be an Eligible Buyer, Participant shall cooperate with and reasonably assist Agency with the determination of whether the proposed buyer is an Eligible Buyer. Within ten (10) days after Participant locates the proposed buyer, Participant shall submit to Agency (1) information evidencing the proposed buyer's identity and income in order that Agency may make a preliminary determination regarding the buyer's household income status ("Preliminary Determination"); and (2) the price at which Participant proposes to sell the Property (less the value of any personal property or equipment included in said price). In the event Agency makes a Preliminary Determination that the buyer qualifies as an Eligible Buyer, Participant may proceed with opening an escrow for a Proposed Sale; provided, however, that not less than twenty (20) days prior to the date escrow is scheduled to close for the Proposed Sale, Participant shall submit to Agency adequate information to enable the Agency to make a final determination regarding whether the buyer qualifies as an Eligible Buyer and whether the Property is available to such buyer at an Affordable Housing Cost ("Final Determination"). Such information shall include (a) a completed request for approval of buyer form in the form attached hereto and incorporated herein as Exhibit "D"; (b) the purchase and sale agreement pursuant to which Participant proposes to sell the Property to the proposed buyer; and (c) information evidencing the income of the proposed buyer including, but not limited to, original or true copies of pay stubs, income tax records or other financial documents. Agency may request additional information reasonably required to make a Final Determination regarding the proposed buyer's status. If Agency is unable to make a Final Determination regarding the proposed buyer's income as provided herein prior to the date set for the Proposed Sale, then the proposed buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Buyer status and Participant may not conclude the Proposed Sale. As used herein, the term "Affordable Housing Cost" shall be that purchase price which would result in an annual "Purchase Housing Cost" (as defined below) which does not exceed one of the following calculations, as applicable: 882/015610-0043 _ 346300.02 a01/15/03 _4 (1) For moderate income purchasers earning not more than one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate to the unit, Affordable Housing Cost shall be not less than twenty-eight percent (28%) of the gross income of the household nor exceed the product of thirty-five percent (35%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate to the unit; or (2) For moderate income purchasers earning more than one hundred ten percent (110%) but less than one hundred twenty percent (120%) of the Riverside County median income, Affordable Housing Cost shall be the product of thirty-five percent (35%) of the actual gross income of the household. "Purchase Housing Cost" shall be a cost that includes all of the following associated with the Property, estimated or known as of the date of the Proposed Sale of the Property: (1) Principal and interest payments on a mortgage loan including any rehabilitation loans and any loan insurance fees associated therewith. (2) Property taxes and assessments. (3) Fire and casualty insurance covering replacement value of property improvements. (4) Any homeowner association fees. (5) A reasonable utility allowance. (6) A reasonable property maintenance allowance. For purposes of this Agreement, the term "adjusted for family size appropriate to the unit" shall mean a household of one person in the case of a studio unit, two persons in the case of a one -bedroom unit, three persons in the case of a two -bedroom unit, four persons in the case of a three -bedroom unit, and five persons in the case of a four - bedroom unit. Participant shall contact the Agency to determine the applicable Affordable Housing Cost for a particular proposed Eligible Buyer. A sample calculation of an Affordable Housing Cost is attached hereto and incorporated herein as Exhibit `B". C. Upon (i) Participant's sale of the Property to a person who is an Eligible Buyer (provided that person's status as an Eligible Buyer has been verified by Agency pursuant to this Section 6) at an Affordable Housing Cost, and (ii) the Eligible Buyer's execution of an assignment and assumption agreement in a form satisfactory to Agency's legal counsel, the Agency Loan shall be assigned to the Eligible Buyer upon the close of escrow for such sale. 882/015610-0043 _ 346300.02 a01/15/03 -5 d. At any time prior to the time Participant enters into a binding agreement with an Eligible Buyer for a Proposed Sale, Agency shall have an option to (i) purchase the Property from Participant at the Affordable Housing Cost set forth in paragraph b(1) above, or (ii) to cause the purchase of all the Property by an Eligible Buyer at an Affordable Housing Cost. Agency's exercise of such option to purchase shall be made by delivery of written notice to Participant. In the event Agency either purchases the Property or arranges the purchase by an Eligible Buyer, an escrow shall be established to close within forty-five (45) days after delivery of Agency's notice of exercise, subject to any extensions, at Agency's option, for causes outside the control of Agency. In the event Agency exercises its option to purchase the Property pursuant to (i) above, the balance of the Agency Loan and any accrued interest thereon shall be due and payable to Agency prior to or at the close of escrow. In the event Agency arranges the purchase by an Eligible Buyer pursuant to (ii) above, the Eligible Buyer shall be required to execute an assignment and assumption agreement in a form satisfactory to Agency's legal counsel. e. IN THE EVENT PARTICIPANT SELLS THE PROPERTY TO A BUYER WHO DOES NOT QUALIFY AS AN ELIGIBLE BUYER, AGENCY SHALL HAVE AN OPTION TO PURCHASE THE PROPERTY FROM THE BUYER AT THE AFFORDABLE HOUSING COST SET FORTH IN PARAGRAPH b(1) ABOVE. THE FOREGOING CONSTITUTES NOTICE TO ANY BUYER OF THE PROPERTY WHO HAS PURCHASED THE PROPERTY WITHOUT OBTAINING THE PRIOR APPROVAL OF AGENCY. f. Agency's option to purchase set forth in paragraphs d and e of this Section 6 shall terminate and be of no further force or effect on the date that is forty-five (45) years after the recordation of this Agreement. Agency's option to purchase set forth in this Section shall be memorialized by the Memorandum Re Option to Purchase substantially in the form as distributed to Participant prior to receiving the Agency Loan to be recorded against the Property concurrently herewith. PARTICIPANT UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED SALE, AND THAT THE AFFORDABLE HOUSING COST PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THE AFFORDABILITY COVENANTS IN THIS AGREEMENT. PARTICIPANT FURTHER ACKNOWLEDGES THAT IN SETTING THE AFFORDABLE HOUSING COST, THE PRIMARY OBJECTIVE OF AGENCY AND THIS AGREEMENT IS TO PROVIDE HOUSING TO ELIGIBLE BUYERS AT AN AFFORDABLE HOUSING COST. PARTICIPANT'S INITIALS 882/015610-0043 _ 346300.02 a01/15/03 -6 7. Refinance of First Lien. a. Participant shall be permitted to refinance the First Lien for either of the following amounts (each, a "Permitted Refinance"): (i) not more than the then -current principal balance of the First Lien, or (ii) for more than the then -current principal loan balance of the First Lien (i.e., obtain a "cash out" refinance) in accordance with paragraph b below. b. In a "cash out" refinance, the new first mortgage loan principal shall not exceed the lesser of: (1) An amount which when combined with the principal of the Agency Loan (i.e., the total of the principal of the new first mortgage loan plus the principal of the Agency Loan) does not exceed seventy percent (70%) of the appraised value of the Property as evidenced by an appraisal (paid for by Participant) from a qualified appraiser, or based on other evidence acceptable to Agency's Executive Director or authorized designee in his/her sole and absolute discretion; (2) The maximum amount the Participant may borrow as the new first mortgage loan without the Participant exceeding "Affordable Housing Cost" (as described in Section 6 hereof); or (3) An amount equal to the sum of (x) the outstanding principal balance, at the time of the refinance, of the then -current First Lien that is being refinanced, plus (y) usual and customary closing costs paid by Participant but excluding loan origination points or loan origination fees, plus (z) Twenty -Five Thousand Dollars ($25,000.00). Notwithstanding the foregoing, the Agency Executive Director shall have the authority, in his/her sole and absolute discretion, on behalf of the Agency to approve the following: (i) with respect to subparagraph (1) above, an increase from 70% to up to 80% in the maximum loan -to -value ratio, and (ii) with respect to subparagraph (3) above, an increase from Twenty -Five Thousand Dollars ($25,000) to up to Fifty Thousand Dollars ($50,000); provided, however, in both cases, Participant shall have provided evidence satisfactory to Agency's Executive Director, in his/her sole and absolute discretion, that the additional amount is needed to remedy a specific and significant current or identifiable future adverse financial condition of Participant and Agency's Executive Director determines, in his/her sole and absolute discretion, that such additional amount shall not jeopardize the continuation of the property as an affordable housing unit. In the event Agency's Executive Director modifies the amount in either subparagraphs (1) or (3) above, the new first mortgage loan principal shall not exceed the lesser of (a) the amount in subparagraph (1) above if and as modified, or (b) the amount in subparagraph (2) above, or (c) the amount in subparagraph (3) above if and as modified. 882/015610-0043 _ 346300.02 a01/15/03 -7 C. Participant may seek subordination of the Agency Deed Of Trust to the deed of trust of the new first mortgage loan not more than once every three (3) years; provided, however, this restriction may be waived if Participant provides evidence satisfactory to Agency's Executive Director, in his/her sole and absolute discretion, that waiver of this restriction is needed to remedy a specific and significant current or identifiable future adverse financial condition of Participant and Agency's Executive Director determines, in his/her sole and absolute discretion, that waiver of this requirement shall not jeopardize the continuation of the property as an affordable housing unit. d. Participant shall notify Agency not less than thirty (30) days prior to the date proposed for the closing of the refinance loan and shall execute such documents, and shall cause the new first mortgage lender to execute such documents, as Agency requires to effect the Agency's subordination of the Agency Deed of Trust (and related recorded regulatory agreements if necessary ) to the deed of trust of the new first mortgage lender. Agency shall only approve a subordination of the Agency Deed of Trust (and related documents if necessary) to the deed of trust of the new first mortgage lender upon confirmation of the new first loan amount and review of Participant's loan application and related material and documents. 8. Maintenance of Property. Participant shall maintain the improvements and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the La Quinta Municipal Code. Participant also agrees to comply with the Declaration, and to comply with all applicable federal, state and local laws. 9. Occupancy Standards. a. The Property shall be used as the principal residence of Participant and for no other purpose; provided, however, that one or more persons who qualify as a "Qualified Permanent Resident" or a "Permitted Health Care Resident" are also permitted to reside at the Property. As used herein, the term "Qualified Permanent Resident" shall have the meaning set forth in Civil Code Section 51.3(b)(3) and, as of the date of this Agreement, includes, but is not limited to, a person who is 45 years of age or older, is a spouse, cohabitant, or person providing primary physical or economic support to Participant; and the term "Permitted Health Care Resident" shall have the meaning set forth in Civil Code Section 51.3(b)(7) and, as of the date of this Agreement, includes but is not limited to, a person hired to provide live-in, long-term, or terminal health care to Participant or a family member of Participant providing that care. Notwithstanding the above, a Permitted Health Care Resident shall only be permitted to reside at the Property during such time as the Permitted Health Care Resident is actually providing live-in, long-term or hospice health care to Participant "for compensation" (as defined below) or, if Participant is absent from the Property, only if both of the following are applicable: (1) Participant became absent from the Property due to hospitalization or other necessary medical treatment and expects to return to the Property within ninety (90) days from the date the absence began. 882/015610-0043 _ 346300.02 a01/15/03 -8 (2) Participant or an authorized person acting for Participant submits a written request to the Agency stating that Participant desires that the Permitted Health Care Resident be allowed to remain in order to be present when Participant returns to reside at the Property. Upon written request by Participant or an authorized person acting for the Participant, the Agency shall have the discretion to allow a Permitted Health Care Resident to remain for a time period longer than ninety (90) days from the date Participant's absence began, if it appears that Participant will return within a period of time not to exceed an additional ninety (90) days. For purposes of this Section, the phrase "for compensation" shall mean in exchange for payment, services or other remuneration of equal value, and shall include the provision of lodging and food in exchange for care. b. Participant shall not enter into an agreement for the rental or lease of the Property. C. The maximum occupancy of the Property shall not exceed the maximum occupancy allowed pursuant to the general requirements of the United States Department of Housing and Urban Development which as of the date of this Agreement is two persons per bedroom, plus one person. d. Participant shall, upon demand by Agency, submit to Agency an affidavit of occupancy verifying Participant's compliance with this Section 9. Said affidavit may be required by Agency on an annual basis. e. Notwithstanding the residency and occupancy restrictions set forth in this Section 9, guests of Participant and/or guests of a Qualified Permanent Resident shall be permitted to temporarily reside at the Property for a cumulative total of not more than ninety (90) days in any year. f. Agency may grant a temporary waiver of the above requirements for good cause, in Agency's sole and absolute discretion. 10. Income and Asset Information. Participant has submitted an application and additional information verifying income and asset eligibility to Agency prior to execution of this Agreement. Participant represents, warrants and declares under penalty of perjury to Agency that all information Participant has provided and will provide in the future to Agency is and will be true, correct and complete. Participant acknowledges that Agency is relying upon Participant's representations that Participant is an Eligible Buyer, and Agency would not have entered into this Agreement if Participant did not so qualify. Asset eligibility shall be determined pursuant to the Asset Limitation Requirements set forth in the La Quinta Housing Program Implementation Manual, as it may be amended from time to time. 11. Loan Servicing. Agency may contract with a private lender or other person or entity (the "Administrator") to originate and service the Agency Loan, and to carry out Agency's obligations under this Agreement. Any reference to the duties of Agency herein shall also apply to the Administrator. 882/015610-0043 _ 346300.02 a01/15/03 _9 12. Participant Financing. As a condition to Agency's obligation to make the Agency Loan, Participant shall obtain first trust deed financing for the purchase of the Property from a reputable institutional lender (the "Lender"). In addition, Participant must make a down payment of not less than three percent (3 %) of the "Purchase Price" (as defined below). Nothing in this Agreement shall be construed as a promise or guaranty by Agency that the Participant will qualify for or receive such first trust deed financing. For purposes of this Section 12, "Purchase Price" is the original purchase price paid by the Participant to the seller of the Property for the seller's interest in the Property, together with all escrow fees, recording fees, transfer taxes, title insurance costs, broker's Agency, loan fees and any other closing or transaction costs paid by Participant. 13. Title Insurance. As a condition to disbursement of the Agency Loan, Participant, at no cost to Agency, shall obtain and cause to be delivered to Agency a standard form ALTA Lender's policy of Title Insurance, issued by a title company as may be mutually approved by Agency and Participant, in an amount not less than the Agency Loan, insuring the priority of the Agency Deed of Trust against all monetary liens and encumbrances against the Property, including but not limited to, mechanic's liens claims and excepting only (i) the lien of any non -delinquent property taxes; (ii) the Declaration recorded against the Property; (iii) the First Lien and Subordination Agreement referred to in Section 14; and (iv) other encumbrances and exceptions to title as may be approved by Agency in Agency's sole and absolute discretion. 14. Covenants Do Not Impair Lien. Agency agrees to subordinate the provisions of this Agreement, the Declaration, the Memorandum Re Option to Purchase, and the Agency Deed of Trust to any First Lien on the Property held by the Lender by recording a subordination agreement, in a form approved by Agency ("Subordination Agreement"). Participant agrees it shall instruct the Escrow Agent for the acquisition of the Property by the Participant that the order of recording in the escrow for the purchase of the Property by the Participant shall occur as follows: 1) this Agreement; 2) the Memorandum Re Option to Purchase; 3) the Agency Deed of Trust; (4) the First Lien; and (5) the Subordination Agreement. Participant shall cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the California Civil Code Section 29246. Such notice shall be sent to: La Quinta Redevelopment Agency, 78-495 Calle Tampico, La Quinta, California 92253, Attention: Executive Director. 15. Indemnification. Participant shall defend, indemnify and hold harmless Agency and the City of La Quinta and their respective officers, officials, agents, members, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to the Property or this Agreement. The Participant shall remain fully obligated for the payment of taxes, liens and assessments related to the Property. There shall be no reduction in taxes for Participant, nor any transfer of responsibility to Agency to make such payments, by virtue of the Agency Loan. 16. Insurance. Participant shall maintain, during the term of the Agency Loan, an all-risk property insurance policy insuring the Property in an amount equal to the full 882/015610-0043 346300.02 a01/15/03 -10- replacement value of the structures on the Property. The policy shall name Agency as loss payee and shall contain a statement of obligation on behalf of the carrier to notify Agency of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. Participant shall transmit a copy of the certificate of insurance and loss payee endorsement to Agency within thirty (30) days of the effective date of this Agreement, and Participant shall annually transmit to Agency a copy of the certificate of insurance and a loss payee endorsement, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance and loss payee endorsement shall be transmitted to Agency as follows: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attention: Executive Director Any certificate of insurance must be in a form, content and with companies approved by Agency. 17. Defaults. Failure or delay by either party to perform any term or provision of this Agreement which is not cured within thirty (30) days after receipt of notice from the other party constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 18. Liquidated Damages for Prohibited Transfer. In the event Agency seeks monetary damages for a Prohibited Transfer, Participant shall be required, to the extent permitted by law, to pay to Agency the entire amount of the "Sale Price" (as defined below) received in excess of the Affordable Housing Cost permitted pursuant to this Agreement; provided, however, that nothing herein shall be deemed to limit Agency's remedy for a Prohibited Transfer to seeking monetary damages, and Agency shall be entitled to pursue any other equitable remedy permitted by law, including specific performance or injunctive relief, to prevent a Prohibited Transfer. For purposes of this Section 18, the "Sale Price" is the price to be paid by the buyer of the Property to Participant for Participant's interest in the Property, after deduction of escrow fees, recording fees, transfer taxes, title insurance costs, broker's commissions, loan fees or any other closing or transaction costs paid by Participant. THE PARTIES HERETO AGREE THAT THE AMOUNT SET FORTH IN THIS SECTION 18 (THE "DAMAGE AMOUNT") CONSTITUTES A REASONABLE 882/015610-0043 -1 1- 346300.02 a01/15/03 APPROXIMATION OF THE ACTUAL DAMAGES THAT AGENCY WOULD SUFFER DUE TO THE DEFAULTS BY PARTICIPANT SET FORTH IN THIS SECTION 18, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE OF HARM TO AGENCY AND ACCOMPLISHMENT OF AGENCY'S PURPOSE OF ASSISTING IN THE PROVISION OF AFFORDABLE HOUSING TO ELIGIBLE BUYERS THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE DAMAGE AMOUNT SET FORTH IN THIS SECTION 18 SHALL BE THE SOLE DAMAGES REMEDIES FOR THE DEFAULTS SET FORTH IN THIS SECTION 18, BUT NOTHING IN THIS SECTION 18 SHALL BE INTERPRETED TO LIMIT AGENCY'S REMEDY FOR SUCH DEFAULT TO SUCH A DAMAGES REMEDY. IN PLACING ITS INITIAL AT THE PLACES PROVIDED HEREINBELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL TO EXPLAIN THE CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO THE TIME EACH EXECUTED THIS AGREEMENT. PARTICIPANT'S INITIALS: AGENCY'S INITIALS: Notwithstanding any of the above, nothing herein is intended to preclude the Agency's recovery of its attorney's fees and costs incurred to enforce this Section, as provided in Section 32. 19. Distribution of Insurance and Condemnation Proceeds. In the event the improvements on the Property are destroyed and insurance proceeds are distributed to Participant instead of being used to rebuild, or in the event of condemnation, if proceeds thereof are distributed to Participant, any surplus of proceeds so distributed remaining after payment of encumbrances of said Property, with the first claim accruing to the Lender, shall be distributed as follows: that portion of the surplus that is in excess of the Affordable Housing Cost permitted pursuant to this Agreement shall be distributed to Agency, and the balance of such surplus, if any, shall be distributed to Participant. 20. Covenant to Keep Property Drug Free. Participant represents to Agency that Participant shall maintain a drug free environment on the Property. Participant covenants to Agency that Participant and all persons residing on the Property shall not unlawfully manufacture, distribute, dispense, possess or use controlled substances, as said term is defined in 21 United States Code Section 812 and California Health and Safety Code Section 11007, including marijuana, heroin, cocaine, and amphetamines on the Property. If Participant or any person residing on the Property is convicted, pleads guilty or nolo contendere to a charge of unlawfully manufacturing, distributing, dispensing, possessing or using controlled substances on the Property, then such event shall be a default of this Agreement, which shall entitle Agency to exercise its option to purchase the Property at an Affordable Housing Cost as set forth in Section 6 of this Agreement within sixty (60) days after Agency's notice of said default. 882/015610-0043 -12- 346300.02 a01/15/03 21. 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 its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 22. Covenants to Run with the Land. All conditions, covenants, and restrictions contained in this Agreement shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by, Agency and its successors and assigns, against Participant, its successors and assigns, to or of the Property or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Agency shall be deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of Agency and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is or remains an owner of any land or interest therein to which such covenants relate. Agency shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any action at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant. 23. Non -Waiver. Failure to exercise any right Agency may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. 24. Documents. Participant is aware that Agency has prepared certain documents to implement the Program and secure repayment of the Agency Loan. Participant has reviewed and agrees to execute the following documents in substantially the form as distributed to Participant prior to receiving the Agency Loan, and any other documents reasonably required by Agency or a participating entity to complete the transaction contemplated herein: a. Promissory Note; b. Agency Deed of Trust; Disclosure Statement and Notice of Rescission; d. Memorandum Re Option to Purchase; and e. Subordination Agreement. Participant agrees and acknowledges that this Agreement, the Agency Deed of Trust, the Memorandum Re Option to Purchase, and the Subordination Agreement shall be recorded 882/015610-0043 -13 - 346300.02 a01/15/03 against the Property with the County Recorder of the County of Riverside and shall appear of record with respect to and as encumbrances to the Property. 25. Compliance with La Quinta Housing Program Implementation Manual. In addition to the terms and conditions set forth herein and in the documents listed in Section 24 above, Participant acknowledges that its occupancy and any attempted Transfer of the Property shall be in accordance with the La Quinta Housing Program Implementation Manual. 26. Further Assurances. The Participant shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, as Agency shall from time to time find necessary or appropriate to effectuate its purposes in entering into this Agreement and making the Agency Loan. 27. Governing Law. The Participant hereby agrees to comply with all ordinances, rules and regulations of Agency and the City of La Quinta (the "City"). Nothing in this Agreement is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that county or in the Federal District Court in the District of California in which Riverside County is located. 28. Amendment to Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the Participant and Agency. 29. Agency May Assign. Agency may, at its option, assign its right to receive repayment of the Agency Loan proceeds without obtaining the consent of the Participant. 30. Participant Assignment Prohibited. In no event shall Participant assign or transfer any portion of this Agreement or any of the other agreements referred to herein without the prior express written consent of Agency, which consent shall be given by Agency only in the event that Agency determines that the assignee or transferee is an Eligible Buyer, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Agreement by execution of a written assignment document to be provided by Agency. 31. Relationship of Participant and Agency. The relationship of Participant and Agency pursuant to this Agreement is that of debtor and creditor and shall not be or be construed to be a joint venture, equity venture, partnership, or other relationship. 32. Notices. Any notices, requests or approvals given under this Agreement from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address: To Participant: 882/015610-0043 -14- 346300.02 a01/15/03 To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attention: Executive Director Either party may change its address for notice by giving written notice thereof to the other party. 33. Attorneys' Fees and Costs. In the event that any action is instituted to enforce payment or performance under this Agreement, the parties agree the non -prevailing party shall be responsible for and shall pay all costs, including expert witness fees, and all attorneys' fees incurred by such prevailing party in enforcing this Agreement. 34. Nondiscrimination. Participant covenants 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 Participant itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. Participant, its successors and assigns, shall refrain from restricting the rental, sale or lease of the Property on the basis of race, color, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: 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 882/015610-0043 -15- 346300.02 a01/15/03 premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." C. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the premises." Notwithstanding the foregoing, the Participant acknowledges and agrees that during the Covenant Period, the Promissory Note and Agency Deed of Trust executed pursuant thereto, Participant shall occupy the Property as Participant's principal residence and shall not rent or lease the Property. 35. Entire Agreement. This Agreement, together with all attachments hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between Agency and the Participant concerning all or any part of the subject matter of this Agreement. 36. Authority. Each signatory hereto warrants to the other party that it has authority to sign on behalf of the party for whom it purports to sign. 37. Non -Liability of Officers and Employees. No officer, official, member, employee, agent, or representative of Agency shall be personally liable to Participant, or any successor or assign of same, in the event of any default or breach by Agency, or for any amount which may become due to Participant, or any successor or assign of same, or for breach of any obligation of the terms of this Agreement. 38. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. 39. Interpretation; Severability. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party hereto by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 40. Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, 882/015610-0043 _ 6- 346300.02 a01/15/03 between the parties with respect to the subject matter hereof, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 41. Counterparts. This Agreement may be executed in counterparts, each of which, when this Agreement has been signed by each of the parties hereto, shall be deemed to be an original. 882/015610-0043 _ 17_ 346300.02 a01/15/03 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written below. Date: Date: Date: ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Legal Counsel "Participant" By: Printed Name: By: Printed Name: "Agency" LA QUINTA REDEVELOPMENT AGENCY LO-M 882/015610-0043 346300.02 a01/15/03 STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, , Notary Public, 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] STATE OF CALIFORNIA ss. COUNTY OF On Notary Public before me, Notary Public, 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. Notary Public [SEAL] 882/015610-0043 -19- 346300.02 a01/15/03 STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, Notary Public, 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. Notary Public [SEAL] 882/015610-0043 346300.02 a01/15/03 -20_ EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY [To be inserted] 882/015610-0043 346300.02 a01/15/03 EXHIBIT "B" CALCULATION OF AFFORDABLE HOUSING COST "Affordable Housing Cost" for the purposes of the Affordable Housing Agreement is that purchase price (inclusive of the proceeds of the Homebuyer Assistance) which would result in a monthly housing cost which is not less than twenty-eight percent (28%) of the gross income of the purchaser and does not exceed the greater of (a) the product of thirty-five percent (35%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the unit for Eligible Buyers earning not more than one hundred ten percent (110%) of Riverside County median income, or (b) the product of thirty-five percent (35%) of the actual gross income of the household for Eligible Buyers earning more than one hundred ten percent (110%) of Riverside County median income. The following is a worksheet of how to calculate Affordable Housing Cost using the two methods set forth above: A. All Moderate Income Buyers Monthly housing costs may not exceed 1/12 of 35% x 110% of Riverside County Median Income adjusted for family size appropriate for the unit. For a two- bedroom housing Unit, monthly housing costs may not exceed 1/12 of 35% x 110% of Riverside County Median Income for a family of 3 (example of Median Income is $45,250 in Riverside County pursuant to regulations issued by the California Department of Housing and Community Development in February 2002, or $1,452). Monthly Housing Costs include: a. Mortgage Principal and Interest b. Private Mortgage Insurance C. Property Taxes d. Fire/Casualty Insurance C. Property Maintenance f. Utilities Allowance g. Homeowner's Association ("HOA") Fees For example, in the following situation, for a 2 bedroom housing Unit, assuming an 8% interest rate on a conventional loan, and assuming a down payment of at least 3% of the purchase price and an average second trust deed loan from the Agency of $48,000, the maximum loan amount would be $136,300 and the maximum purchase price would be $190,000 (down payment of $5,700 + Agency Loan of $48,000 + first trust deed loan of $136,350). The foregoing is based upon the following monthly housing costs: 882/015610-0043 346300.02 a01/15/03 a. Mortgage Principal and Interest $994.00 b. Private Mortgage Insurance (Included in $0.00 Mortgage Interest Rate) C. Property Taxes $198.00 d. Fire/Casualty Insurance (Included in HOA) $45.00 e. Property Maintenance $20.00 f. Utilities Allowance $65.00 g. Homeowner's Association $120.00 TOTAL: $1,442.001 B. Buyer's Income is between 110% and 120% of Riverside County Median Income Under method (b), monthly housing costs may not exceed 1/12 of 35% of the purchaser's income, instead of the formula set forth in paragraph (a) above. For example, if the purchaser is a three -person household earning $54,000 monthly housing costs may not exceed $1,575. The maximum sales price would be calculated in the same manner as in paragraph (a) above. For example, if all the other assumptions stated in that paragraph also apply herein, the purchaser's maximum loan amount would be $150,850, and the maximum purchase price, absent the Agency Second Trust Deed Loan would be $157,000. The foregoing is based upon the following monthly housing costs: a. Mortgage Principal and Interest $1100.00 b. Private Mortgage Insurance (Included in $0.00 Mortgage Interest Rate) C. Property Taxes $213.00 d. Fire/Casualty Insurance (Included in HOA) $50.00 e. Property Maintenance $20.00 f. Utilities Allowance $65.00 g. Homeowner's Association $120.00 TOTAL: $1,568.001 882/015610-0043 _ 346300.02 a01/15/03 -2 The foregoing are intended to be examples of how to calculate affordable housing cost, and the actual numbers will vary depending upon such factors as changes in median income, interest rates, amount of down payment, etc. Please see attached chart of Riverside County median income for moderate income purchasers. 882/015610-0043 _ 346300.02 a01/15/03 _3 RIVERSIDE COUNTY 2002 Affordable Housing Costs for Home Purchase Programs for Persons of Moderate Income (3) (Income figures based on Department of Housing and Community Development Income Limits dated February, 2002) 1 Person Household 2 Person Household 3 Person Household Median Median Median Income $35,200 Income $40,250 Income $45,250 Monthly Affordable Monthly Monthly Annual Housing Annual Affordable Annual Affordable Income(') Cost(2) Income Housing Cost Income Housing Cost $42,250 $1,129 $48,300 $1,291 $54,300 $1,452 4 Person Household 5 Person Household 6 Person Household Median Median Median Income $50,300 Income $54,300 Income $58,350 Monthly Monthly Monthly Annual Affordable Annual Affordable Annual Affordable Income Housing Cost Income Housing Cost Income Housing Cost $60,350 $1,614 $65,200 $1,742 $70,000 $1,872 7 Person Household 8 Person Household Median Median Income $62,350 Income $66,400 Monthly Monthly Annual Affordable Annual Affordable Income Housing Cost Income Housing Cost $74,850 $2,000 $79,650 $2,130 DEFINITIONS: 1. Annual Income: Gross income from all sources for all members of the household. 2. Monthly Housing Costs: Amount of mortgage payment principal and interest, mortgage insurance, property taxes, and property insurance. 3. Moderate Income Affordable Housing Costs: Assumes affordable housing costs computed at 35% of 110% of median income; may not be less than 28% of household's gross income. 882/015610-0043 _ 346300.02 a01/15/03 —� EXHIBIT "C" NOTICE OF INTENT TO TRANSFER [See attached] 982/015610-0043 346300.02 a01/15/03 NOTICE OF INTENT TO TRANSFER NOTICE OF INTENT TO TRANSFER MUST BE DELIVERED TO THE LA QUINTA REDEVELOPMENT AGENCY PRIOR TO PROCEEDING WITH ANY TRANSFER OF THE PROPERTY. From: To: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Project Officer Re: (street address) La Quinta, CA (the "Property") ("Owner") Owner desires to [sell, convey, transfer by inheritance or devise, lease, gift, otherwise transfer] (circle appropriate words) the Property. If the Agency has a program to help locate an Eligible Buyer, does the Owner want the Agency to help look for an Eligible Buyer to buy the Property? Yes we Date: Signature of Owner 1 Day time telephone of Owner Date: Signature of Owner Day time telephone of Owner 882/015610-0043 _ 346300.02 a01/15/03 - 1 EXHIBIT "D" REQUEST FOR APPROVAL OF PROPOSED BUYER [See attached] 882/015610-0043 346300.02 a01/15/03 REQUEST FOR APPROVAL OF PROPOSED BUYER THIS FORM MUST BE DELIVERED TO THE AGENCY BEFORE PROCEEDING WITH ANY TRANSFER OF THE PROPERTY. EM La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Project Officer Re: Request for Approval of Proposed Buyer To Whom It May Concern: The undersigned is the owner of real property in La Quinta, located at (the "Property"), which was developed with assistance from the Agency ("Owner"). The Owner now desires to transfer the Property and by this letter is requesting the Agency to approve the proposed buyer. 1. The Proposed Buyer is: Name: Current Address: Telephone Number: 2. The terms of the proposed transfer are (a) Sales price of $ . This sales price is based on the lesser of (i) Fair market value; or The maximum price at which the Purchase Housing Cost of the Proposed Buyer would not exceed Affordable Housing Cost. The calculation of the Sales Price under this subsection (ii) is illustrated in Exhibit `B" to the Declaration of Covenants, Conditions, and Restrictions for the Property. 882/015610-0043 346300.02 a01/15/03 IN ORDER TO ANSWER QUESTION 2(b) YOU MUST CALCULATE THE PROPOSED SALES PRICE BASED ON AFFORDABLE HOUSING COST, TAKING INTO CONSIDERATION ALL ITEMS LISTED IN THE DEFINITION OF PURCHASE HOUSING COST. (b) Price of any personal property being sold by the Owner to the proposed buyer: $ . (If none, so state.) (c) The price of $ to be paid by the proposed buyer for any services of Owner. (If none, so state). (d) All other amounts of money or other consideration, if any, concerning the Property or any other matter to be paid by the proposed buyer to the Owner: $ (If none, so state.) (e) Sources of payment of sales price: Sales price $ Cash down payment $ 1st loan $, 2nd loan $ Other (describe) $ Total $ (f) The financing obtained by the proposed buyer to purchase the Property is as follows: 1 st Loan: Loan amount $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: 882/015610-0043 _ 346300.02 a01/15/03 _2 Lender: Lender's address: 2nd Loan: Loan amount: $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: Lender: Lender's address: Other Loans: (describe, if none, so state) (g) The monthly Purchase Housing Cost to be paid by the proposed transferee: I st loan monthly payment: $ 2nd loan monthly payment: $ Other loans monthly payment: $ Taxes and assessments (1/12 of yearly taxes and $ assessments): Insurance (1/12 of yearly premium): $ Homeowner's dues: $ Total: $ 3. The proposed buyer represents, warrants and covenants the following: (a) The Property will be the principal residence of the proposed transferee. 882/015610-0043 _ 346300.02 a01/15/03 _3 (b) The combined maximum annual income for all household members of the proposed buyer is $ . (This figure must include all sources of income.) (c) The proposed buyer will deliver to the Agency a signed financial statement on a form acceptable to the Agency. 4. The proposed buyer's household consists of the following persons who will reside in the Property: Adults (18 or over) - [name of each]: Minors (under 18) [name of each]: 5. The proposed transferee must submit to the Owner, on a form available from the Owner, an income certification so the Owner may determine if the proposed buyer is an "Eligible Buyer" (as that term is defined in the Agreement). 6. A true and correct copy of the proposed buyer's most recent tax return to the U.S. Internal Revenue Service is attached hereto. 7. A true and correct copy of the purchase and sale or other agreement between the Owner and the proposed buyer is attached hereto. 882/015610-0043 _ 346300.02 a01/15/03 -4 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. OWNER: Date signature signature print name print name street address telephone city state zip code PROPOSED BUYER: Date signature print name street address city signature print name telephone state zip code 882/015610-0043 _ 346300.02 a01/15/03 _5 Owner's Certification Based on the Proposed Buyer's Certificate above, and all documents attached hereto, Owner hereby certifies that: (1) Proposed Buyer is an Eligible Buyer; and (2) The monthly Purchase Housing Cost to be paid by the Proposed Buyer shall not exceed the monthly Affordable Housing Cost. [Capitalized terms used above are defined in the Agreement to which this certificate is attached.] OWNER: [Name] Date: 882/015610-0043 _ 346300.02 a01/15/03 _6 EXHIBIT "E" ASSIGNMENT AND ASSUMPTION AGREEMENT [See attached] 882/015610-0043 346300.02 a01/15/03 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) (Exempt from Recording Fee Per Gov. Code § 6103) ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement ("Agreement"), is made as of by and among the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), ("Seller" or "Assignor"), and ("Buyer" or "Assignee"). WITNESSETH: A. Seller is the owner in fee of that certain real property located in the City of La Quinta, County of Riverside, State of California described in Exhibit "A" attached hereto and made a part hereof (the "Property"). B. The Agency is the holder of that certain Promissory Note Secured by Deed of Trust (the "Promissory Note") dated , with a Note Amount of Dollars ($ ), made by Seller and payable to the order of Agency. The Promissory Note is secured by that certain Deed of Trust dated , from Seller as trustor to , as trustee, in favor of Agency as beneficiary, and recorded on as Instrument Number in the Official Records of Riverside County, California. (The Promissory Note and the Deed of Trust are sometimes hereinafter referred to collectively as the "Loan Documents".) The Deed of Trust encumbers the Property. C. Buyer is acquiring the Property from Seller and has met all of Agency's requirements to qualify therefor. Seller and Buyer desire that in connection with the sale of the Property from Seller to Buyer that Agency, as beneficiary under the Loan Documents, consent to the transfer of the obligation of the Loan Documents from Seller to Buyer. C. Agency will consent to such acquisition provided that (i) Buyer assumes the obligations of Seller under the Loan Documents, as set forth in this Agreement, and that (ii) Seller shall not be released from any liability or obligations under the Loan Documents as further provided herein. NOW THEREFORE, Agency, Seller and Buyer agree as follows: 1. Effective Date. As used in this Agreement, the "Effective Date" shall be 882/015610-0043 346300.02 a01/15/03 2. Consent by Agency. As of the Effective Date, Agency consents to the transfer of the Property by Assignor/Seller to Assignee/Buyer. Such consent by Agency shall not constitute a consent to any further or subsequent sale, conveyance or transfer by Assignee/Buyer of the Property, or any part thereof, or any interest therein. 3. Assumption by Assignee/Buyer. As of the Effective Date, Assignee/Buyer assumes and agrees to be bound by the Loan Documents. Assignee/Buyer shall fully and faithfully pay, perform and discharge, as and when payment, performance and discharge are due, all of the obligations of Assignor/Seller under the Loan Documents, and each of them. 4. No Release of Assignor/Seller. There shall be no release of Assignor/Seller from any liability or obligations arising under the Loan Documents. In the event of any default under the Loan Documents, whether prior to or after the Effective Date, Agency shall have the option, in its sole discretion, to pursue its remedies against Assignor/Seller, Assignee/Buyer or both. 5. Legal Effect. Except as modified by this Agreement, the Loan Documents are unchanged and, as so modified, the Loan Documents shall remain in full force and effect. The Deed of Trust (as modified by this Agreement) shall secure the Promissory Note, all extensions, renewals and modifications thereof, all substitutions therefor, and all other indebtedness and obligations recited in the Deed of Trust. 6. Entire Agreement. This Agreement contains the entire agreement among Agency, Assignor/Seller and Assignee/Buyer with respect to the subject matter hereof and supersedes all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto. This Agreement shall bind and inure to the benefit of Agency, Assignor/Seller and Assignee/Buyer and their respective personal representatives, heirs, successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, Agency, Assignee/Seller and Assignee/Buyer have executed this Agreement as of the date first hereinabove written. LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Executive Director ASSIGNOR/SELLER ASSIGNEEBUYER 882/015610-0043 _ 346300.02 a01/15/03 -2 EXHIBIT "A" LEGAL DESCRIPTION [TO BE INSERTED AT TIME FORM COMPLETED] 882/015610-0043 _ 346300.02 a01/l5/03 —� RECORDED AT THE REQUEST OF AND WHEN RECORDED RETURN TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 (Space Above Line for Recorder's Use) Exempt From Recording Fee Pursuant to Government Code § 6103 MEMORANDUM RE OPTION TO PURCHASE This MEMORANDUM RE OPTION TO PURCHASE is entered into this _ day of , by and between ("Owner") and the LA QUINTA REDEVELOPMENT AGENCY ("Agency") with reference to the following: A. Participant is the fee owner of record 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." B. On or about Owner and Agency entered into that certain Affordable Housing Agreement ("Affordable Housing Agreement") recorded concurrently herewith in the Official Records of the Riverside County Recorder's Office. C. In consideration for Agency's provision of financial assistance to Owner which enabled Owner to purchase the Property and in order to assist Agency in achieving its goal of increasing, improving and preserving the supply of moderate income housing available within the territorial jurisdiction of Agency, in accordance with the Community Redevelopment Law (California Health and Safety Code Sections 33000 et seq.), Owner has provided to Agency an option to purchase the Property at the price and time, and subject to the terms and conditions, set forth in Section 6 of the Affordable Housing Agreement. Reference to the Affordable Housing Agreement is hereby made for a complete statement of Agency's option to purchase the Property. D. Agency's option to purchase, as set forth in Section 6 of the Affordable Housing Agreement, shall terminate and be of no further force or effect on the date that is forty-five (45) years after the date of recordation of the Affordable Housing Agreement. E. Owner's obligations with respect to the option to purchase shall be covenants running with the land and shall, without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by Agency, its successors and assigns, against Owner, its successors and assigns, to or of the Property or any interest therein, and any party in possession or occupancy of the Property or portion thereof. Agency shall have the right, in the event of any breach by Owner of any covenant relating to Agency's option to purchase, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings, to enforce Agency's rights with respect thereto. 882/015610-0043 349572.01 a12/03/02 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date and year written below. Date: Date: Date: ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Legal Counsel "OWNER" By: Printed Name: By: Printed Name: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY Executive Director 882/015610-0043 349572.01 a12/03/02 STATE OF CALIFORNIA COUNTY OF On Public, ss. before me, personally Notary 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] STATE OF CALIFORNIA COUNTY OF On Public, ss. Notary Public before me, personally , Notary 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. Notary Public [SEAL] 882/015610-0043 349572.01 a12/03/02 STATE OF CALIFORNIA COUNTY OF On Public, ss. before me, personally Notary 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. Notary Public [SEAL] 882/015610-0043 349572.01 al2/03/02 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF LA QUINTA, DESCRIBED BELOW: [to be inserted] 882/015610-0043 349572.01 a12/03/02 PROMISSORY NOTE SECURED BY DEED OF TRUST NOTICE TO MAKER: A PENALTY CONSISTING OF THE DIFFERENCE BETWEEN MAKER'S SALE PRICE AND AN AFFORDABLE HOUSING COST SHALL BE DUE AND PAYABLE IF CERTAIN EVENTS OCCUR. Property Address: La Quinta, CA La Quinta, California FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to the La Quinta Redevelopment Agency ("Holder"), at 78-495 Calle Tampico, La Quinta, California 92253, or at such other address as Holder may direct from time to time in writing, NO/100 Dollars ($} (the "Note Amount"), together with interest thereon as hereafter set forth. All sums hereunder shall be payable in lawful money of the United States of America. This Promissory Note Secured by Deed of Trust ("Promissory Note" or "Note") is secured by a Deed of Trust with Assignment of Rents and Rider to Deed of Trust Attached Hereto ("Deed of Trust"). 1. Loan Agreement. This Promissory Note is made and delivered pursuant to and in implementation of the Affordable Housing Agreement entered into by and between the Holder and the Maker dated and recorded on , as Instrument No. in the Official Records of the County of Riverside (the "Agreement"), a copy of which is on file as a public record with the Holder and is incorporated herein by reference. The Maker acknowledges that but for the execution of this Promissory Note, the Holder would not enter into the Agreement or make the loan contemplated therein. Unless definitions of terms have been expressly set out at length herein, each term shall have the same definition as set forth in the Agreement. 2. Interest Rate. The Note Amount shall accrue interest at the rate of seven percent (7%) per annum, compounded annually. 3. Time of Payment. The term of this Note shall be forty-five (45) years from the date of recordation of the Agreement ("Covenant Period"). At the end of the Covenant Period, this Note shall be cancelled and the Note Amount, together with interest thereon, shall be forgiven and the Deed of Trust reconveyed unless prior to that time an "Event of Acceleration" (as that term is defined in Section 4 below) has occurred. 4. Events of Acceleration. The Note Amount shall become due and immediately payable irrespective of any provisions herein to the contrary upon the occurrence of any one of the following events of acceleration ("Event of Acceleration"): (i) "Transfer" of the Property (as defined in Section 3 of the Agreement), except a Transfer which under applicable law, would not, by itself, permit Holder to exercise a due on sale or due on encumbrance clause, or (ii) such time if or when Maker (or upon a Transfer of the Property by Maker that constitutes a "Permitted Transfer," [as defined in Section 3 of the Agreement] Maker's transferee) is no longer in 882/015610-0043 349725.01 a12/10/02 compliance with the occupancy requirements set forth in Section 9 of the Agreement or is in default of any other obligation under the Agreement, this Note, or the Deed of Trust. Notwithstanding the above, however, the following Transfers of the Property shall not be an Event of Acceleration: a. A Transfer to Maker's Spouse; b. An "Involuntary Transfer" (as defined in Section 3 of the Agreement) that satisfies both of the following: (i) The transferee(s) gives notice to Holder of such event within thirty (30) days after its occurrence and the transferee(s) assumes the Maker's obligations under the Agreement, by execution of an assignment and assumption agreement to be provided by Holder; and (ii) Where the transferee is not a "Qualified Permanent Resident" (as that term is defined in California Civil Code Section 51.3(b)(2) and described in Section 9 of the Agreement), or an "Eligible Buyer" (as defined below), and such transferee Transfers the Property to an Eligible Buyer within one hundred eighty (180) days after the transferee obtains title to the Property. Holder's Executive Director may, in his or her sole and absolute discretion, waive some or all of the requirements of this Section 4. For purposes of this Note, an "Eligible Buyer" is a person who is both of the following: (i) a "senior citizen" (as defined in California Civil Code Section 51.3(b)(1)) who is 55 years of age or older; and (ii) a "person or family of moderate income" who currently earns less than 120% of the current annual "area median income" for the Riverside County area, adjusted for family size appropriate for the unit (as those terms are defined in California Health and Safety Code Section 50093). 5. Sale of Property; Holder's Option to Purchase. a. If Maker desires to sell, exchange, quitclaim or in any manner dispose of the Property or any part thereof ("Proposed Sale"), Maker shall first notify Holder in writing no later than ten (10) days prior to the date each time the Property is placed on the market for a Proposed Sale. b. Maker shall not sell or transfer the Property until such time as Holder has determined (i) the proposed buyer is an Eligible Buyer; (ii) the proposed buyer intends to occupy the Property as its principal residence; and (iii) the Proposed Sale is at an "Affordable Housing Cost" (as defined below). If Maker identifies a buyer whom the Maker believes to be an Eligible Buyer, Maker shall cooperate with and reasonably assist Holder with the determination of whether the proposed buyer is an Eligible Buyer. Within ten (10) days after Maker locates the proposed buyer, Maker shall submit to Holder (1) information evidencing the proposed buyer's identity and income in order that Holder may make a preliminary determination regarding the buyer's household income status ("Preliminary Determination"); and (2) the price at which Maker proposes to sell the Property (less the value of any personal property or equipment 882/015610-0043 _ 349725.01 a12/10/02 _2 included in said price). In the event Holder makes a Preliminary Determination that the buyer qualifies as an Eligible Buyer, Maker may proceed with opening an escrow for a Proposed Sale; provided, however, that not less than twenty (20) days prior to the date escrow is scheduled to close for the Proposed Sale, Maker shall submit to Holder adequate information to enable the Holder to make a final determination regarding whether the buyer qualifies as an Eligible Buyer and whether the Property is available to such buyer at an Affordable Housing Cost ("Final Determination"). Such information shall include the identity of the proposed buyer, the purchase and sale agreement pursuant to which Maker proposes to sell the Property to the proposed buyer, and information evidencing the income of the proposed buyer including, but not limited to, original or true copies of pay stubs, income tax records or other financial documents. Holder may request additional information reasonably required to make a Final Determination regarding the proposed buyer's status. If Holder is unable to make a Final Determination regarding the proposed buyer's income as provided herein prior to the date set for the Proposed Sale, then the proposed buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Buyer status and Maker may not conclude the Proposed Sale. As used herein, the term "Affordable Housing Cost" shall be that purchase price which would result in an annual "Purchase Housing Cost" (as defined below) which does not exceed one of the following calculations, as applicable: (i) For moderate income purchasers earning not more than one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate to the unit, Affordable Housing Cost shall be not less than twenty-eight percent (28%) of the gross income of the household nor exceed the product of thirty-five percent (35%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the unit; or (ii) For moderate income purchasers earning more than one hundred ten percent (110%) but less than one hundred twenty percent (120%) of the Riverside County median income, Affordable Housing Cost shall be the product of thirty-five percent (35%) of the actual gross income of the household. "Purchase Housing Cost" shall be a cost that includes all of the following associated with the Property, estimated or known as of the date of the Proposed Sale of the Property: (1) Principal and interest payments on a mortgage loan including any rehabilitation loans and any loan insurance fees associated therewith. (2) Property taxes and assessments. (3) Fire and casualty insurance covering replacement value of property improvements. (4) Any homeowner association fees. (5) A reasonable utility allowance. 882/015610-0043 _ 349725.01 a12/10/02 -3 For purposes of this Note, the term "adjusted for family size appropriate to the unit" shall mean a household of one person in the case of a studio unit, two persons in the case of a one - bedroom unit, three persons in the case of a two -bedroom unit, four persons in the case of a three -bedroom unit, and five persons in the case of a four bedroom unit. Maker shall contact the Holder to determine the applicable Affordable Housing Cost for a particular proposed Eligible Purchaser. C. Upon (i) Maker's sale of the Property to a person who is an Eligible Buyer (provided that person's status as an Eligible Buyer has been verified by Holder pursuant to this Section 5) at an Affordable Housing Cost, and (ii) the Eligible Buyer's execution of an assignment and assumption agreement in a form satisfactory to Holder's legal counsel, this Note shall be assigned to the Eligible Buyer. d. At any time prior to the time Maker enters into a binding agreement with an Eligible Buyer for a Proposed Sale, Holder shall have an option to (i) purchase all of the Property from Maker at the Affordable Housing Cost set forth in paragraph b(i) above, or (ii) to cause the purchase of all of the Property by an Eligible Buyer at an Affordable Housing Cost. Holder's exercise of such option to purchase shall be made by delivery of written notice to Maker. In the event Holder either purchases the Property or arranges the purchase by an Eligible Buyer, an escrow shall be established to close within forty-five (45) days after delivery of Holder's notice of exercise, subject to any extensions, at Holder's option, for causes outside the control of Holder. In the event Holder exercises its option to purchase the Property pursuant to paragraph b(i) above, the balance of the Note Amount and any accrued interest thereon shall be due and payable to Holder prior to or at the close of escrow. In the event Holder arranged the purchase by an Eligible Buyer pursuant to paragraph b(ii) above, the Eligible Buyer shall be required to execute an assignment and assumption agreement in a form satisfactory to Holder's legal counsel. e. In the event Maker sells the Property to a purchaser who does not qualify as an Eligible Buyer, Holder shall have an option to purchase the Property from the purchaser at the Affordable Housing Cost set forth in paragraph b(i) above. f. Holder's option to purchase set forth in paragraphs d and e of this Section 5 shall terminate and be of no further force or effect on the date that is forty-five (45) years after the recordation of the Agreement. Holder's option to purchase set forth in this Section shall be memorialized by the Memorandum Re Option to Purchase substantially in the form as distributed to Maker prior to receiving the Note Amount to be recorded against the Property concurrently herewith. MAKER UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED SALE, AND THAT THE AFFORDABLE HOUSING COST PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THE AFFORDABILITY COVENANTS IN THIS NOTE. MAKER FURTHER 882/015610-0043 _ 349725.01 a12/10/02 -4 ACKNOWLEDGES THAT IN SETTING THE AFFORDABLE HOUSING COST THE PRIMARY OBJECTIVE OF HOLDER AND THIS AGREEMENT IS TO PROVIDE HOUSING TO ELIGIBLE BUYERS AT AN AFFORDABLE HOUSING COST. MAKER'S INITIALS 6. Liquidated Damages for Prohibited Transfer. In the event Holder seeks monetary damages for a Prohibited Transfer, Maker shall be required, to the extent permitted by law, to pay to Holder the entire amount of the "Sale Price" (as defined below) received in excess of the Affordable Housing Cost permitted pursuant to this Agreement; provided, however, that nothing herein shall be deemed to limit Holder's remedy for a Prohibited Transfer to seeking monetary damages, and Holder shall be entitled to pursue any other equitable remedy permitted by law, including specific performance or injunctive relief, to prevent a Prohibited Transfer. For purposes of this Section 6, the "Sale Price" is the price to be paid by the buyer of the Property to Maker for Maker's interest in the Property, after deduction of escrow fees, recording fees, transfer taxes, title insurance costs, broker's commissions, loan fees or any other closing or transaction costs paid by Maker. THE PARTIES HERETO AGREE THAT THE AMOUNT SET FORTH IN THIS SECTION 6 (THE "DAMAGE AMOUNT") CONSTITUTES A REASONABLE APPROXIMATION OF THE ACTUAL DAMAGES THAT HOLDER WOULD SUFFER DUE TO THE DEFAULTS BY MAKER SET FORTH IN THIS SECTION 6, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS NOTE, INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE OF HARM TO HOLDER AND ACCOMPLISHMENT OF HOLDER'S PURPOSE OF ASSISTING IN THE PROVISION OF AFFORDABLE HOUSING TO ELIGIBLE BUYERS THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE DAMAGE AMOUNT SET FORTH IN THIS SECTION 6 SHALL BE THE SOLE DAMAGES REMEDIES FOR THE DEFAULTS SET FORTH IN THIS SECTION 6, BUT NOTHING IN THIS SECTION 6 SHALL BE INTERPRETED TO LIMIT HOLDER'S REMEDY FOR SUCH DEFAULT TO SUCH A DAMAGES REMEDY. IN PLACING ITS INITIAL AT THE PLACES PROVIDED HEREINBELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL TO EXPLAIN THE CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO THE TIME EACH EXECUTED THIS AGREEMENT. MAKER'S INITIALS: HOLDER'S INITIALS: Notwithstanding any of the above, nothing herein is intended to preclude the Holder's recovery of its attorneys' fees and costs incurred to enforce this Section, as provided in Section 12. 882/015610-0043 _ 349725.01 a12/10/02 —� 7. Security for Note. This Promissory Note is secured by a second deed of trust of even date herewith, executed by Maker as Trustor in favor of Holder as Trustee. 8. Prepayment of Note. Maker may prepay this Note to Holder, provided that any prepayment must be in full and not in part. Prepayment will be treated in the same manner as refinancing of the Property. 9. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Promissory Note without necessity of obtaining the consent of the Maker. 10. Maker Assignment. In no event shall Maker assign or transfer any portion of this Promissory Note without the prior express written consent of the Holder, which consent shall be given by the Holder only in the event that the Holder determines that the assignee or transferee is an Eligible Buyer, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Promissory Note and the Agreement by execution of a written assignment document to be provided by the Holder. 11. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder. 12. Attorneys' Fees and Costs. In the event that any action is instituted to enforce payment under this Promissory Note, the parties agree the non -prevailing party shall be responsible for and shall pay to the prevailing party all court costs, including expert witness fees, and all attorneys' fees incurred in enforcing this Note. 13. Amendments. This Note may not be modified or amended except by an instrument in writing expressing such intention executed by the parties sought to be bound thereby, which writing must be so firmly attached to this Note so as to become a permanent part thereof. 14. Maker's Waivers. Maker waives any rights to require the Holder to: (a) demand payment of amounts due (known as "presentment"), (b) give notice that amounts due have not been paid (known as "notice of dishonor"), and (c) obtain an official certification of nonpayment (known as "protest"). 15. Notice. Any notice that must be given to Maker under this Note shall be given by personal delivery or by mailing it by certified mail addressed to Maker at the Property Address above or such other address as Maker shall direct from time to time in writing. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. Any notice to Holder shall be given by certified mail at Holder's address stated in the preamble to this Note. 16. Successors Bound. This Promissory Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. [END — SIGNATURE PAGE FOLLOWS] 882/015610-0043 G _ 349725.01 a12/10/02 -v IN WITNESS WHEREOF, Maker has executed this Promissory Note. "Maker" By: Printed Name: By: Printed Name: Dated: Dated: The foregoing Promissory Note is approved, and consented to, by the Holder. "Holder" LA QUINTA REDEVELOPMENT AGENCY LZA Executive Director Dated: 892/015610-0043 _ 349725.01 a12/10/02 _7 Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Clerk (Space Above This Line For Recorder's Use) (Exempt From Recording Fees Pursuant To Government Code Section 6103) DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER TO DEED OF TRUST ATTACHED HERETO This DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER TO DEED OF TRUST ATTACHED HERETO ("Deed of Trust"), made this day of between herein called PARTICIPANT, whose address is , FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and THE LA QUINTA REDEVELOPMENT AGENCY, herein called BENEFICIARY, WITNESSETH: That Participant grants to Trustee in trust, with power of sale, that property in the City of La Quinta, County of Riverside, State of California, described in the legal description attached hereto as Exhibit "A", together with rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $ , with interest thereon according to the terms of a promissory note or notes of even date herewith made by Participant, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Participant incorporated by reference or contained herein; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Participant, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. A. To protect the security of this Deed of Trust, Participant agrees: 1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Participant. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Participant fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Participant and without releasing Participant from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to 349576 vl affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately upon demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: 1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 5) That as additional security, Participant hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of this Trust, to collect the rents, issues and profits of said property, reserving unto Participant the right, prior to any default by Participant in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Participant in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Participant, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Participant, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Participant, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Participant, Beneficiary or Trustee shall be a party unless brought by Trustee. The undersigned Participant 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. Signature of Participant ) STATE OF CALIFORNIA )ss COUNTY OF ) On before me, Signature of Participant 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. Signature (This area for official notarial seal) DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated Please mail Deed of Trust, Note and Reconveyance to Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. LU Q U) � v �� U �, W F-O ZW LL LU p 5 tia W 892/015610-0043 349576.01 a12/10/02 EXHIBIT "A" LEGAL DESCRIPTION [to be inserted] 882/015610-0043 » 349576.01 a12/10/02 Exhibit cc A RIDER TO DEED OF TRUST This Deed of Trust is subject to the terms and conditions of that certain Affordable Housing Agreement dated , and recorded on , as Instrument No. in the Official Records of the County of Riverside (the "Affordable Housing Agreement") and incorporated herein by reference, pursuant to which Beneficiary has agreed to loan Trustor the sum of Dollars ($ (the "Agency Loan"). All terms in this Rider to Deed of Trust, if not separately defined herein, shall have the meanings as defined in the Affordable Housing Agreement. 1. Property Transfer Restrictions. a. Trustor shall not "Transfer" (as defined below) or permit the Transfer of the Property unless the Transfer is a "Permitted Transfer" (as defined below). A "Transfer" is (i) any sale, assignment, or transfer of an interest in the Property, including, without limitation, a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life estate, or other limited estate, leasehold interest or any rental of the Property; (ii) any interest evidenced by a land contract; (iii) the refinancing of the lien of this Deed of Trust, or (iv) the refinancing of any lien to which the lien of this Deed of Trust is subordinated (the "First Lien") other than a "Permitted First Lien Refinance" (as defined in Section 7 of the Affordable Housing Agreement). b. Transfers shall be designated as voluntary or involuntary. Involuntary Transfers are Transfers that occur by operation of law, in the absence of an express conveyance by Trustor, and include, but are not limited to, Transfers by devise, inheritance, incompetency, marriage, and divorce (collectively, "Involuntary Transfers"). Voluntary Transfers occur by affirmative act of Trustor, and include Transfers by gift, sale and lease, any refinance that constitutes a Transfer, and any other Transfer that does not constitute an Involuntary Transfer. C. The following Transfers shall constitute "Permitted Transfers": (i) Voluntary Transfers to a spouse or to an "Eligible Buyer" (as defined in Section 2 below); and (ii) Involuntary Transfers. A Transfer that does not constitute a Permitted Transfer (a "Prohibited Transfer") is expressly prohibited by this Deed of Trust and shall be null and void and shall constitute a default of Trustor under this Agreement, entitling Beneficiary to exercise its right to purchase the Property from the new owner, as described in Section 3 herein, as well as all remedies available at law or equity, including without limitation the enforcement of the liquidated damages provision in Section 4 of this Rider to Deed of Trust. 2. Events of Acceleration. The Agency Loan shall become due and immediately payable irrespective of any provisions herein to the contrary upon the occurrence of any one of the following events of acceleration ("Event of Acceleration"): (i) Transfer of the Property (as defined in Section 1 above), except a Transfer which under applicable law, would not, by itself, permit Beneficiary to exercise a due on sale or due on encumbrance clause, or (ii) such time if or when Trustor (or upon Trustor's Transfer of the Property pursuant to a Permitted Transfer, Trustor's transferee) is no longer in compliance with the occupancy requirements set forth in Section 9 of the Affordable Housing Agreement or is in default of any other obligation under the Affordable Housing Agreement, the Note, or this Deed of Trust. Notwithstanding the above, however, the following Transfers of the Property shall not be an Event of Acceleration: 882/015610-0043 349576.01 a12/10/02 a. A Transfer to Trustor's Spouse; b. An Involuntary Transfer that satisfies both of the following: (i) The transferee(s) gives notice to Beneficiary of such event within thirty (30) days of its occurrence and the transferee(s) assumes the Trustor's obligations under the Affordable Housing Agreement, by execution of an assignment and assumption agreement to be provided by Beneficiary; and (ii) Where the transferee is not a "Qualified Permanent Resident" (as that term is defined in Civil Code Section 51.3(b)(2) and described in Section 9 hereof), or an Eligible Buyer, and such transferee Transfers the Property to an Eligible Buyer within one hundred eighty (180) days after the transferee obtains title to the Property. Beneficiary's Executive Director may, in his or her sole and absolute discretion, waive some or all of the requirements of this Section 2. For purposes of this Rider to Deed of Trust, an "Eligible Buyer" is a person who is both of the following: (i) a "senior citizen" (as defined in California Civil Code Section 51.3(b)(1)) who is 55 years of age or older; and (ii) a "person or family of moderate income" who currently earns less than 120% of the current annual "area median income" for the Riverside County area adjusted for family size appropriate for the unit (as those terms are defined in California Health & Safety Code Section 50093). 3. Sale of Property; Beneficiary's Option to Purchase. a. If Trustor desires to sell, exchange, quitclaim or in any manner dispose of the Property or any part thereof ("Proposed Sale"), Trustor shall first notify Beneficiary in writing no later than ten (10) days prior to the date each time the Property is placed on the market for a Proposed Sale. b. Trustor shall not sell or transfer the Property until such time as Beneficiary has determined (i) the proposed buyer is an Eligible Buyer; (ii) the proposed buyer intends to occupy the Property as its principal residence; and (iii) the Proposed Sale is at an "Affordable Housing Cost" (as defined below). If Trustor identifies a buyer whom the Trustor believes to be an Eligible Buyer, Trustor shall cooperate with and reasonably assist Beneficiary with the determination of whether the proposed buyer is an Eligible Buyer. Within ten (10) days after Trustor locates the proposed buyer, Trustor shall submit to Beneficiary (1) information evidencing the proposed buyer's identity and income in order that Beneficiary may make a preliminary determination regarding the buyer's household income status ("Preliminary Determination"); and (2) the price at which Trustor proposes to sell the Property (less the value of any personal property or equipment included in said price). In the event Beneficiary makes a Preliminary Determination that the buyer qualifies as an Eligible Buyer, Trustor may proceed with opening an escrow for a proposed sale; provided, however, that not less than twenty (20) days prior to the date escrow is scheduled to close for the Proposed Sale, Trustor shall submit to Beneficiary adequate information to enable the Beneficiary to make a final determination regarding whether the buyer qualifies as an Eligible Buyer and whether the Property is available to such buyer at an Affordable Housing Cost ("Final Determination"). Such information shall include the identity of the proposed buyer, the purchase and sale agreement pursuant to which 882/015610-0043 349576.01 a12/10/02 -2 Trustor proposes to sell the Property to the proposed buyer, and information evidencing the income of the proposed buyer including, but not limited to, original or true copies of pay stubs, income tax records or other financial documents. Beneficiary may request additional information reasonably required to make a Final Determination regarding the proposed buyer's status. If Beneficiary is unable to make a Final Determination regarding the proposed buyer's income as provided herein prior to the date set for the Proposed Sale, then the proposed buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Buyer status and Trustor may not conclude the Proposed Sale. As used herein, the term "Affordable Housing Cost" shall be that purchase price which would result in an annual "Purchase Housing Cost" (as defined below) which does not exceed one of the following calculations, as applicable: (i) For moderate income purchasers earning not more than one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate to the unit, Affordable Housing Cost shall be not less than twenty-eight percent (28%) of the gross income of the household nor exceed the product of thirty-five percent (35%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the unit; or (ii) For moderate income purchasers earning more than one hundred ten percent (110%) but less than one hundred twenty percent (120%) of the Riverside County median income, Affordable Housing Cost shall be the product of thirty-five percent (35%) of the actual gross income of the household. "Purchase Housing Cost" shall be a cost that includes all of the following associated with the Property, estimated or known as of the date of the Proposed Sale of the Property: (1) Principal and interest payments on a mortgage loan including any rehabilitation loans and any loan insurance fees associated therewith. (2) Property taxes and assessments. (3) Fire and casualty insurance covering replacement value of property improvements. (4) Any homeowner association fees. (5) A reasonable utility allowance. For purposes of this Rider to Deed of Trust, the term "adjusted for family size appropriate for the unit" shall mean a household of one person in the case of a studio unit, two persons in the case of a one -bedroom unit, three persons in the case of a two -bedroom unit, four persons in the case of a three -bedroom unit, and five persons in the case of a four -bedroom unit. Trustor shall contact the Beneficiary to determine the applicable Affordable Housing Cost for a particular proposed Eligible Purchaser. 882/015610-0043 _ 349576.01 a12/10/02 -3 C. Upon (i) Trustor's sale of the Property to a person who is an Eligible Buyer (provided that person's status as an Eligible Buyer has been verified by Beneficiary pursuant to this Section 3) at an Affordable Housing Cost, and (ii) the Eligible Buyer's execution of an assignment and assumption agreement in a form satisfactory to Beneficiary's legal counsel, the Agency Loan shall be assigned to the Eligible Buyer. d. At any time prior to the time Trustor enters into a binding agreement with an Eligible Buyer for a Proposed Sale, Beneficiary shall have an option to (i) purchase all of the Property from Trustor at the Affordable Housing Cost set forth in paragraph b(i) above, or (ii) cause the purchase of all of the Property by an Eligible Buyer at an Affordable Housing Cost. Beneficiary's exercise of such option to purchase shall be made by delivery of written notice to Trustor. In the event Beneficiary either purchases the Property or arranges the purchase by an Eligible Buyer, an escrow shall be established to close within forty-five (45) days after delivery of Beneficiary's notice of exercise, subject to any extensions, at Beneficiary's option, for causes outside the control of Beneficiary. In the event Beneficiary exercises its option to purchase the Property pursuant to paragraph (b)(i) above, the balance of the Agency Loan and any accrued interest thereon shall be due and payable to Beneficiary prior to or at the close of escrow. In the event Beneficiary arranges the purchase by an Eligible Buyer pursuant to paragraph b(ii) above, the Eligible Buyer shall be required to execute an assignment and assumption agreement in a form satisfactory to Beneficiary's legal counsel. e. IN THE EVENT TRUSTOR SELLS THE PROPERTY TO A PURCHASER THAT DOES NOT QUALIFY AS AN ELIGIBLE BUYER, BENEFICIARY SHALL HAVE AN OPTION TO PURCHASE THE PROPERTY FROM THE PURCHASER AT THE AFFORDABLE HOUSING COST SET FORTH IN PARAGRAPH b(h) ABOVE. THE FOREGOING CONSTITUTES NOTICE TO ANY PURCHASER OF THE PROPERTY WHO HAS PURCHASED THE PROPERTY WITHOUT OBTAINING THE PRIOR APPROVAL OF COMMISSION. f. Beneficiary's option to purchase set forth in paragraphs d and e of this Section 3 shall terminate and be of no further force or effect on the date that is forty-five (45) years after the recordation of the Affordable Housing Agreement. Beneficiary's option to purchase set forth in this Section shall be memorialized by the Memorandum Re Option to Purchase substantially in the form as distributed to Trustor prior to receiving the Agency Loan to be recorded against the Property concurrently herewith. TRUSTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED SALE, AND THAT THE AFFORDABLE HOUSING COST PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THE AFFORDABILITY COVENANTS IN THIS DEED OF TRUST. TRUSTOR FURTHER ACKNOWLEDGES THAT IN SETTING THE AFFORDABLE HOUSING COST THE PRIMARY OBJECTIVE OF BENEFICIARY AND THIS AGREEMENT IS TO 882/015610-0043 _ 349576.01 a12/10/02 -4 PROVIDE HOUSING TO ELIGIBLE BUYERS AT AN AFFORDABLE HOUSING COST. TRUSTOR'S INITIALS 4. Liquidated Damages for Prohibited Transfer. In the event Beneficiary seeks monetary damages for a Prohibited Transfer, Trustor shall be required, to the extent permitted by law, to pay to Beneficiary the entire amount of the "Sale Price" (as defined below) received in excess of the Affordable Housing Cost permitted pursuant to this Agreement; provided, however, that nothing herein shall be deemed to limit Beneficiary's remedy for a Prohibited Transfer to seeking monetary damages, and Beneficiary shall be entitled to pursue any other equitable remedy permitted by law, including specific performance or injunctive relief, to prevent a Prohibited Transfer. For purposes of this Section 4, the "Sale Price" is the price to be paid by the buyer of the Property to Trustor for Trustor's interest in the Property, after deduction of escrow fees, recording fees, transfer taxes, title insurance costs, broker's commissions, loan fees or any other closing or transaction costs paid by Trustor. THE PARTIES HERETO AGREE THAT THE AMOUNT SET FORTH IN THIS SECTION 4 (THE "DAMAGE AMOUNT") CONSTITUTES A REASONABLE APPROXIMATION OF THE ACTUAL DAMAGES THAT BENEFICIARY WOULD SUFFER DUE TO THE DEFAULTS BY TRUSTOR SET FORTH IN THIS SECTION 4, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS DEED OF TRUST, INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE OF HARM TO BENEFICIARY AND ACCOMPLISHMENT OF BENEFICIARY'S PURPOSE OF ASSISTING IN THE PROVISION OF AFFORDABLE HOUSING TO ELIGIBLE BUYERS THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE DAMAGE AMOUNT SET FORTH IN THIS SECTION 4 SHALL BE THE SOLE DAMAGES REMEDIES FOR THE DEFAULTS SET FORTH IN THIS SECTION 4, BUT NOTHING IN THIS SECTION 4 SHALL BE INTERPRETED TO LIMIT BENEFICIARY'S REMEDY FOR SUCH DEFAULT TO SUCH A DAMAGES REMEDY. IN PLACING ITS INITIAL AT THE PLACES PROVIDED HEREINBELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL TO EXPLAIN THE CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO THE TIME EACH EXECUTED THIS AGREEMENT. TRUSTOR'S INITIALS: BENEFICIARY'S INITIALS: Notwithstanding any of the above, nothing herein is intended to preclude the Beneficiary's recovery of its attorneys' fees and costs incurred to enforce this Section. 5. Covenants Do Not Impair Lien. The Beneficiary agrees to subordinate the provisions of the Affordable Housing Agreement, that certain Declaration of Covenants 882/015610-0043 _ 349576.01 a12/10/02 _5 Conditions, and Restrictions for Property, entered into by and between Trustor and Beneficiary and recorded concurrently herewith in the official records of Riverside County ("Declaration"), the Memorandum Re Option to Purchase, entered into by and between Trustor and Beneficiary and recorded concurrently herewith in the Official Records of Riverside County, and the deed of trust to any first trust deed for the purchase of the Property held by a reputable institutional lender ("First Lien") on the Property by recording a subordination agreement, in a form approved by Beneficiary's legal counsel ("Subordination Agreement"). Trustor agrees it shall instruct the Escrow Agent for the acquisition of the Property by the Trustor that the order of recording in the escrow for the purchase of the Property by the Trustor shall occur as follows: 1) the Affordable Housing Agreement; 2) the Memorandum Re Option to Purchase; 3) this Deed of Trust; 4) the First Lien; and 5) the Subordination Agreement. Trustor shall cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the California Civil Code Section 29246. Such notice shall be sent to: La Quinta Redevelopment Agency, 78-495 Calla Tampico, La Quinta, California 92253, Attention: Executive Director. 6. Protection of Beneficiary's Rights in the Property. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust, or there is a legal proceeding that may significantly affect Beneficiary's rights in the Property (such as a proceeding in bankruptcy, probate, for condemnation or forfeiture or to enforce laws or regulations), then Beneficiary may do and pay for whatever is necessary to protect the value of the Property and Beneficiary's rights in the Property. Beneficiary's actions may include paying any sums secured by a lien which has priority over this Deed of Trust, appearing in court, paying reasonable attorneys' fees and entering on the Property to make repairs. Although Beneficiary may take action under this Section 6, Beneficiary does not have to do so. Any amount disbursed by Beneficiary under this Section 6 shall become additional debt of Trustor secured by this Deed of Trust. Unless Trustor and Beneficiary agree to other terms of payment, these amounts shall bear interest from the date of disbursement at nine percent (9%) per annum or the maximum legal rate, whichever is less, and shall be payable, with interest, upon notice from Beneficiary to Trustor requesting payment. [End - Signature Page Follows] 882/015610-0043 _ 349576.01 a12/10/02 -6 IN WITNESS WHEREOF, Trustor has executed this Rider to Deed of Trust as of the date set forth below. By: Printed Name: By: Printed Name: Dated: Dated: The foregoing Deed of Trust and Rider to Deed of Trust is approved, and consented to, by Beneficiary. By: LA QUINTA REDEVELOPMENT AGENCY Dated: Executive Director 882/015610-0043 _ 349576.01 a12/10/02 - / STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, , Notary Public, 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] STATE OF CALIFORNIA ss. COUNTY OF On Notary Public before me, Notary Public, 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. Notary Public [SEAL] 882/015610-0043 _ 349576.01 al2/10/02 _g STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, , Notary Public, 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. Notary Public [SEAL] 882/015610-0043 _ 349576.01 a12/10/02 _9 Name of Participant(s): Property Address: Agency Loan Amount: BORROWER DISCLOSURE STATEMENT Dollars ($� I/we ("Participant") are obtaining financial assistance (the "Agency Loan") from the La Quinta Redevelopment Agency (the "Agency") to assist me/us to purchase the above described property (the "Property"). I/we understand that the Agency Loan is conditional on a number of factors, including, but not limited to: • I/we have signed or will sign an Affordable Housing Agreement, Memorandum Re Option to Purchase, Promissory Note Secured by Deed of Trust ("Promissory Note"), and Deed of Trust with Assignment of Rents and Rider to Deed of Trust Attached Hereto ("Deed of Trust") in connection with the Agency Loan. I/we have read or had explained to us the terms and conditions of all of those documents. I/we understand that all of those documents impose binding legal obligations on me/us. • Uwe understand that interest will accrue on the Agency Loan in the amount of seven percent (7%) per annum, compounded annually, but that the Agency Loan will be forgiven and the Promissory Note will be canceled forty-five years after Uwe sign the Affordable Housing Agreement unless before that time I/we sell or otherwise transfer the Property, refinance the Promissory Note, refinance the primary loan for the Property in a manner not permitted by the Affordable Housing Agreement, no longer live in the Property as my/our primary residence, or otherwise violate the Promissory Note or Affordable Housing Agreement or the other documents we have signed in connection with the Agency Loan. • I/we understand that if I/we attempt to sell the Property to a person who does not qualify as both a senior citizen and an affordable buyer or if I/we attempt to sell the Property at a price that exceeds the Affordable Housing Cost such sale will be null and void, and that I/we may be required to pay to the Agency a penalty that equals the difference between the sale price for the Property and an "Affordable Housing Cost" (as that term is defined in the Affordable Housing Agreement). • I/we understand that the Promissory Note, Deed of Trust, Memorandum Re Option to Purchase, and Affordable Housing Agreement contain an option to purchase that may be exercised by the Agency to purchase the Property at an Affordable Housing Cost in the following situations: 882/015610-0043 _ 349562.02 al2/10/02 -1 ■ during the period after I/we place the place the Property for sale and before I/we enter into an agreement to sell the Property to a senior citizen who is also an affordable buyer; or ■ upon my/our sale of the Property to a person who does not qualify as both a senior citizen and an affordable buyer. I/we understand that the Agency's option to purchase will remain in effect for forty-five (45) years after I/we sign the Affordable Housing Agreement. I/we further understand that I/we may be liable to pay damages to any noneligible buyer to whom I/we sell the Property if the Agency exercises its option to purchase the Property from the noneligible buyer. • I/we must qualify for a home loan from a reputable institutional lender acceptable to Agency. • Uwe must make a down payment of at least three percent (3%) of the home purchase price, plus closing costs. • I/we understand that Agency loans are available on a first come, first served basis. • I/we must qualify as a "Moderate Income Household" under the guidelines of the Program. • I/we understand that after I/we close escrow for the Property, my/our assets must not exceed the sum of: (i) an amount equal to six (6) months of reserves for mortgage payments, taxes, homeowner's association dues, if any, and insurance; and (ii) $5,000. • I am/we are at least 55 years of age or older and any person who will live with me at the Property will qualify as either a "Qualified Permanent Resident" or a "Permitted Health Care Resident" (as those terms are defined in Civil Code Sections 51.3(b)(3) and 51.3(b)(7)). • My/our monthly payments for housing expenses may not be less than $28% of my/our gross income nor exceed 35% times 110% of the Riverside County median; or, if my/our income is greater than 110% but less than 120% of the Riverside County median, my/our monthly payments for housing expenses may not exceed 35% of the gross income of my/our household, as more specifically defined by Health and Safety Code Section 50052.5 and the Affordable Housing Cost Worksheet available from Agency. • During the term of the Affordable Housing Agreement, I/we must continuously occupy the Property and I/we shall not rent or lease the Property. • Agency shall not be held responsible for any costs associated with the home I/we purchase with such assistance including, but not limited to, any loan fees or 882/015610-0043 _ 349562.02 a12/10/02 -2 charges, any charges for appraisals or any escrow costs or other costs relating to the transfer of the Property. • Agency shall not be responsible for the competitiveness of the terms of the Agency Loan. Uwe assume all responsibility for determining whether I/we will inform myself/ourselves as to the availability and terms of other public or private loans. • The Agency financial assistance Uwe receive under the Affordable Housing Agreement may be considered to be income for purposes of federal or state income taxes and Agency shall not be held responsible for the payment of any taxes which Uwe may incur by virtue of the receipt of such financial assistance. • I/We have a right to cancel or rescind the Agency Loan at any time prior to midnight on the third business day after the Promissory Note is signed by sending a notice in the form which is attached to this Borrower Disclosure Statement of my/our decision to rescind or cancel the Agency Loan to: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 • I/We are responsible for payment of the cost of a title insurance policy insuring the Deed of Trust to be recorded against the Property to secure Agency's right to repayment of the Agency Loan. • I/We are responsible for payment and deposit into escrow of $550.00 as a loan servicing fee to be paid to Agency at the close of escrow. • Agency cannot ensure that information provided by or on my/our behalf will be kept confidential. • Agency shall not be responsible for the selection of a home (except that homes eligible for an Agency Loan shall be those approved by Agency), the selection of a lender providing funds assisting in the purchase of the home (provided that such lender shall be a reputable institutional lender approved by Agency), or providing information concerning other public or private sources of loans. • Agency shall not be charged with the knowledge of the contents of the documents of the lender. All loans and funding requests must be approved by the Executive Director of Agency. Therefore, a minimum 30 day escrow may be necessary. Printed Name: Dated: 882/015610-0043 _ 349562.02 a12/10/02 -3 Printed Name: Dated: NOTICE OF RIGHT OF RESCISSION (Identification of Transaction) Notice To Customer Required By Federal Law: You have entered into a transaction on 5 , which may result in a lien, mortgage or other security interest on your home. You have a legal right under federal law to cancel this transaction, if you desire to do so, without any penalty or obligation within three (3) business days from the above date or any later date on which all material disclosures required under the Truth in Lending Act have been given to you. If you so cancel the transaction, any lien, mortgage or other security interest on your home arising from this transaction is automatically void. You are also entitled to receive a refund of any down payment or other consideration if you cancel. If you decide to cancel this transaction, you may do so by notifying La Quinta Redevelopment Agency (Name of Creditor) at 78-495 Calle Tampico, La Quinta, CA 92253 (Address of Creditor's Place of Business) by mail or telegram sent not later than midnight on (Date) You may also use any other form of written notice identifying the transaction if it is delivered to the above address not later than that time. This notice may be used for that purpose by dating and signing below. I hereby cancel this transaction. (Date) (Owner's Signature) SEE NEXT PAGE FOR IMPORTANT INFORMATION ABOUT YOUR RIGHT OF RESCISSION 882/015610-0043 _ 349562.02 a12/10/02 -4 t >k' c9ME. FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director SUBORDINATED DOC a 2004-0565216 07/21/2004 08:00A Fee:55.00 Page 1 of 17 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 M S U PAGE SIZE A R L OPTION AGREEMENT DA PCOR NOCOR SMF MISC. COPY LONG REFUND NCHG EXW 55%- T VG NOTICE: This OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS OPTION AGREEMENT ("Option Agreement") is made this/say of , �40(the "Effective Date"), by SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. Developer has entered into an Agreement for Purchase and Sale and Escrow Instructions ("Purchase Agreement") dated /-ate -a2cw,3 with the La Quinta Redevelopment Agency ("Agency"), pursuant to which Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"). All defined terms used herein shall have the same meaning as set forth in the Purchase Agreement unless otherwise stated. The Site is legally described in Exhibit "A" attached hereto and incorporated herein. B. As a condition to the Agency's conveyance of the Site to Developer, Developer was required to grant to Agency an option to repurchase the Site from Developer, if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, all as further described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Purchase Agreement, Developer hereby grants to Agency the following repurchase options: 882/015610-0043 518524.01 a07/19/04 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails either (i) to commence construction of the Project (for the purposes of this Option Agreement, "commencement of construction of the Project" shall be defined as Developer's substantial commencement, and thereafter uninterrupted continuation, of excavation work on the Site) within one hundred eighty (180) days after the Effective Date, subject to Sections 4(b) and 4(h) below; or (ii) fails to comply with the provisions of Section 8(b), (c) or (d) of the Purchase Agreement within the time periods specified in said subsections. In the event of Developer's failure to commence construction within such one hundred eighty (180) day time period, or failure to comply with the provisions of Section 8(b), (c) or (d) of the Purchase Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Purchase Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Purchase Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($801,358.00) less the sum of (i) Agency's costs of sale, including but not limited to Agency's escrow costs, real estate commissions, attorney fees incurred to negotiate and draft the Purchase Agreement, and other costs under Section 12.2 of the Purchase Agreement; and (ii) Agency's escrow costs and transaction fees to repurchase the Site in accordance with this Option Agreement. Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this 882/015610-0043 518524.01 a07/19/04 2 Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Exhibit "B" to the Purchase Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days; and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) within twenty-four (24) months after commencement of construction, subject to Sections 4(b) and 4(h) below ("Completion Deadline"). In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase 882/015610-0043 518524.01 a07/19/04 3 Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Purchase Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to 882/015610-0043 518524.01 a07/19/04 4 use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal 882/015610-0043 _ 518524.01 a07/19/04 _5 to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option H Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Exhibit "B" to the Purchase Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1/2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 882/015610-0043 518524.01 a07/19/04 6 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Purchase Agreement. In the event of Developer's transfer of the Site in violation of the Purchase Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Purchase Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Purchase Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section I (b) of this Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. 882/015610-0043 _ 518524.01 a07/19/04 -7 (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the 882/015610-0043 _ 518524.01 a07/19/04 _g subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences and completes construction of the Project and Agency has not exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall execute and record a termination of this Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to 882/015610-0043 _(t_ 518524.01 a07/19/04 7 administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan, provided that (i) the maximum cumulative principal amount of the construction loan shall not exceed ninety percent (90%) of the lender's appraised value of the Site upon completion of the Project, which amount shall be verified in writing to Agency Executive Director's reasonable satisfaction; (ii) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (iii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach or default, and (C) purchase the Site from Developer subject to the construction lender's deed of trust, without the consent of Developer or the holder of the construction lender's deed of trust, that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right on the part of the lender to accelerate the amounts due under the loan. 5. Notices Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. 882/015610-0043 -10- 518524.01 a07/19/04 Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Option Agreement. This Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall 882/015610-0043 -11- 518524.01 a07/19/04 include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Option Agreement or use of the Site. 10. Interpretation The terms of this Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Option Agreement. 11. Entire Agreement This Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Option Agreement may be. executed in counterparts, each of which, after all the parties hereto have signed this Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. 882/015610-0043 -12- 518524.01 a07/19/04 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Name: /S?lG�1i�L�'L �"• �'�%�/G/�tJ Its: (/ "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a p d ; corporate and p liti - / By: Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUC ' , LLP /)1-1 Attorneys tor the La inta Redevelopment Agency 882/015610-0043 -13 - 518524.01 a07/19/04 STATE OF CALIFORNIA ) • ) ss COUNTY OF �Jlev:sm( e.J On personally 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/sheAhay executed the same in his/herAkir authorized capacity(ies), and that by his/henk4tcir 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. IA HENS0-:y CoRm�m N� # 1274458 Notary pubiic - cosifar� Not Public Riverside � ,� STATE OF CALIFORNIA ) ) ss COUNTY OF V / 4�+ ) On v—I�—c;--/ c2oa , before me, personally rr 11 a eared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) War& subscribed to the within instrument and acknowledged to me that he/sk&4h@y executed the same in his/her authorized capacity(ies), and that by his/he 'sir 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. . REGENIA HENSLEY r� Commission # 1274458 � .� _ �•1f, "a Notar ublic Riverside County MyComrM Aug19,204 882/015610-0043 -14- 518524.01 a07/19/04 EXHIBIT "A LEGAL DESCRIPTION OF THE SITE [See Following Page 882/015610-0043 -15 - 518524.01 a07/19/04 E30Mrr "A" TRACT 31310 PROPERTY DESCRIPTION THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 .TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: CONIlvIENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00 °20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 890 51' 43" E A DISTANCE OF 55.00 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET, SAID POINT BEING THE POINT OF BEGINNING, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 20009 AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE CONTINUING S 890 51' 43" E ALONG THE SOUTHERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 1.047.70 FEET TO A POINT LYING N 890 51' 43" W A DISTANCE OF 12.17 FEET FROM THE SOUTHEAST CORNER OF SAID SPANOS PROPERTY; THENCE S 000 08' 22" W A DISTANCE OF 199.67 FEET; THENCE S 890 51' 43" E A DISTANCE OF 178.53 FEET; THENCE S 00 ° 40' 41" W A DISTANCE OF 264.42 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48, SAID POINT BEING POINT "A" HEREIN; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 759.76 FEET; THENCE N 870 36' 11" W A DISTANCE OF 300.10 FEET; THENCE N 890 19' 24" W A DISTANCE OF 137.88 FEET; THENCE N 440 49' 57" W A DISTANCE OF 32.24 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET. THE PREVIOUS THREE COURSES BEING ALONG THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 PER DOCUMENT RECORDED APRIL 17, 1997, AS INSTRUMENT NO. 130188 OF OFFICIAL RECORDS; THENCE N 000 20' 08" W ALONG SAID EASTERLY RIGHT OF WAY LINE OF ADAMS STREET LYING PARALLEL WITH AND 55.00 FEET EAST OF THE WEST LINE OF SECTION 29 A DISTANCE OF 421.01 FEET TO THE POINT OF BEGINNING. EXHIBIT "B" A PORTION OF THE SOUTHWEST 1/4 OF SECTION.29, TOWNSHIP 5 SOUTH RANGE 7 EAST, S.B.M. SPANOS CORPORATION BY DEED RECORDED MARCH 3, 2000 AS INST. NO. 2000-090257, O.R. 1217• P.0.8. ! M 55 N89* w 1047.70' N �I 00 p Cn W� � 3 o� Z N8951'43" W o APN 649-030-069 178.53 W 3 O �t Z oI N44'49'57"W G 32.24 �o N 55' 0 0 Q of z 30% 29 31 32 P.O.C. • vw �' B7'36111 "W 300.10N .89'19 24 W 759.76 AVENUE 48 o4 9 �lUU-5@0 K 1Em@D ICCH ulom @ OVIL ENGINEERING • LAND PLANNING 79-410 CORPOMME COW ORK M 107 LA QINITA. CA 9= IET111.E. FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director DOC a 0004-05G5213 07/21/2004 08:00A Fee:58.00 Page 1 of 18 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 M i U PAGE SIZE DA PCOR NOCOR SMF MISC. A R LV-7 COPY LONG REFUND NCHG EXAM OPTION AGREEMENT SUBORDINATED J T NOTICE: This OPTION AGREEMENT contains a subordination clause which may VG �p result in your security interest in the property becoming subject to and of lower priority than the (+ lien of some other or later security instrument. a THIS OPTION AGREEMENT ("Option Agreement") is made this.2/ Cy of T. 7(the "Effective Date"), by SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. Developer has entered into an Affordable Housing Agreement ("Affordable Housing Agreement") dated /- -.2o&5 with the La Quinta Redevelopment Agency ("Agency"), pursuant to which Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"). All defined terms used herein shall have the same meaning as set forth in the Affordable Housing Agreement unless otherwise stated. The Site is legally described in Exhibit "A" attached hereto and incorporated herein. B. As a condition to the Agency's conveyance of the Site to Developer, Developer was required to grant to Agency an option to repurchase the Site from Developer, if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, all as further described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Affordable Housing Agreement, Developer hereby grants to Agency the following repurchase options: 882/015610-0043 350204.04 a07/19/04 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails either (i) to commence construction of the Project (for the purposes of this Option Agreement, "commencement of construction of the Project" shall be defined as Developer's substantial commencement, and thereafter uninterrupted continuation, of excavation work on the Site) within one hundred eighty (180) days after the Effective Date, subject to Sections 4(b) and 4(h) below; or (ii) fails to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement within the time periods specified in said subsections. In the event of Developer's failure to commence construction within such one hundred eighty (180) day time period or failure to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following (1) the expiration of the one hundred eighty (180) day period described above, or (2) Developer's failure to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement (as applicable) ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($1.00). Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, 882/015610-0043 350204.04 a07/19/04 2 however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1/2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days; and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) within twenty-four (24) months after commencement of construction, subject to Sections 4(b) and 4(h) below ("Completion Deadline"). In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section. 5 of this Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any 882/015610-0043 350204.04 a07/19/04 3 Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of 882/015610-0043 350204.04 a07/19/04 4 the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added 882/015610-0043 _ 350204.04 a07/19/04 -5 to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1/2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the 882/015610-0043 350204.04 a07/19/04 Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Affordable Housing Agreement. In the event of Developer's transfer of the Site in violation of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section 1(b) of this Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously 882/015610-0043 _^7_ 350204.04 a07/19/04 / proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). 882/015610-0043 350204.04 a07/19/04 O (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences and completes construction of the Project and Agency has not exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall execute and record a termination of this Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan, provided that 882/015610-0043 350204.04 a07/19/04 9 (i) the maximum cumulative principal amount of the construction loan shall not exceed ninety percent (90%) of the lender's appraised value of the Site upon completion of the Project, which amount shall be verified in writing to Agency Executive Director's reasonable satisfaction; (ii) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (iii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach or default, and (C) purchase the Site from Developer subject to the construction lender's deed of trust, without the consent of Developer or the holder of the construction lender's deed of trust, that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right on the part of the lender to accelerate the amounts due under the loan. 5. Notices Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, 882/015610-0043 -10- 350204.04 a07/19/04 demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Option Agreement. This Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 8. Nonliability of Agency Officials and Employees 882/015610-0043 -11- 350204.04 a07/19/04 No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Option Agreement or use of the Site. 10. Interpretation The terms of this Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Option Agreement. 11. Entire Agreement This Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. [END - SIGNATURES ON NEXT PAGE] 882/015610-0043 -12- 350204.04 a07/19/04 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Name: Its: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a pu bo y, corporate an of i By: Executive Director ATTEST: CA Agency S cr%-I+ary. APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the LaAluinta Redevelopment Agency 882/015610-0043 -13 - 350204.04 a07/19/04 STATE OF CALIFORNIA ) ) ss COUNTY OF el ) On U / , before me, personally appeared idle � JIy personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/a*eubscribed to the within instrument and acknowledged to me that he/slieAhey executed the same in his/her*mir authorized capacity(ies), and that by his/hen4heir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness m ial seal. REGELVon # 127 LEY Putfir i w ,� erside AM19 ,2004 NyCXCjrMnM- [SEAL] STATE OF CALIFORNIA ) ss COUNTY OF � �-G ) o Not ublic On %./U% =O/ moo , 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/afe-subscribed to the within instrument and acknowledged to me that he/slr 4hey executed the same in his/hep4keir authorized capacity(ies), and that by his/herAheir 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. REGENIA HENSLEY A AO C//,o gtz� Coxes# Catifomia ,., 127449 ��y T40tv,ublic rlhtC0rn'• A" 9 882/015610-0043 —14- 350204.04 a07/19/04 EXHIBIT "A LEGAL DESCRIPTION OF THE SITE [See Following Page] 882/015610-0043 -15 - 350204.04 a07/19/04 Recorder P.O. Box 751 Riverside, CA 92502-0751 (909) 486-7000 . , GARY L. ORSO - COUNTY OF RIVERSIDE ASSESSOR — CO : Y CLERK — RECORDER NOTARY CLARITY Under the provisions of Government Code 273 61.7, I certify under the penalty, of . perjury that the notary seal on the document to which this statement is attached reads as follows: Name of NotQ-e- e v1 i � �Y Commission #: Place of Execution. Date Commission Expires: Date: Signature: Print Name: J9.2CG`f J M I /-, y Travis Runyan EXHIBIT "A" TRACT 31311 PROPERTY DESCRIPTION THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: CONRdENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 000 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 890 51' 43" E A DISTANCE OF 1,114.87 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SOUTHEAST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE N 000 18' 58" W ALONG THE EASTERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 580.16 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN THE DEED RECORDED AUGUST 17, 1995 AS INSTRUMENT NO.271345 OF OFFICIAL RECORDS; THENCE S 89 ° 51' 54" E ALONG SAID NORTHERLY LINE A DISTANCE OF 872.17 FEET TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 660.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE S 000 13' 48" E ALONG SAID WESTERLY LINE A DISTANCE OF 1050.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 710.49 FEET TO A POINT BEING POINT "A" IN THE DEED FROM THE LA QUINTA REDEVELOPMENT AGENCY RECORDED CONCURRENTLY HEREWITH; THENCE N 000 40' 41" E A DISTANCE OF 264.42; THENCE N 89 ° 51' 43" W A DISTANCE OF 178.53 FEET; THENCE N 000 08' 22" E A DISTANCE OF 199.67 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SPANOS PROPERTY; THENCE S 890 51' 43" E A DISTANCE OF 12.17 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY WATER DISTRICT BY DEED RECORDED NOVEMBER 2, 1999 AS INSTRUMENT 1999-482503 OFFICIAL RECORDS OF .RIVERSIDE COUNTY, CALIFORNIA. e®nvo cvovc Im MARCH 3112006 D CIV.� OF cT% EXHIBIT "B" A PORTION OF THE SOUTHWEST 1/4 OF SECTION 29, TOWNSHIP 5 SOUTH RANGE 7 EAST, S.B.M. i WESTERLY LINE OF THE EASTERLY 660.00' OF THE I SE 1 /4 OF THE SW 1 /4 .OF SECTION 29, T.5S., R.7E., S.B.M. N00013'48"W 1050.96' I CVWD WELL SITE PER INST. 1999-482503 rn I RECORDED 11 /02/99 O.R. 0 NOT A PARTIr N 00 31 APN 649-030-069 N � CD z I v01 i co z�; MN N00'40'41 "E d, 264.42 00 W z ao Z. N00'18'58 W 580.16'N00'06 2� E ; P.O.B. 199. 7T Q c ND OMB coF U O sl• I wcrm I 0 W Oo 33: UDN cn r. Z00 WZ I Q�pFESSipN9 NON w z z cQ m o.26662 MARCH 31, 2006 x civiv Q��P ;�� N00'20'08"W 2 507.11 30J 32 31 CALF° 1-2 ADAMS STREET P.O.c. 9 CIVIL ENGINEERING • LAND PLANNING 79-W CORPORATE CENTER DRIVE, SUITE 107 75 0 150 450 u QWA. CA 9= SCALE: 1 " = 300' PH: (M) rn-6= FAX (M) 7n-M INIffRCEME- RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:) La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director HOC a 2004-0565214 07/21/2004 08:00A Fee:91.00 Page 1 of 29 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 M S U PAGE SIZE DA PCOR NOCOR SMF MISC. A R L COPY LONG 1 REFUND NCHG EXAM DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY T . VG THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between SANTA ROSA DEVELOPMENT, INC., a California corporation (the "Covenantor") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" or ,.o "Covenantee") as of the 611 pr day of , 200/.' T RECITALS A. Covenantor is fee owner of record 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", which Property Covenantor acquired from Agency pursuant to a Grant Deed recorded concurrently herewith. B. This Declaration and the Grant Deed described in Recital A are part of a redevelopment project described in that certain Affordable Housing Agreement, entered into by and between Covenantor and Covenantee and recorded concurrently herewith. As described in the Affordable Housing Agreement, the Property includes not less than one hundred forty-nine (149) single family lots on each of which Covenantor shall construct a single family home for sale to "Eligible Buyers" (as that term is defined in Section Lb herein) (the "Project"). C. The Property is within the La Quinta Redevelopment Project Area (the "Project Area") in the City of La Quinta and is subject to the provisions of the Redevelopment Plan for the Project Area (the "Redevelopment Plan"). D. 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 COVENANTEE AND THE COVENANTOR AGREE AS FOLLOWS: 882/015610-0043 346077.05 a06/25/04 1. Definitions. a. "Affordability Period" shall be forty-five (45) years from the date of transfer to an Eligible Buyer, as evidenced by the recordation of a Buyer Affordable Housing Agreement by said Eligible Buyer. b. "Affordable Housing Cost" shall be that purchase price which would result in monthly housing payments, including the cost for a thirty (30) year mortgage for that portion of the purchase price which is to be paid in the form of loan proceeds under currently prevailing mortgage loan rates or the interest rate of any below -market mortgage program for which such purchaser has obtained a first trust deed loan, of (i) for households which earn not more than one hundred ten percent (110%) of Riverside County median income, not less than twenty-eight percent (28%) of the gross income of the household, nor more than thirty-five percent (35%) of one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the Unit, or (ii) if the gross income of the household exceeds one hundred ten percent (110%) of Riverside County median income, not more than thirty-five percent (35%) of the actual gross income of the household. A sample calculation of an Affordable Housing Cost for the Units is set forth on Exhibit "B", which is attached hereto and incorporated herein by this reference ("Calculation of Affordable Housing Costs"). C. "Buyer Affordable Housing Documents" shall collectively refer to the following documents, all of which shall be required to be executed by each buyer of a Unit to assure the affordability of the Unit to Eligible Buyers: (i) an affordable housing agreement that prohibits the resale of the Unit except to an Eligible Buyer and grants the Covenantee an option to purchase the Unit ("Option of Purchase") in the event the buyer is unable to locate an Eligible Buyer ("Buyer Affordable Housing Agreement"); (ii) a Memorandum reciting Covenantee's Option to Purchase ("Buyer Memorandum re Option to Purchase"); (iii) a promissory note ("Buyer Promissory Note") whose terms shall include a second deed of trust securing the Buyer Promissory Note ("Buyer Second Trust Deed"); and (iv) a disclosure statement acknowledging and consenting to all of the affordability and restrictions contained in the aforementioned documents ("Buyer Disclosure Statement"). d. "Covenantor" shall mean Covenantor and any successor in interest of Covenantor to the Site. e. "Eligible Buyer" shall mean a buyer of one of the Units in the Project who satisfies all of the following requirements: (i) at least one person in residence in the residential unit in question is a "qualifying resident" or "senior citizen" for purposes of residency in a "senior citizen housing development" (as those terms are defined in California Civil Code Section 51.3(b)(1) and (4)); (ii) each other resident in the same dwelling unit is either a "qualifying resident," "senior citizen," "qualified permanent resident" or "permitted health care resident" within the meaning of California Civil Code Section 51.3(b)(2), (3), and (7); and (iii) such person or persons qualify as "persons and families of moderate income" within the meaning of California Health and Safety Code Section 50093 (i.e., households whose household income, adjusted for family size, do not exceed one hundred twenty (120%) of the Riverside County Median Income). 882/015610-0043 346077.05 a06/25/04 2 f. "Owner" shall mean an Eligible Buyer to whom Covenantor has conveyed fee title to one of the Units or any successor in interest to said Eligible Buyer to all or any portion of the Unit. g. "Proposed Buyer" shall mean a person or family determined to be an Eligible Buyer, to whom the Covenantor or any successor Owner desires and proposes to Transfer a Unit. h. "Purchase Housing Cost" for an Eligible Buyer purchasing a Unit shall be a cost that includes all of the following associated with that Unit, estimated or known as of the date of the proposed sale of the Unit: (1) Principal and interest on a fixed rate mortgage loan including any rehabilitation loans, and any loan insurance fees associated therewith. (2) Property taxes and assessments. (3) Fire and casualty insurance covering replacement value of property improvements. (4) Any homeowner association fees. (5) Estimate of utilities cost. (6) Estimate of property maintenance costs. The sum of (1) through (5), inclusive, shall not exceed the Affordable Housing Cost. i. "Sales Price" shall mean all sums paid by an Eligible Buyer to Covenantor for, or in conjunction with, the acquisition of a Unit, including the purchase price designated in any purchase agreement, consideration for personal property and all other costs and fees paid by the Eligible Buyer to or for the benefit of the Covenantor. j. "Transfer" shall mean (i) any sale, assignment, or transfer of an interest in a Unit, including, without limitation, a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life estate, or other limited estate, leasehold interest or any rental of the Unit, or (ii) any interest evidenced by a land contract. k. "Unit" shall mean one of the one hundred forty-nine (149) single-family detached homes to be constructed on the Property. Each Unit in the Project shall be subject to the restrictions of this Declaration. Notwithstanding the foregoing, this Declaration shall be subordinate to the lien of a first deed of trust against the Property, and shall not impair the rights of any institution or lender which is the maker of a loan secured by such first deed of trust, or such lender's assignee or successor in interest, to exercise its remedies under the deed of trust in the event of default under the first deed of trust by the Covenantor. Such remedies under the first deed of trust 882/015610-0043 _ 346077.05 a06/25/04 -3 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 and 7 of this Declaration as to each lot covered by this Declaration that is the subject to the foreclosure, 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 and 7 of this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the Covenantee has been given written notice of a default under such first deed of trust; and (ii) the Covenantee 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 Covenantee. 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. 2. Sale of Units. Covenantor agrees that Covenantor shall sell each Unit to an Eligible Buyer at an Affordable Housing Cost and that during the Affordability Period each subsequent resale of a Unit by the then -Owner thereof shall be to an Eligible Buyer at an Affordable Housing Cost. Covenantor agrees that this Declaration shall be recorded against each lot in the Property concurrently with the close of escrow pursuant to which Covenantor acquired fee title to the Property. Covenantor agrees to commence to market each Unit not later than the completion of construction of said Unit. Escrow for a Transfer of a Unit by Covenantor to an Eligible Buyer shall not close until after issuance of a certificate of occupancy to be issued by the City building department for such Unit. For purposes of satisfying the requirement that all of the Units shall be occupied by Eligible Buyer: (a) an individual or family who qualifies as an Eligible Buyer at the time he or she first takes title to a Unit will be deemed a Eligible Buyer as long as he or she continues to hold title to such Unit even though the Eligible Buyer subsequently ceases to meet the income requirements of an Eligible Buyer, and (b) when an Owner releases title to a Unit, such unit will be considered as occupied by an Eligible Buyer if it is held vacant and available for such occupancy until title is transferred to another Eligible Buyer. 3. Restrictions on Transfer by Sale of the Property or Any Unit. a. For the duration of the Affordability Period, Covenantor, for itself and any subsequent Owner of a Unit, hereby subjects the Property to certain restrictions and limits the price at which Covenantor or any Owner of a Unit may sell and/or resell a Unit and the persons to whom Covenantor or any Owner of a Unit may sell a Unit. b. COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE SALES PRICE CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, PROPERTY TAXES AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED AND THAT THE SALE PRICE PERMITTED HEREUNDER MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL 882/015610-0043 346077.05 a06/25/04 4 PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR FURTHER ACKNOWLEDGES THAT IN SETTING THE SALES PRICE, THE PRIMARY OBJECTIVE OF THE COVENANTEE AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE BUYERS AT AN AFFORDABLE HOUSING COST. THE SALES PRICE MAY BE LESS THAN OTHER SIMILAR PROPERTIES WHICH HAVE NO RESTRICTIONS. Covenantor's Initials C. Transfer of a Unit. Covenantor may transfer a Unit only in strict accordance with the provisions of this Declaration. Specifically, during the Affordability Period, Covenantor may transfer a Unit (i) only to an Eligible Buyer whose assets immediately prior to the close of escrow for the Unit do not exceed the limits set forth in the Asset Limitation Requirements set forth in the La Quinta Housing Program Implementation Manual, (ii) only if the Purchase Housing Cost does not exceed the Affordable Housing Cost for the Eligible Buyer; and (iii) only if the Transfer has previously been approved in writing by the Covenantee. In order to comply with this Subsection 3(c), Covenantor must calculate the Affordable Housing Cost for the Proposed Buyer of the Unit in accordance with the definition set forth in Section 1(b) of this Declaration. The Covenantor should contact the Covenantee housing staff to obtain assistance in determining this calculation. After calculating the Affordable Housing Cost for the Proposed Buyer, the Covenantor must ensure that the sum of the Sales Price and all costs listed in the definition of Purchase Housing Cost set forth in Section 1 of this Declaration does not exceed an Affordable Housing Cost. The calculation of the Sales Price under this Section 3(c) is illustrated by example in the Calculation of Affordable Housing Cost. d. Notwithstanding anything to the contrary in this Section 3, at close of the escrow pursuant to which the Developer shall transfer a Unit to an Eligible Buyer, the Eligible Buyer shall execute a complete set of Buyer Affordable Housing Documents as described in Section 1 hereof. e. The foregoing provisions will apply to every successive Transfer during the Affordability Period except that the then -Owner shall be responsible for complying with the requirements of the Developer as set forth in this Section 3. 4. Process to Complete Transfer by Sale of Restricted Units. Prior to the Transfer by sale of a Unit, Covenantor shall do all of the following: a. Notice to Covenantee: Covenantor shall send to the Covenantee in care of the La Quinta Housing Department (or its successor), at P.O. Box 1504, La Quinta, California 92253, the form attached hereto and incorporated herein as Exhibit "C" ("Request for Approval of Proposed Buyer") fully completed and executed by the Covenantor and the Proposed Buyer. b. (qualification of Proposed Buyer. No Transfer shall occur unless and until determination is made based on the Request for Approval of Proposed Buyer that the Proposed 882/015610-0043 346077.05 a06/25/04 5 Buyer (i) intends to occupy the Unit as the Proposed Buyer's principal residence and (ii) is an Eligible Buyer whose assets at the close of escrow for the Unit do not exceed the limits set forth in the Asset Limitation Requirements, which are attached to the La Quinta Housing Program Implementation Manual as Attachment 1. Each Request for Approval of Proposed Buyer shall include a statement by the Proposed Buyer certifying its intent with regard to the occupancy of the Unit and as to the truth and accuracy of all information supplied as to the Gross Income (calculated as set forth in 25 Cal. Code of Regs., Section 6914) of the Proposed Buyer. Covenantor shall certify pursuant to the Request for Approval of Proposed Buyer the information provided on said request form. Covenantor shall be entitled to rely on the information on the Request for Approval of Proposed Buyer and attachments thereto in making the determination required by this subsection 4(b) unless the Covenantor has knowledge of, or a reasonable basis for belief as to the inaccuracy or falsehood of the Request for Approval of Proposed Buyer. C. Unit Sales Price. The Sales Price for the Unit shall not exceed the maximum price at which the Purchase Housing Cost to be paid by the Proposed Buyer would not exceed the Affordable Housing Cost. The calculation of the Sales Price under this subsection is illustrated by the Calculation of Affordable Housing Cost. However, in determining the Affordable Housing Cost, the family size of the Proposed Buyer shall be deemed to be 1 person in the case of a studio Unit, 2 persons in the case of a 1 bedroom Unit, 3 persons for a 2 bedroom Unit , 4 persons for a 3 bedroom Unit, or 5 persons for a 4 bedroom Unit. If the actual family size of the Proposed Buyer is larger, then the actual family size shall be used. d. Certificates from Covenantor and Proposed Buyer. With respect to each initial sale of a Unit, Covenantor shall submit to the Covenantee, not later than four (4) weeks prior to close of escrow on the sale of the Unit, a certificate that (i) the Covenantor has made the affirmative determinations required by Section 4(b) above and (ii) the Sales Price conforms with Section 4(c) above. The Covenantor shall concurrently submit to the Covenantee the Request for Approval of Proposed Buyer and all attachments thereto and all other documents or material with regard to information required by Section 4(a) and/or (b) above, whether or not relied on by the Covenantor. Further, the Covenantor and Proposed Buyer each shall certify in writing, in a form acceptable to the Covenantee, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by the Covenantee and that all consideration delivered by the Proposed Buyer to Covenantor has been fully disclosed to the Covenantee. The written certificate shall also include a provision that, in the event a Transfer is made in violation of the terms of this Declaration or false or misleading statements are made in any documents or certificate submitted to the Covenantee for its approval of the Transfer, the Covenantee shall have the right to file an action at law or in equity to seek termination and/or rescission of the sales contract and/or declare the sale void, notwithstanding the fact that the Transfer may have closed and become final as between Covenantor and its Proposed Buyer. In the event Covenantor fails to comply with Sections 4(a) or 4(b) above, any costs, liabilities or obligations incurred by the Covenantor and its Proposed Buyer for the return of any monies paid or received or for any costs and legal expenses, shall be borne jointly and severally by the Covenantor and its Proposed Buyer and such parties shall hold the City of La Quinta ("City") and Covenantee harmless and reimburse their expenses, legal fees and costs for any action and City and/or Covenantee take in enforcing the terms of this Section 4(d). 882/015610-0043 346077.05 a06/25/04 6 e. Execution of Buyer Affordable Housing Documents. Notwithstanding anything to the contrary in this Agreement, at close of escrow of the sale of the Unit from the Covenantor to an Eligible Buyer, the Eligible Buyer shall execute a complete set of Buyer Affordable Housing Documents. The Buyer Affordable Housing Documents require, among other things, that during the Affordability Period for said Unit, (i) the Unit must be owner - occupied at all times and cannot be rented or leased; (ii) the Unit may only be Transferred at an Affordable Housing Cost to an Eligible Buyer; and (iii) the maximum permitted sales price for the Unit may be less than fair market value. g. Delivery of Documents. Upon the close of the proposed Transfer, the Covenantor shall provide the Covenantee with a certified copy of the recorded documents, a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents which the Covenantee may request. COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED BUYER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR FURTHER ACKNOWLEDGES THAT IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE COVENANTEE AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE BUYERS AT AN AFFORDABLE HOUSING COST. The covenant contained in this Section 3 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date set forth in Section 12 hereof. 5. 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: 882/015610-0043 346077.05 a06/25/04 % (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, 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 5 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 5 shall run with the land in perpetuity. 6. 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; 882/015610-0043 346077.05 a06/25/04 g and (4) no trees and shrubbery grown uncontrolled without proper pruning; (5) no vegetation so overgrown as to be likely to harbor rats or vermin; (6) no dead, decayed, or diseased trees, weeds, and other vegetation. (b) No yard areas shall be left unmaintained, including: (1) no broken or discarded furniture, appliances, and other household equipment stored in yard areas for periods exceeding one (1) week; (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 areas. (4) no vehicles parked or stored in areas other than approved parking (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; and (5) no graffiti. 7. Covenantee's Right of Reverter Covenantee shall have the additional right, at its option, to reenter and take possession of the Property with all improvements thereon and revest in the Covenantee the estate theretofore conveyed to the Covenantor, if after conveyance of title to the Property and prior to issuance of the Certificate of Completion for the lot or lots in question, the Covenantor shall: (a) Fail to proceed with the construction of the Project as required by the Affordable Housing Agreement (subject to any force maj eure delays) for a period of six (6) month after written notice of such abandonment or suspension from the Covenantee subject to any force majeure delays under Section 603 of the Affordable Housing Agreement; or 882/015610-0043 346077.05 a06/25/04 9 (b) Abandon or substantially suspend construction of the improvements for a period of six (6) month (subject to any force majeure delays) after written notice of such abandonment or suspension from the Covenantee; or (c) Transfer or suffer any involuntary transfer of the Property or any part thereof in violation of the Affordable Housing Agreement. Such right to reenter, repossess and revest to the extent provided in this Declaration shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (1) Any mortgage, deed of trust or other security instrument permitted by the Affordable Housing Agreement; or (2) Any rights or interest provided in the Affordable Housing Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. Upon the revesting in the Covenantee of title to the Property or any part thereof as provided in this Section 7, the Covenantee shall, pursuant to its responsibilities under state law, use its best efforts to resell the Property or part thereof as soon and in such manner as the Covenantee shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and responsible party or parties (as determined by the Covenantee) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Covenantee and in accordance with the uses specified for the Property or part thereof in the Redevelopment Plan. Upon such resale of the Property, the proceeds thereof shall be applied: (i) First, to reimburse the Covenantee on its own behalf or on behalf of the City for all costs and expenses incurred by the Covenantee (excluding salaries to personnel and other items of overhead of the Covenantee or the City) in connection with the recapture, management and resale of the Property or part thereof (but less any income derived by the Covenantee from the Property or part thereof in connection with such management); all taxes, assessments and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County of Riverside assessing official as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Covenantor; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property or part thereof; and any amounts otherwise owing the Covenantee by the Covenantor; and (ii) Second, to reimburse the Covenantor up to the amount equal to the sum of: (a) the Purchase Price paid to the Covenantee by the Covenantor for the Property (or allocable to the part thereof); plus (b) the costs and expenses incurred by the Covenantor for the development of the Property and for construction of the improvements existing on the Property 882/015610-0043 _ 1 O_ 346077.05 a06/25/04 at the time of the reentry and repossession; less (c) any payments for work that has not been completed by the Covenantor on the Property or the improvements. Any balance remaining after such reimbursements shall be retained by the Covenantee as its property. To the extent that the rights established in this Section 7 involve a forfeiture, it must be strictly interpreted against the Covenantee, the party for whose benefit it is created. The rights established in this Section 7 are to be interpreted in light of the fact that the Covenantee will convey the Property to the Covenantor for development and not for speculation. 8. Covenants Do Not Impair Liens No violation or breach of 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 instrument. 9. Conflict with Other Laws; Severability. In the event that any provision of this Declaration is found to be contrary to applicable law, then the contrary provisions of this Declaration shall be deemed to mean those provisions which are enforceable and consistent with such laws and policies. The remaining portions of this Declaration shall be deemed modified in a manner which is consistent with the goals and intent of this Declaration to provide housing at an Affordable Housing Cost to Eligible Buyers. Every provision of this Declaration is intended to be severable. In the event any term or provision of this Declaration is declared by a court of competent jurisdiction to be unlawful, invalid or unenforceable for any reason, such determination shall not affect the balance of the terms and provisions of this Declaration, which terms and provisions shall remain binding and enforceable. 10. Covenants for Benefit of City and Covenantee. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and the City and such covenants shall run in favor of the Covenantee and the City for the entire period during which such covenants shall be in force and effect, without regard to whether the Covenantee or the City is or remains an owner of any land or interest therein to which such covenants relate. The Covenantee and the City, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. 11. Notices. Demands and Communications Written notices, demands and communications between the Covenantor and the Covenantee shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same- 882/015610-0043 -11- 346077.05 a06/25/04 day or overnight courier service that provides a receipt showing date and time delivery, or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, as follows: Covenantor: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, CA 92210 Attn: Daniel E. Olivier, Esq Covenantee: La Quinta Redevelopment Agency Attention: Executive Director 78-495 Calle Tampico La Quinta, CA 92253 copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. Such addresses for notice may be changed from time to time upon notice to the other ply. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the third (3rd) calendar day from the date it is postmarked if delivered by registered or certified mail. 12. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as of forty-five (45) years from the date the Agency issues a Certificate of Completion for the Project. 13. Counterparts This Declaration may be executed in counterparts each of which, when both Covenantor and Covenantee have signed this Declaration, shall be deemed an original and shall constitute one and same instrument. [end — signature page follows] 882/015610-0043 -12- 346077.05 a06/25/04 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. "COVENANTEE" THE LA QUINTA REDEVELOPMENT AGE '`, a ublic body, c or d politic By: Its: Executive Director Attest: Sa--�J� lr� - Secretary I i G (Covenantee's and Covenantor's Signature must be acknowledged by a Notary Public) "COVENANTOR" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Its: By: Its: APPROVED AS TO FORM R & TUC , LLP Attorneys for the La uinta Redevelopment Agency 882/015610-0043 —13 — 346077.05 a06/25/04 STATE OF CALIFORNIA ) • ) ss COUNTY OF �/ ) On personally personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/efe subscribed to the within instrument and acknowledged to me that he/,+efth y executed the same in his/UeA44@k authorized capacity(ies), and that by his/l@ eir 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. REGENIA HENSLEY Commission # 1274458 i Notary Pubtfc - Co1•ifomia z .k, Riverside County �X. MyGorton. EViesAug 19,M [SEAL] STATE OF CALIFORNIA ) • ) ss COUNTY OF ) On'7'P'A/—a/, =-�e , 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/ere subscribed to the within instrument and acknowledged to me that he/shcfthey executed the same in his/herftfi6r authorized capacity(ies), and that by hisir 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. 01274455 Nokxy - Cdtiiomb NVOMWb CM0 Not Public MyCCffn AMj9,?m4 [SEAL] 882/015610-0043 —14- 346077.05 a06/25/04 STATE OF CALIFORNIA ) )Ss COUNTY OF ) 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. Notary Public [SEAL] 882/015610-0043 -15 - 346077.05 a06/25/04 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY [TO BE INSERTED] 882/015610-0043 16 346077.05 a06/25/04 EXHIBIT "A" TRACT 31311 PROPERTY DESCRIPTION THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; ALSO THENCE N 00 20 08 W ALONG THE WEST LINE OF SECTION 29 SAID LINE BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 89 ° 51' 43" E A DISTANCE OF 1,114.87 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SOUTHEAST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE N 000 18' 58" W ALONG THE EASTERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 580.16 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN THE DEED RECORDED AUGUST .17, 1995 AS INSTRUMENT NO.271345 OF OFFICIAL RECORDS; THENCE S 89 ° 51' 54" E ALONG SAID NORTHERLY LINE A DISTANCE OF 872.17 FEET TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 660.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE S 000 13' 48" E ALONG SAID WESTERLY LINE A DISTANCE OF 1050.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 710.49 FEET TO A POINT BEING POINT "A" IN THE DEED FROM THE LA QUINTA REDEVELOPMENT AGENCY RECORDED CONCURRENTLY HEREWITH; THENCE N 000 40' 41" E A DISTANCE OF 264.42; THENCE N 890 51' 43" W A DISTANCE OF 1.78.53 FEET; THENCE N 000 08' 22" E A DISTANCE OF 199.67 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SPANOS PROPERTY; THENCE S 890 51' 43" E A DISTANCE OF 12.17 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY WATER DISTRICT BY DEED RECORDED NOVEMBER 2, 1999 AS INSTRUMENT 1999-482503 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. MARCH 31, 2006 CIVIL 7 7T 6¢ EXHIBIT B� A PORTION OF THE SOUTHWEST 1/4 OF SECTION 29, TOWNSHIP 5 SOUTH RANGE 7 EAST, S.B.M. WESTERLY LINE OF THE EASTERLY 660.00' OF THE SE 1 /4 OF THE SW 1 /4 OF SECTION 29, T.5S., R.7E., S.B.M. W CVWD WELL SITE PER INST. 1999-482503-1--*"-U I I RECORDED 11 /02/99 O.R. NOT A PART N co 31 APN 649-030-069 .� L 0) _ :n 3� co Z I z N00*40'41 "E M 264.4 co z r � a� N00018058 W 580.16' N00*O8 2 E P.O.B. 199.67 o o * I cV 0 04 co I oao � CL 0 000 O 3 C.)o N o U Z W �-- :n N O Z 00 ti m 62 m 2006 L,FpQ� 1400.20'08"W 507.11' 2 32 30J 31 ADAMS STREET P.O.C. 75 0 150 450 SCALE: 1. 300' co IV W D Z W Q DCl CIVIL ENGINEERING • LAND PLANNING 79—MO CORPORATE COW Oft WM 107 LA QUWA, CA 9= PH: (M) 771—= FAK (760) 771-CM EXHIBIT B CALCULATION OF AFFORDABLE HOUSING COST "Affordable Housing Cost" for the purposes of the Affordable Housing Agreement is that purchase price (inclusive of the proceeds of the Homebuyer Assistance) which would result in a monthly housing cost which is not less than twenty-eight percent (28%) of the gross income of the purchaser and does not exceed the greater of (a) the product of thirty-five percent (35%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the unit for Eligible Buyers earning not more than one hundred ten percent (110%) of Riverside County median income, or (b) the product of thirty-five percent (35%) of the actual gross income of the household for Eligible Buyers earning between one hundred ten percent (110%) and one hundred twenty percent (120%) of Riverside County median income. The following is a worksheet of how to calculate Affordable Housing Cost using the two methods set forth above: A. All Moderate Income Buyers Monthly housing costs may not exceed 1/12 of 35% x 110% of Riverside County Median Income adjusted for family size appropriate for the unit. For a two- bedroom housing Unit, monthly housing costs may not exceed 1 / 12 of 3 5 % x 110% of Riverside County Median Income for a family of 3 (example, of Median Income is $45,250 in Riverside County pursuant to regulations issued by the California Department of Housing and Community Development in February 2002, or $1,452). Monthly Housing Costs include: a. Mortgage Principal and Interest b. Private Mortgage Insurance C. Property Taxes d. Fire/Casualty Insurance e. Property Maintenance f. Utilities Allowance g. Homeowner's Association ("HOA") Fees For example, in the following situation, for a 2 bedroom housing Unit, assuming an 8% interest rate on a conventional loan, and assuming a down payment of at least 3% of the purchase price and an average second trust deed loan from the Agency of $48,000, the maximum loan amount would be $136,300 and the maximum purchase price would be $190,000 (down 882/015610-0043 17 346077.05 a06/25/04 payment of $5,700 + Agency Loan of $48,000 + first trust deed loan of $136,350). The foregoing is based upon the following monthly housing costs: a. Mortgage Principal and Interest $994.00 b. Private Mortgage Insurance $0.00 C. Property Taxes $198.00 d. Fire/Casualty Insurance $45.00 e. Property Maintenance $20.00 f. Utilities Allowance $65.00 g. Homeowner's Association $120.00 TOTAL: $1,442.001 B. Buyer's Income is between 110% and 120% of Riverside County Median Income Under method (b), monthly housing costs may not exceed 1/12 of 35% of the purchaser's income, instead of the formula set forth in paragraph (a) above. For example, if the purchaser is a three -person household earning $54,000 monthly housing costs may not exceed $1,575. The maximum sales price would be calculated in the same manner as in paragraph (a) above. For example, if all the other assumptions stated in that paragraph also apply herein, the purchaser's maximum loan amount would be $150,850, and the maximum purchase price, absent the Agency Second Trust Deed Loan would be $157,000. The foregoing is based upon the following monthly housing costs: a. Mortgage Principal and Interest $1100.00 b. Private Mortgage Insurance $0.00 C. Property Taxes $213.00 d. Fire/Casualty Insurance $50.00 e. Property Maintenance $20.00 f. Utilities Allowance $65.00 g. Homeowner's Association $120.00 TOTAL: $1,568.001 882/015610-0043 -18- 346077.05 a06/25/04 The foregoing are intended to be examples of how to calculate affordable housing cost, and the actual numbers will vary depending upon such factors as changes in median income, interest rates, amount of down payment, etc. Please see attached chart of Riverside County median income for moderate income purchasers. 882/015610-0043 _ 19_ 346077.05 a06/25/04 RIVERSIDE COUNTY 2002 Affordable Housing Costs for Home Purchase Programs for Persons of Moderate Income (3) flncome figures based on Department of Housing and Community Development Income Limits dated February, 2002) 1 Person Household 2 Person Household 3 Person Household Median Income $35,200 Median Income $40,250 Median Income $45,250 Annual Income(') Monthly Affordable Housing Cost(2) Annual Income Monthly Affordable Housing Cost Annual Income Monthly Affordable Housin Cost $42,250 $1,129 $48,300 $1,291 $54,300 $1,452 4 Person Household 5 Person Household 6 Person Household Median Median Median Income $50v300 Income $54,300 Income $5%350 Monthly Monthly Monthly Annual Affordable Annual Affordable Annual Affordable Income Housing Cost Income Housing Cost Income Housing Cost $60,350 $1,614 $65,200 $1,742 $70,000 $1,872 7 Person Household 8 Person Household Median Median Income $620350 Income $66,400 Monthly Monthly Annual Affordable Annual Affordable Income Housing Cost Income Housing Cost $74,850 $2,000 $79,650 $2,130 DEFINITIONS: 1. Annual Income: Gross income from all sources for all members of the household. 2. Monthly Housing Costs: Amount of mortgage payment principal and interest, mortgage insurance, property taxes, and property insurance. 3. Moderate Income Affordable Housing Costs: Assumes affordable housing costs computed at 35% of 110% of median income; may not be less than 28% of household's gross income. 882/015610-0043 -20_ 346077.05 a06/25/04 EXHIBIT C REQUEST FOR APPROVAL OF PROPOSED BUYER [SEE ATTACHED PAGES] 882/015610-0043 346077.05 a06/25/04 REQUEST FOR APPROVAL OF PROPOSED BUYER THIS FORM MUST BE DELIVERED TO THE AGENCY BEFORE PROCEEDING WITH ANY TRANSFER OF THE PROPERTY. La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Project Officer Re: Request for Approval of Proposed Buyer To Whom It May Concern: The undersigned is the owner of real property in La Quinta, located at (the "Property"), which was developed with assistance from the Agency ("Owner"). The Owner now desires to transfer the Property and by this letter is requesting the Agency to approve the proposed buyer. 1. The Proposed Buyer is: Name: Current Address: Telephone Number: 2. The terms of the proposed transfer are (a) Sales price of $ . This sales price is based on the lesser of (i) Fair market value; or The maximum price at which the Purchase Housing Cost of the Proposed Buyer would not exceed Affordable Housing Cost. The calculation of the Sales Price under this subsection (ii) is illustrated in Exhibit `B" to the Declaration of Covenants, Conditions, and Restrictions for Property. 882/015610-0043 1 346077.05 a06/25/04 IN ORDER TO ANSWER QUESTION 2(b) YOU MUST CALCULATE THE PROPOSED SALES PRICE BASED ON AFFORDABLE HOUSING COST, TAKING INTO CONSIDERATION ALL ITEMS LISTED IN THE DEFINITION OF PURCHASE HOUSING COST. (b) Price of any personal property being sold by the Owner to the proposed buyer: $ (If none, so state.) (c) The price of $ to be paid by the proposed buyer for any services of Owner. (If none, so state). (d) All other amounts of money or other consideration, if any, concerning the Property or any other matter to be paid by the proposed buyer to the Owner: $ (If none, so state.) (e) Sources of payment of sales price: Sales price $ Cash down payment $ 1 st loan $ 2nd loan $ Other (describe) $ Total $ (f) The financing obtained by the proposed buyer to purchase the Property is as follows: 1 st Loan: Loan amount $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: 882/015610-0043 346077.05 a06/25/04 2 Lender: Lender's address: 2nd Loan: Loan amount: $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: Lender: Lender's address: Other Loans: (describe, if none, so state) (g) The monthly Purchase Housing Cost to be paid by the proposed buyer: 1 st loan monthly payment: 2nd loan monthly payment: $ Other loans monthly payment: $ Taxes and assessments (1/12 of $ yearly taxes and assessments): Insurance (1/12 of yearly $ premium): Homeowner's dues: $ Total: $ 882/015610-0043 346077.05 a06/25/04 3. The proposed buyer represents, warrants and covenants the following: (a) The Property will be the principal residence of the proposed buyer. (b) The combined maximum annual income for all household members of the proposed buyer is $ . (This figure must include all sources of income.) (c) The proposed buyer will deliver to the Agency a signed financial statement on a form acceptable to the Agency. 4. The proposed buyer's household consists of the following persons who will reside in the Property: Adults (18 or over) - [name of each] : Minors (under 18) [name of each] : 5. The proposed buyer must submit to the Owner, on a form available from the Owner, an income certification so the Owner may determine if the proposed buyer is an Eligible Buyer. 6. A true and correct copy of the proposed buyer's most recent tax return to the U.S. Internal Revenue Service is attached hereto. 7. A true and correct copy of the purchase and sale or other agreement between the Owner and the proposed buyer is attached hereto. 882/015610-0043 346077.05 a06/25/04 4 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. OWNER: Date signature signature print name print name street address telephone city state zip code PROPOSED BUYER: Date signature signature print name print name street address telephone city state zip code 882/015610-0043 346077.05 a06/25/04 -5- Owner's Certification Based on the Proposed Buyer's Certificate above, and all documents attached hereto, Owner hereby certifies that: (1) Proposed Buyer is an Eligible Buyer; and (2) The monthly Purchase Housing Cost to be paid by the Proposed Buyer shall not exceed the monthly Affordable Housing Cost. [Capitalized terms used above are defined in the Agreement to which this certificate is attached unless otherwise provided herein.] OWNER: [Name] Date: 882/015610-0043 346077.05 a06/25/04 In AMENDMENT NO.2 TO AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AMENDMENT NO. 2 TO AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Amendment No.2") is made and entered into as of jQd few r ,8 , 2004 (the "Effective Date") by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and 48t' & ADAMS, LLC, a California limited liability company ("Developer"). RECITALS: A. On or about January 22, 2003, the Agency and Santa Rosa Development, Inc., a California corporation (the "Original Developer") entered into that certain Agreement for Purchase and Sale and Escrow Instructions (the "Original P&S Agreement"), pursuant to which Agency agreed to sell to Developer, and Developer agreed to purchase from Agency, that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"), and to construct thereon a residential development containing thirty-six (36) single family homes and related landscaping and other improvements (the "Project"). B. On or about June 22, 2004, the Agency and Developer amended the Original P&S Agreement and the Option Agreement attached as Exhibit "E" to the Original P&S Agreement (the "Original Option Agreement") by that certain Waiver and Replacement of Conditions for Closing for the Purchase and Sale Agreement and for the Option Agreement ("Amendment No. 1 ") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original P&S Agreement). The Original P&S Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended P&S Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". C. On or about July 16, 2004, the Original Developer assigned all of its right, title and interest in and to the Amended P&S Agreement to the Developer. D. Agency and Developer now wish to amend the Amended P&S Agreement and the Amended Option Agreement to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The Amended P&S Agreement is hereby amended as follows: 1.1 To replace Section 8(b) with the following: 882/015610-0043 547845.02 a10/13/04 _ 1 _ (b) Within one hundred twenty (120) days following the Closing Date, Buyer shall (i) prepare and record in the Official Records a tract map subdividing the Property from the adjacent real property (the "Tract Map"); and (ii) furnish to the City of La Quinta a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31310, which was approved by the City pursuant to City Council Resolution 2003-113, adopted on November 18, 2003. 1.2 To replace Section 8(c) with the following: (c) Within the times set forth below, Buyer shall have obtained from the City the building permits necessary for the construction of the model homes and each phase of the Project: (i) On or before January 8, 2005, Buyer shall have obtained the building permits necessary to construct the two (2) model homes Buyer anticipates constructing on the Property; (ii) On or before January 24, 2005, Buyer shall have obtained the building permits necessary to construct the first phase of the Project, which consists of sixteen (16) homes; and (iii) On or before May 1, 2005, Buyer shall have obtained the building permits necessary to construct the second phase of the Project, which consists of eighteen (18) homes. Notwithstanding the times set forth in this Section 8(c), in the event Buyer submits evidence satisfactory to Agency, in Agency's reasonable discretion, demonstrating that home sales in the Coachella Valley are currently declining, due to market -driven factors beyond the reasonable control of Buyer, Agency agrees to meet and confer with Buyer to discuss extending one or more of the timeframes set forth herein. To replace Section 8(d) with the following: (d) Prior to, and as a condition of, City's issuance of the first building permit for the Project, Buyer shall obtain approval from the City of covenants, conditions, and restrictions providing for maintenance of all commonly -owned property within the Project by a homeowners' association ("CC&Rs"), which CC&Rs shall provide that the City and Agency are third party beneficiaries with the right, but not the obligation, to enforce the terms thereof. Prior to, and as a condition of, City's issuance of a certificate of occupancy for the first home, Buyer shall record the CC&Rs in the Official Records of Riverside County. 982/015610-0043 547945.02 a10/13/04 -2- 1.3 To replace Section 8(e) with the following: (e) Agency agrees to fully cooperate with, and assist, at no cost to Agency, Buyer in its pursuit of the Tract Map, building permits, and the CC&Rs ("Post Closing Entitlements"), subject to Agency's exercise of its legislative discretion and without any representation, warranty, or guaranty by Agency that the City will issue or approve, or will issue or approve the same with conditions, any of the Post Closing Entitlements. Without limiting the generality of the foregoing, where required, Agency shall review all submittals by Buyer in a timely manner and shall provide Buyer with all information, in Agency's possession or control, that Buyer may reasonably request in writing in connection with the Post Closing Entitlements. 2. The Amended Option Agreement is hereby replaced, in its entirety, with the Amended and Restated Option Agreement attached hereto and incorporated herein as Attachment No. 1 (the "Amended and Restated Option Agreement"). Agency's approval of this Amendment No. 2 is conditioned upon Developer's execution, concurrently with the execution hereof, of the Option Agreement. 3. Nothing herein or in the Amended P&S Agreement constitutes a representation or warranty by Agency that the construction of the Project is not subject to California Health and Safety Code Sections 33423 through 33426, or Chapter 1 of Part 7 of the California Labor Code (commencing with section 1720), and all applicable statutory and regulatory provisions related thereto, and Developer expressly waives any right of reimbursement for any increased costs under California Labor Code Section 1781 or otherwise with respect to the Project or Site. Developer shall indemnify, defend, and hold Agency harmless, including litigation costs and reasonable attorneys' fees, from and against any and all claims pertaining to the payment of wages for the Project. 4. Except as otherwise expressly provided in this Amendment No. 2, all of the terms and conditions of the Amended P&S Agreement shall remain in full force and effect. 5. In the event of any action between Agency and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 2, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 6. This Amendment No. 2 shall be construed according to its fair meaning and as if prepared by both parties hereto. 7. This Amendment No. 2 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Municipal and Superior Courts of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 2. Service of process on Agency shall be made in accordance with California law. Service of process on Developer shall be made in any 882/015610-0043 _ 547945.02 a10/13/04 _3 manner permitted by California law and shall be effective whether served inside or outside California. 8. Time is of the essence of this Amendment No. 2 and of each and every term and provision hereof. 9. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Agency and Developer. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 10. Signatures of the parties transmitted by facsimile shall be deemed binding. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof. 11. This Amendment No. 2 may be executed in counterparts, each of which, when this Amendment No. 2 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 12. The person(s) executing this Amendment No. 2 on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2 such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which such party is bound. [End — Signature Page Follows] 882/015610-0043 547945.02 00/13/04 _4_ IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read this Amendment No. 2, understands it, and hereby executes this Amendment No. 2 to be effective as of the day and year first written above. Date: 2004 Date: /O -JT 8 , 2004 ATTEST: Julie ek, Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKE , L By: • M. Kathehne Jenson, A101 y Counsel "Developer" 48'' & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California orpora 'on Its: (/ By: Michae Sho in Its: President "Agency" LA QUINTA REDEVELOPMENT AGENCY, a public bod , corporate and oli 'c By: l Executive Director 882/015610-0043 547845.02 a10/13/04 -5- ATTACHMENT NO. 1 AMENDED AND RESTATED OPTION AGREEMENT [See Following Pages] 882/015610-0043 547845.02 a10/13/04 EXHIBIT "E" AMENDED AND RESTATED OPTION AGREEMENT [See Following Pages] 882/015610-0043 547945.02 a10/13/04 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383) AMENDED AND RESTATED OPTION AGREEMENT SUBORDINATED NOTICE: This AMENDED AND RESTATED OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS AMENDED AND RESTATED OPTION AGREEMENT ("Amended and Restated Option Agreement") is made this day of (the "Effective Date"), by 48" & ADAMS, LLC, a California limited liability company ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. On or about January 22, 2003, Santa Rosa Development, Inc., a California corporation (the "Original Developer") and the Agency entered into an Agreement for Purchase and Sale and Escrow Instruction ("Original P&S Agreement"), pursuant to which (i) Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"); and (ii) the Original Developer agreed to construct on the Site a single family residential development (the "Project"), all as more particularly described in the Original P&S Agreement. The Site is legally described in Exhibit "A" which is attached hereto and incorporated herein by this reference. B. The Original P&S Agreement requires, among other terms, that the Original Developer grant to Agency an option to repurchase the Site from the Original Developer if the Original Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if the Original Developer transfers the Site in violation of the terms of the Original P&S Agreement, all as more particularly described therein. The Original Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original P&S Agreement as Exhibit "E" (the "Original Option Agreement"). 882/015610-0043 547845.02 a10/13/04 C. On or about June 22, 2004, and prior to Agency's conveyance of the Site to the Original Developer, the Agency and the Original Developer amended the Original P&S Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Purchase and Sale Agreement and for the Option Agreement ("Amendment No. I") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original P&S Agreement). The Original P&S Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended P&S Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". D. On or about July 21, 2004 (the "Closing Date"), Agency conveyed to the Original Developer the Site and the Original Developer and Agency executed and recorded against the Site, in the Official Records of the County of Riverside, as Instrument No. 2004-0565216, the Amended Option Agreement. E. On or about July 16, 2004, the Original Developer assigned all of its right, title and interest in and to the Amended P&S Agreement to the Developer. F. Agency and Developer have, concurrently with the execution hereof, entered into that certain Amendment No. 2 to Disposition and Development Agreement ("Amendment No. 2") to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. The Amended P&S Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "P&S Agreement". To effect the revisions set forth in Amendment No. 2, Developer and Agency now desire to replace the Amended Option Agreement, in its entirety, with this Amended and Restated Option Agreement. All defined terms used herein shall have the same meaning as set forth in the P&S Agreement unless otherwise stated. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the P&S Agreement, (i) Developer and Agency hereby agree that this Amended and Restated Option Agreement replaces, in its entirety, the Amended Option Agreement; and (ii) Developer hereby grants to Agency the following repurchase options: 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to (i) commence construction of the Project within one hundred eighty (180) days after the Closing Date, subject to Sections 4(b) and 4(h) below; or (ii) furnish to the City of La Quinta, within one hundred twenty (120) days after the Closing Date, a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31310, which was approved by the City pursuant to City Council Resolution 2003-113, adopted on November 18, 2003. 882/015610-0043 547845.02 a10/13/04 -2_ For the purposes of this Amended and Restated Option Agreement, Developer shall have "commenced construction of the Project" at the time Developer has completed all of the following: (1) obtained all necessary bonds and permits to complete the mass grading of the Site; (2) completed all necessary pre -grading activities, including, but not limited to, fencing and watering the Site; and (3) conducted mass grading activities on the Site for a minimum of fifteen (15) days (with only those days where actual and continuous mass grading activities are conducted counting towards this requirement); or In the event of Developer's failure to commence construction within the one hundred eighty (180) day time period referenced above, or to furnish to the City an SIA within the one hundred twenty (120) day time period referenced above, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period or one hundred twenty (120) day period (as applicable) described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the P&S Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($801,358.00) less the sum of (i) Agency's costs of sale, including but not limited to Agency's escrow costs, real estate commissions, attorney fees incurred to negotiate and draft the P&S Agreement, and other costs under Section 12.2 of the P&S Agreement; and (ii) Agency's escrow costs and transaction fees to repurchase the Site in accordance with this Option Agreement. Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, 882/015610-0043 547845.02 a10/13/04 -3- however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the P&S Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, (i) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Amended and Restated Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days, and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) by January 31, 2007, subject to Sections 4(b) and 4(h) below (the "Completion Deadline"); or (ii) Developer fails to comply with the provisions of Section 8(b), (c) or (d) of the P&S Agreement within the time periods specified in said subsections. In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, or to timely comply with the provisions of Section 8(b), (c), or (d) of the P&S Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline or the deadline for completing the obligations in Section 8(b), (c), or (d) (as applicable) ("Repurchase Option II Period"). 882/015610-0043 547845.02 a10/13/04 -4- (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless 882/015610-0043 547845.02 a]0/13/04 -5- Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a 882/015610-0043 547845.02 a10/13/04 -6- determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the P&S Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow 882/015610-0043 547845.02 a10/13/04 _7_ shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the P&S Agreement. In the event of Developer's transfer of the Site in violation of the P&S Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the P&S Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section 1(b) of this Amended and Restated Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Amended and Restated Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any 882/015610-0043 547845.02 a10/13/04 -8- subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the P&S Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Amended and Restated Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Amended and Restated Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations 882/015610-0043 547945.02 a10/13/04 -9- for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences and completes construction of the Project and Agency has not exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall execute and record a termination of this Amended and Restated Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Amended and Restated Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Amended and Restated 882/015610-0043 547845.02 a10/13/04 ' 1 0- Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate this Amended and Restated Option Agreement to Developer's construction loan, provided that (i) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (ii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, and (B) communicate with the lender regarding the noticed breach or default. 5. Notices Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 882/015610-0043 547845.02 a10/13/04 -11- 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the. accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Amended and Restated Option Agreement. This Amended and Restated Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Amended and Restated Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended and Restated Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Amended and Restated Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Amended and Restated Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 882/015610-0043 547845.02 a10/13/04 -12- 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Amended and Restated Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Amended and Restated Option Agreement or use of the Site. 10. Interpretation The terms of this Amended and Restated Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Amended and Restated Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Amended and Restated Option Agreement. 11. Entire Agreement This Amended and Restated Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Amended and Restated Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Amended and Restated Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Amended and Restated Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severabiliq In the event any section or portion of this Amended and Restated Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Amended and Restated Option Agreement. 882/015610-0043 547845.02 a10/13/04 -13- IN WITNESS WHEREOF, the parties have executed this Amended and Restated Option Agreement as of the date first above written. "DEVELOPER" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation Its: Date: , 2004 By: Michael Shovlin Its: President "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic M Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency 882/015610-0043 547845.02 a10/13/04 -14- STATE OF CALIFORNIA ) )SS COUNTY OF ) 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF ) 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. Notary Public [SEAL] 892/015610-0043 547845.02 a10/13/04 -15- EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [See Following Page] 882/015610-0043 547845.02 a10/13/04 Real property in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 000 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 89' 51' 43" E A DISTANCE OF 1,114.87 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SOUTHEAST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE N 00' 18'58" W ALONG THE EASTERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 580.16 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN THE DEED RECORDED AUGUST 17, 1995 AS INSTRUMENT NO.271345 OF OFFICIAL RECORDS; THENCE S 89' 51' 54" E ALONG SAID NORTHERLY LINE A DISTANCE OF 872.17 FEET TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 660.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE S 000 13' 48" E ALONG SAID WESTERLY LINE A DISTANCE OF 1050.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY .LINE OF AVENUE 48; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 710.49 FEET TO A POINT BEING POINT "A" IN THE DEED FROM THE LA QUINTA REDEVELOPMENT AGENCY RECORDED CONCURRENTLY HEREWITH; THENCE N 00° 40' 41" E A DISTANCE OF 264.42; THENCE N 890 5l' 43" W A DISTANCE OF 178.53 FEET; THENCE N 000 08' 22" E A DISTANCE OF 199.67 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SPANOS PROPERTY; THENCE S890 51' 43" E A DISTANCE OF 12.17 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY WATER DISTRICT BY DEED RECORDED NOVEMBER 2, 1999 AS INSTRUMENT NO. 1999-482503 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 882/015610-0043 524749.01 a07/19/04 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383) AMENDED AND RESTATED OPTION AGREEMENT SUBORDINATED NOTICE: This AMENDED AND RESTATED OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS AMENDED AND RESTATED OPTION AGREEMENT ("Amended and Restated Option Agreement") is made this day of .gO(the "Effective Date"), by 48" & ADAMS, LLC, a California limited liability company ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. On or about January 22, 2003, Santa Rosa Development, Inc., a California corporation (the "Original Developer") and the Agency entered into an Agreement for Purchase and Sale and Escrow Instruction ("Original P&S Agreement"), pursuant to which (i) Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"); and (ii) the Original Developer agreed to construct on the Site a single family residential development (the "Project"), all as more particularly described in the Original P&S Agreement. The Site is legally described in Exhibit "A" which is attached hereto and incorporated herein by this reference. B. The Original P&S Agreement requires, among other terms, that the Original Developer grant to Agency an option to repurchase the Site from the Original Developer if the Original Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if the Original Developer transfers the Site in violation of the terms of the Original P&S Agreement, all as more particularly described therein. The Original Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original P&S Agreement as Exhibit "E" (the "Original Option Agreement"). 882/015610-0043 551739.01 a10/21/04 C. On or about June 22, 2004, and prior to Agency's conveyance of the Site to the Original Developer, the Agency and the Original Developer amended the Original P&S Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Purchase and Sale Agreement and for the Option Agreement ("Amendment No. 1") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original P&S Agreement). The Original P&S Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended P&S Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". D. On or about July 21, 2004 (the "Closing Date"), Agency conveyed to the Original Developer the Site and the Original Developer and Agency executed and recorded against the Site, in the Official Records of the County of Riverside, as Instrument No. 2004-0565216, the Amended Option Agreement. E. On or about July 16, 2004, the Original Developer assigned all of its right, title and interest in and to the Amended P&S Agreement to the Developer. F. Agency and Developer have, concurrently with the execution hereof, entered into that certain Amendment No. 2 to Disposition and Development Agreement ("Amendment No. 2") to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. The Amended P&S Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "P&S Agreement". To effect the revisions set forth in Amendment No. 2, Developer and Agency now desire to replace the Amended Option Agreement, in its entirety, with this Amended and Restated Option Agreement. All defined terms used herein shall have the same meaning as set forth in the P&S Agreement unless otherwise stated. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the P&S Agreement, (i) Developer and Agency hereby agree that this Amended and Restated Option Agreement replaces, in its entirety, the Amended Option Agreement; and (ii) Developer hereby grants to Agency the following repurchase options: 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to (i) commence construction of the Project within one hundred eighty (180) days after the Closing Date, subject to Sections 4(b) and 4(h) below; or (ii) furnish to the City of La Quinta, within one hundred twenty (120) days after the Closing Date, a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of -all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31310, which was approved by the City pursuant to City Council - Resolution 2003-113, adopted on November 18, 2003. 882/015610-0043 551739.01 a10/21/04 -2- For the purposes of this Amended and Restated Option Agreement, Developer shall have "commenced construction of the Project" at the time Developer has completed all of the following: (1) obtained all necessary bonds and permits to complete the mass grading of the Site; (2) completed all necessary pre -grading activities, including, but not limited to, fencing and watering the Site; and (3) conducted mass grading activities on the Site for a minimum of fifteen (15) days (with only those days where actual and continuous mass grading activities are conducted counting towards this requirement); or In the event of Developer's failure to commence construction within the one hundred eighty (180) day time period referenced above, or to furnish to the City an SIA within the one hundred twenty (120) day time period referenced above, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period or one hundred twenty (120) day period (as applicable) described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the P&S Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($801,358.00) less the sum of (i) Agency's costs of sale, including but not limited to Agency's escrow costs, real estate commissions, attorney fees incurred to negotiate and draft the P&S Agreement, and other costs under Section 12.2 of the P&S Agreement; and (ii) Agency's escrow costs and transaction fees to repurchase the Site in accordance with this Option Agreement. Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, 882/015610-0043 551739.01 a10/21/04 -3- however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the P&S Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally -instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer., Agency . and Developer shall each pay one-half (1 /2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, (i) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Amended and Restated Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days, and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) by January 31, 2007, subject to Sections 4(b) and 4(h) below (the "Completion Deadline"); or (ii) Developer fails to comply with the provisions of Section 8(b), (c) or (d) of the P&S Agreement within the time periods specified in said subsections. In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, or to timely comply with the provisions of Section 8(b), (c), or (d) of the P&S Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline or the deadline for completing the obligations in Section 8(b), (c), or (d) (as applicable) ("Repurchase Option II Period"). 882/015610-0043 551739.01 a10/21/04 -4- (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless 882/015610-0043 551739.01 a10/21/04 -5- Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's. Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a 882/015610-0043 551739.01 a10/21/04 '6- determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation. of the Grant Deed to the Site (Attachment No. 5 to the P&S Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed. of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any . such testing, inspection, or investigatory activity on the Site. Escrow 882/015610-0043 551739.01 a10/21/04 -7- shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the P&S Agreement. In the event of Developer's transfer of the Site in violation of the P&S Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the P&S Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section l (b) of this Amended and Restated Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Amended and Restated Option Agreement. 4. Additional Terms Applicable to the Repurchase Options . The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any 882/015610-0043 551739.01 a10/21/04 -8- subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the. contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the P&S Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such .Option Triggering Event, or, 'for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any .of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall .have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Amended and Restated Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Amended and Restated Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations 882/015610-0043 551739.01 a10/21/04 -9- for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences construction of the Project and furnishes to the City a fully secured SIA (the "Repurchase Option I Obligations") and Agency has not exercised Repurchase Option I, Agency shall execute and record a termination of Repurchase Option I within three (3) business days after Developer's satisfaction of the Repurchase Option I Obligations, as determined by the City. In the event Developer completes construction of the Project and Agency has not exercised Repurchase Option II or Repurchase Option III, Agency shall execute and record a termination of this Amended and Restated Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Amended and Restated Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the 882/015610-0043 551739.01 a1021/04 -10- cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Amended and Restated Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate this Amended and Restated Option Agreement to Developer's construction loan, provided that (i) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (ii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, and (B) communicate with the lender regarding the noticed breach or default. 5. Notices, Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: A Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. 882/015610-0043 551739.01 a10/21%04 -11- Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the- Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorne s Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Amended and Restated Option Agreement. This Amended and Restated Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Amended and Restated Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended and Restated Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Amended and Restated Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Amended and Restated Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable 882/015610-0043 551739.01 a10/21/04 -12- attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary -costs the court allows which are incurred in such litigation. 8. Nonliability. of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Amended and Restated Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Amended and Restated Option Agreement or use of the Site. 10. Interpretation The terms of this Amended and Restated Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Amended and Restated Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Amended and Restated Option Agreement. 11. Entire Agreement This Amended and Restated Option Agreement integrates all of the terms and conditions mentioned herein, or incidental. hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Amended and Restated Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Amended and Restated Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed . this Amended and Restated Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 882/015610-0043 551739.01 a10/21/04 -13- 13. Severability In the event any section or portion of this Amended and Restated Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Amended and Restated Option Agreement. IN WITNESS WHEREOF, the parties have executed this Amended and Restated Option Agreement as of the date first above written. �� Date 2004 , APPROVED AS TO FORM: RUT TUC LP v 0orneys for a La Quinta Re4kelopment Agency "DEVELOPER" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., alifo 'a corporation Its: By: Ao� Michae ovlin Its: President "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a o , corporate an po ' p0 By:/ - Executive Director 882/015610-0043 -14- 551739.01 a10/21/04 STATE OF CALIFORNIA ) . ) ss COUNTY OF c.x�o.� ) a On before me, (ZA%!aa� personally appeared h'1 "Mal Sl,". 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. 0:PHVUJS MAMMY commWon # 1376M M*py Put* - Callb "10 We" county 4YIy E�lpletQ�t lb, [SEAL] STATE OF CALIFORNIA ) ► ) ss COUNTY OF uy� ) Notary Public On 10 l QFulO4 , before me. I n-Q.Qs.A 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. ConrnMon # 13*M Notary �u4Mc - CaMbrtro RMer de county liAy Comm. EXOM Oct M M [SEAL] Notary Public 1 882/015610-0043 551739.01 a10/21/04 —15— EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [See Following Page] 882/015610-0043 551739.01 a10/21/04 -16- Real property in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 000 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 89 51 43 E A DISTANCE OF 1,114.87 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SOUTHEAST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE N 00' 18'58" W ALONG THE EASTERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 580.16 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN THE DEED RECORDED AUGUST 17, 1995 AS INSTRUMENT NO.271345 OF OFFICIAL RECORDS; THENCE S 890 51' 54" E ALONG SAID NORTHERLY LINE A DISTANCE OF 872.17 FEET TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 660.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE S 000 13' 48" E ALONG SAID WESTERLY LINE A DISTANCE OF 1050.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 710.49 FEET TO A POINT BEING POINT "A" IN THE DEED FROM THE LA QUINTA REDEVELOPMENT AGENCY RECORDED CONCURRENTLY HEREWITH; THENCE N 000 40' 41" E A DISTANCE OF 264.42; THENCE N 890 51' 43" W A DISTANCE OF 178.53 FEET; THENCE N 00° 08' 22" E A DISTANCE OF 199.67 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SPANOS PROPERTY; THENCE S890 51' 43" E A DISTANCE OF 12.17 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY WATER DISTRICT BY DEED RECORDED NOVEMBER 2, 1999 AS INSTRUMENT NO. 1999-482503 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 882/015610-0043 524749.01 a07/19/04 Recording Requested by HOUSING CAPITAL COMPANY, a Minnesota partnership. And when recorded return to: HOUSING CAPITAL COMPANY 3200 Bristol Street, Suite #500 Costa Mesa, Ca. 92626 Attention: Loan Administration Manager Loan No. 1378 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. . THIS SUBORDINATION AGREEMENT ("Agreement") is made as of October 21, 2004 by 48th & ADAMS, LLC, a California limited liability company ("Owner"), LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic present owner and holder of the estate created by the Option (hereinafter referred to as "Optionee"); and HOUSING CAPITAL COMPANY, a Minnesota partnership ("Lender"). WITNESSETH A. THAT WHEREAS, Owner and Optionee entered into an Option dated July 21,2004 and recorded on July 21, 2004 as Document No. 2004-0565216, as amended by that Amended and Restated Option Agreement dated October?.* 2004, and recorded on October _, 2004, as Document No. (herein "Option Agreement") in the Official Records of Riverside County, California, covering a portion or all of the property described on Exhibit A attached hereto (which property, together with all improvements now or hereafter located on the property, is hereafter referred to as the "Property"); and B. WHEREAS, the Option Agreement gives Optionee the right to purchase the Property if certain defaults occur under the Purchase Agreement dated January 22, 2003, between Owner and Optionee ("Purchase Agreement"); and 46469\1096808v10 C. WHEREAS, Owner has executed, or is about to execute, a Deed of Trust and a Note in the sum of FOURTEEN MILLION EIGHT HUNDRED THOUSAND AND 00/100THS DOLLARS ($14,800,000) dated October 21, 2004 in favor of Lender, payable with interest and upon the terms and conditions described therein, which Deed of Trust is to be recorded concurrently herewith; (when referring solely to the note it shall be the "Lender Note"; when referring solely to the deed of trust, it shall be the "Lender Trust Deed"; and when referring to both the Lender Note and the Lender Trust Deed, they collectively shall be referred to as the "Lender Loan") and; D. WHEREAS, it is a condition precedent to obtaining said Lender Loan that said Lender Trust Deed shall unconditionally be and remain at all times a lien or charge upon the land hereinbefore described, prior and superior to the Purchase Agreement, Option Agreement and to the estate created thereby; and E. WHEREAS, Lender is willing to make said Lender Loan provided the Lender Trust Deed securing the same is a lien or charge upon said Property prior and superior to the Purchase Agreement, Option Agreement and to the estate created thereby and provided that Owner and Optionee will specifically and unconditionally subordinate and subject the Purchase Agreement, Option Agreement and the estate created thereby together with all rights and privileges of Optionee thereunder, to the lien or charge of the Lender Trust Deed in favor of Lender; and E. WHEREAS, it is to the mutual benefit of the parties hereto that Lender make such Lender Loan to Owner, and Owner and Optionee are willing that the Lender Trust Deed securing the same shall when recorded, constitute a lien or charge upon said Property which is unconditionally prior and superior to the Purchase Agreement, Option Agreement and to the estate created thereby. NOW, THERFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Lender to make the Loan above referred to, it is hereby declared, understood and agreed as follows: 1. Subject to the provisions of Section 10 hereof, the Lender Trust Deed securing the Lender Note in favor of Lender and any renewals and extensions thereof shall unconditionally be and remain at all times a lien or charge on the land described therein, prior and superior to the Purchase Agreement, Option Agreement and to the estate created thereby and to all rights and privileges of Optionee thereunder, and said Purchase Agreement, Option Agreement and the estate created thereby together with all right and privileges of Optionee thereunder is hereby subjected, and made subordinate, to the lien or charge of the Lender Trust Deed. Optionee acknowledges that the proceeds of the Lender Loan are to be disbursed from time to time during the term of the Lender Loan and that all disbursements of Lender Loan proceeds, whether optional or obligatory, shall be covered by and entitled to the benefits of this Agreement 46469\1096808v10 2 2. That Lender would not make the Lender Loan above described without this subordination agreement. 3. Lender shall send a copy of each written notice sent by Lender to Owner with respect to a breach or default under the Lender Loan Documents to Optionee at the following address: LaQuinta Redevelopment Agency 78-495 Calle Tampico LaQuinta, California 92253 Attn: Executive Director With a copy to: Ruttan & Tucker LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. 4. Lender agrees that Optionee shall have the right to cure any monetary default under the Lender Loan Documents within the same timeframes and on the same terms as provided by California Civil Code Section 2924 et. seq. 5. Lender agrees that Optionee shall have the right to contact Lender to discuss any default or breach under the Lender Loan Documents. Optionee acknowledges and agrees that Lender has no obligation to accept, counter or respond to any of Optionee's proposals (other than to acknowledge Lender's receipt thereof). 6. Owner hereby authorizes Lender to disclose to Optionee, Lender's sole and absolute discretion, any and all information Lender has concerning Owner and/or the Property. 7. Lender shall have absolutely no duty or responsibility, and the priority of the Lender Loan Documents and the lien and charge thereof over the Purchase Agreement or Option Agreement and the lien and charge thereof shall in no way be affected or diminished by any failure of Lender, to consult with, obtain the consent of or in any way communicate with or notify Optionee regarding any act or omission by Lender relating to the Property, Lender Loan, Lender Loan Documents, Owner or otherwise; however, Lender shall not be entitled to commence nonjudicial foreclosure proceedings or file a judicial foreclosure action with respect to the Loan unless and until Optionee has been provided with notice of Borrower's default under the Loan.. 8. That this Agreement shall be the whole and only agreement with regard to the subjection and!subordination of the Purchase Agreement, Option Agreement and the estate creatjed thereby together with all rights and privileges of Optionee thereunder to the lien or charge of the Lender Trust Deed in favor of Lender and 46469\1096808v10 shall supersede and cancel, but only insofar as would affect the priority between the Option Agreement and the Lender Trust Deed, any prior agreements as to such subordination, including, but not limited to, those provisions, if any, contained in the Option Agreement. Optionee declares, agrees and acknowledges that: (a) It has been afforded the opportunity to review all provisions of the Lender Note, Lender Trust Deed, that Building Loan Agreement dated as of October 21, 2004, executed by Lender and Owner, that Completion Guaranty dated October 21, 2004, executed by Cameo Homes, that Repayment Guaranty dated October 21, 2004, executed by Cameo Homes, and that Hazardous Materials Indemnity Agreement dated October 21, 2004, executed by Cameo Homes, James Gianulias and Owner (collectively, "Lender Loan Documents"); (b) Optionee consents to the Lender Loan Documents; (c) Subject to the provisions of Section 10 hereof, the Lender Loan Documents shall constitute a lien and charge upon the Property which is unconditionally, forever and under all circumstances (including but not limited to an impairment of the Optionee's rights under the Option Agreement) prior and superior to the lien and charge of the Purchase Agreement or Option Agreement. (d) Lender in making disbursements of the Lender Loan is under no obligation or duty to, nor has Lender represented that it will see to the application of the Lender Loan proceeds by Owner and any application or use of such proceeds for purposes other -than those provided for in the Lender Loan Documents shall not defeat the subordination herein made in whole or in part; (e) Lender need not inquire into the power of Owner or the authority of ils partners or agents acting or purporting to act in its behalf. Any credit granted to Owner pursuant to the Lender Loan Documents shall be deemed to have been granted in consideration of and in reliance upon this Agreement; (f) Owner's indebtedness under the Lender Loan Documents may exceed the face amount of the Lender Note due to any or all of ( i) late payment charges assessed for failure to timely pay any amounts owed to Lender, (ii) any advances made by Lender to protect the security of the Lender Trust Deed, (iii) any expenses incurred to enforce Lender's rights under the Lender Loan Documents, or (iv) interest which is based upon a percentage of the outstanding principal balance of the Lender Note, including the contract rate of interest or any default rate of interest; 46469\1096808v10 (g) Upon such terms and at such times as it deems best and without notice to Optionee, Lender may renew, alter, compromise, accelerate, extend or change the time or manner for the payment of any indebtedness or the performance of any obligation under or evidenced by the Lender Loan Documents; supplement, modify or amend in any way the Lender Loan Documents; increase or reduce the rate of interest or release Owner (by acceptance of a deed in lieu of foreclosure or otherwise) as to all or any portion of the Lender Loan; accept additional or substituted security for any indebtedness or the performance of any obligation under or evidenced by the Lender Loan Documents; or release or subordinate any security for any indebtedness or the performance of any obligation under or evidenced by the Lender Loan Documents. (h) Lender shall have no duty to disclose to Optionee any facts Lender may now or hereafter know about Owner or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Optionee intends to assume or has reason to believe that such facts are unknown to Optionee or has a reasonable opportunity to communicate such facts to Optionee, it being understood and agreed that Optionee is fully responsible for being and keeping informed of the financial condition of Owner and the Property and of all circumstances bearing thereon; (i) With or without notice to Optionee, Lender, in its sole discretion and at any time and from time to time and in such manner and upon such terms as it deems fit may: (i) apply any or all payments or recoveries from Owner or realized from any security, in such manner, order or priority as Lender sees fit, to the indebtedness of Owner to Lender under the Lender Loan Documents whether or not such indebtedness is otherwise secured or is due at the time of such application; and (ii) refund to Owner any payment received by Lender upon any indebtedness under the Lender Loan Documents and the Purchase Agreement or Option Agreement shall remain fully subordinate to the amount refunded; (j) No exercise or non -exercise by Lender of any right hereby given it; no dealing by Lender with Owner or any guarantor, endorser or any other person, and no charge, impairment or suspension of any right or remedy of Lender or Optionee shall in any way affect any of the obligations of Optionee hereunder or the subordination hereby made, or give Optionee any recourse against Lender; and (k) Without in any way limiting the foregoing, it is expressly agreed and understood that the continued lien of the Purchase Agreement or Option Agreement upon the Property is an accommodation agreed to by Lender on the condition that Lender, the Lender Loan and Lender Loan Documents shall in no way be affected or diminished thereby, including Optionee's agreement herein that Optionee shall not in any way interfere 46469C1096808v10 5 with Owner's ability to repay the Lender Loan, including but not limited to selling all or any portion of the Property, and Optionee's agreement to that effect is a substantial and material consideration to Lender in making the Lender Loan, provided, however, that Optionee may exercise any right or remedy under the Option Agreement in the event of a breach of the Purchase Agreement as described therein. Notwithstanding the foregoing Optionee agrees that it will release the lien of Option Agreement to permit the closing of any arms length market sale of a lot so long as proceeds of escrow remain to be paid from such sale to Lender as senior lender. 9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 10. REPURCHASE OPTION I. Notwithstanding anything in this Agreement to the contrary, Optionee does not subordinate "Repurchase Option I",as that term is defined in the Option Agreement, and Lender and Owner agree that Repurchase Option I is senior and not subordinate, to the Lender Trust Deed, the Lender Note or the Lender Loan Documents. 11. WAIVER OF JURY TRIAL. OWNER, LENDER AND OPTIONEE EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OPTION, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS TORT CLAIMS, OR OTHERWISE. OWNER, LENDER AND OPTIONEE EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. EACH PARTY AGREES THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT O F THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY, EACH PARTY CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED AND FREELY MADE. 46469\1096808v10 6 12. ATTORNEYS' FEES. If Lender, Owner or Optionee commences any proceedings or actions to enforce the provisions of this Agreement, the court or body before which the.same shall be brought shall award to the prevailing party therein all of its costs and expenses in prosecuting such proceedings and actions, including attorneys fees (which includes the allocable cost of in-house counsel), the usual and customary and lawfully recoverable court costs, and all the expenses in connection therewith. 13. COUNTERPARTS. This Agreement may be signed in multiple counterparts with the same effect as if all signatories had executed the same instrument. 14. ADDRESS FOR NOTICES. All notices of any kind which any party hereto may be required or may desire to serve on the other pursuant to this Agreement shall be (a) hand -delivered, effective upon receipt, (b) sent by United States Express Mail or by private overnight courier, effective upon receipt, or (c) sent by certified mail, return receipt requested, deposited in the United States Mail, with postage thereon fully prepaid, effective on the day of actual delivery as shown by the addressee's return receipt or the expiration of three (3) business days after the date of mailing, whichever is earlier. All such notices shall be addressed to the appropriate address set forth in this section, or at such other place as Optionee, Lender or Owner, as the case may be, may from time to time designate in writing by ten (10) days prior written notice. If to Lender: Housing Capital Company 3200 Bristol Street, Suite 500 Costa Mesa, CA 92626 Attention: Loan Administration Manager If to Optionee: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director Fax: 760 777-7101 Copy to: Rutan & Tucker, LLC 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92628 Attn: M. Katherine Jenson, Esq. If to Owner: 48th & Adams, LLC, a California limited liability company 1105 Quail Street Newport Beach, CA 92660 Attention: Mr. Kevin Bridges NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO 46469\1096808v10 OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. "Owner" 48th & ADAMS; LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Manager/Member By: Michael f Shovlin, President By: CAMEO HOMES, a California corporation, Member ma James Gianulias, President "Optionee" LA QUINTA REDEVELOPMENT AGENCY, a public bod , corporate and olit c B y: / • Executive Director ATTEST: Ag n cretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP A; I ,K40o eys tor the a Qui edevelo ent Agency 46469\1096808v10 10/28/2004 THU 16: 27 FAX 760 777 7107 La Quinta. City Clerk @002/003 OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER' PIJRP. OSES THAN IMPROVEMENT OF THE LAND. IN WUNLESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. "Owner" 48th & ADAMS; LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Manager/MmJxw Michael . Shovlin, Pdent By--. CAMEO HOMES, a California corporation, Me r • .N By t es Gri uhas, President "Optionee" LA QUINTA REDEVELOPMENT AGENCY, a public hod , corporate and olit'c By: , • Executive Director ATTEST: Agency Secretary ' APPROVED AS TO FORM: RUTAN & TUCKER, LLP . Aeye or le Qup&edevelo ment Agency "Lender" HOUSING CAPITAL COMPANY, a Minnesota partnership By: DFP Financial, Inc., a California corporation, its Managing General Partner Lm Its: 46469\1096808v10 STATE OF CALIFORNIA ) PU ss: COUNTY OF F A a , ) On I o 1 a4? , 2004 before me, the undersigned, a Notary Public in and for said County and State, personally appeared tALCJ1A.0 -' - , 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. COMMM m # I vim NOW Pti,i *c - 6*anlo . STATE OF CALIFORNIA ss: COUNTY OF Notary' • . On 1 o a$ , 2004 before me, the undersigned, a Notary Public in and for said County and State, personally appeared oahas> P. C��.�- , 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. �pIN, iM4n. i W1b90� pv�Md� Ccun1Y C.df1rR '� c3y, I-e--, ' - Notary P blic 46469\ 1096808v 10 11 10/28/2004 TflU 16:27 FAI 760 777 7107 La Quinta, City Clerk 9003/003 STATE OF CALIFORNIA ) ss: COLT 4TY OF ) On /p -Ae , 2004 before me, the undersigned, a Notary Public in and for said County and State,. personally appeared personally known to me ( ) to be the person( whose nam" is/aA sexecuted the same ithe instrument the persoor the entity upon behalf of which the person] acted, executed the instrumen"1. .. • .WITNESS -my hand and official seal. CHARt DWK KU88W too vzl. Cow 60%0,132064 Notaryllublic O1wq� Cou* MVC MML 1b1Fk Up is. . STATE OF CALIFORNIA ) ss: COUNTY OF ) On , 2004 before me, the undersigned, a Notary Public in and for said County and State, 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 heitshe/they executed the same in histher/their authorized capacity(ies), and that by hi s/her/their si gnature(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 seat. Notary Public. 4646911 096Mv 10 12 EXHIBIT "A" THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00 ° 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 89 ° 51' 43" E A DISTANCE OF 55.00 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET, SAID POINT BEING THE POINT OF BEGINNING, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000, AS INSTRUMENT NO. 2000-090257 OF OFFICIAL RECORDS; THENCE CONTINUING S 890 51' 43" E ALONG THE SOUTHERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 1,047.70 FEET TO A POINT LYING N 890 51' 43" W A DISTANCE OF 12.17 FEET FROM THE SOUTHEAST CORNER OF SAID SPANOS PROPERTY; THENCE S 00' 08' 22" W A DISTANCE OF 199.67 FEET; THENCE S 89' 51' 43" E A DISTANCE OF 178.53 FEET; THENCE S 00' 40' 41" W A DISTANCE OF 264.42 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48, SAID POINT BEING POINT "A" HEREIN; THENCE N 89 ° 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 759.76 FEET; THENCE N 870 36' 11" W A DISTANCE OF 300.10 FEET; THENCE N 89' 19' 24" W A DISTANCE OF 13 7.8 8 FEET; THENCE N 44' 49' 57" W A DISTANCE OF 32.24 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET. THE PREVIOUS THREE COURSES BEING ALONG THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 PER DOCUMENT RECORDED APRIL 17, 1997, AS INSTRUMENT NO. 130188 OF OFFICIAL RECORDS; THENCE N 00' 20' 08" W ALONG SAID EASTERLY RIGHT OF WAY LINE OF ADAMS STREET LYING PARALLEL WITH AND 55.00 FEET EAST OF THE WEST LINE OF SECTION 29 A DISTANCE OF 421.01 FEET TO THE POINT OF BEGINNING. 46469\1096808v 10 10 AMENDMENT NO.2 TO AFFORDABLE HOUSING AGREEMENT THIS AMENDMENT NO. 2 TO AFFORDABLE HOUSING AGREEMENT ("Amendment No. 2") is made and entered into as of &;&1/ey- a R 2004 (the "Effective Date") by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"). RECITALS: A. On or about January 22, 2003, the Agency and Developer entered into that certain Affordable Housing Agreement (the "Original AHA"), pursuant to which Agency agreed to sell to Developer, and Developer agreed to purchase from Agency, that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"), and to construct thereon a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project") to be sold to "Eligible Buyers" at an "Affordable Housing Cost" (at those terms are defined in the Original AHA). B. On or about June 22, 2004, the Agency and Developer amended the Original AHA and the Option Agreement attached as Attachment No. 7 to the Original AHA (the "Original Option Agreement") by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement ("Amendment No. 1") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original AHA). The Original AHA, as amended by Amendment No. 1, is hereinafter referred to as the "Amended AHA" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement"). C. Agency and Developer now wish to amend the Amended AHA and the Amended Option Agreement to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The Amended AHA is hereby amended as follows: 1.1 To replace Section 305(b) with the following (b) Within one hundred twenty (120) days llowing the Closing Date, Developer shall (i) prepare and record in the Official Records a tract map 882/015610-0043 546483.02 a10/13/04 subdividing the Site from the adjacent real property (the "Tract Map"); and (ii) furnish to the City of La Quinta a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31311, which was approved by the City pursuant to City Council Resolution 2003-112, adopted on November 18, 2003 1.2 To replace Section 305(c) with the following: (c) Within the times set forth in the Schedule of Performance, Developer shall have obtained from the City the building permits necessary for the construction of the model homes and each phase of the Project. 1.3 To replace Section 305(d) with the following: (d) Prior to, and as a condition of, City's issuance of the first building permit for the Project, Developer shall obtain approval from the City of covenants, conditions, and restrictions providing for maintenance of all commonly -owned property within the Project by a homeowners' association ("CC&Rs"), which CC&Rs shall provide that the City and Agency are third party beneficiaries with the right, but not the obligation, to enforce the terms thereof. Prior to, and as a condition of, City's issuance of a certificate of occupancy for the first Unit, Developer shall record the CC&Rs in the Official Records. 1.4 To replace Section 305(e) with the following: (e) Agency agrees to fully cooperate with, and assist, at no cost to Agency, Developer in its pursuit of the Tract Map, building permits, and the CC&Rs ("Post Closing Entitlements"), subject to Agency's exercise of its legislative discretion and without any representation, warranty, or guaranty by Agency that the City will issue or approve, or will issue or approve the same with conditions, any of the Post Closing Entitlements. Without limiting the generality of the foregoing, where required, Agency shall review all submittals by Developer in a timely manner and shall provide Developer with all information, in Agency's possession or control, that Developer may reasonably request in writing in connection with the Post Closing Entitlements. 2. The Schedule of Performance attached to the Amended AHA is hereby replaced, in its entirety, with the Schedule of Performance attached hereto and incorporated herein as Exhibit "A» 3. The Amended Option Agreement is hereby replaced, in its entirety, with the Amended and Restated Option Agreement attached hereto and incorporated herein as Exhibit `B" (the "Amended and Restated Option Agreement"). Agency's approval of this Amendment No. 2 is conditioned upon Developer's execution, concurrently with the execution hereof, of the Amended and Restated Option Agreement. 882/015610-0043 546483.02 a10/13/04 -2- 4. Nothing herein or in the Amended AHA constitutes a representation or warranty by Agency that the construction of the Project is not subject to California Health and Safety Code Sections 33423 through 33426, or Chapter 1 of Part 7 of the California Labor Code (commencing with section 1720), and all applicable statutory and regulatory provisions related thereto, and Developer expressly waives any right of reimbursement for any increased costs under California Labor Code Section 1781 or otherwise with respect to the Project or Site. Developer shall indemnify, defend, and hold Agency harmless, including litigation costs and reasonable attorneys` fees, from and against any and all claims pertaining to the payment of wages for the Project. 5. Except as otherwise expressly provided in this Amendment No. 2, all of the terms and conditions of the Amended AHA shall remain in full force and effect. 6. In the event of any action between Agency and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 2, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 7. This Amendment No. 2 shall be construed according to its fair meaning and as if prepared by both parties hereto. 8. This Amendment No. 2 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Municipal and Superior Courts of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 2. Service of process on Agency shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 9. Time is of the essence of this Amendment No. 2 and of each and every term and provision hereof. 10. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Agency and Developer. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 11. Signatures of the parties transmitted by facsimile shall be deemed binding. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof. 12. This Amendment No. 2 may be executed in counterparts, each of which, when this Amendment No. 2 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 13. The person(s) executing this Amendment No. 2 on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly 88NO15610-0043 546483.02 a10/13/04 -3- authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2 such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which such party is bound. [End — Signature Page Follows] 882/015610-0043 546483.02 a10/13/04 -4- IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read this Amendment No. 2, understands it, and hereby executes this Amendment No. 2 to be effective as of the day and year first written above. r Date: � A.� , 2004 Date: /a -.29 , 2004 ATTEST: J e ek, Agency Secre APPROVED AS TO FORM: RUTAN 4 TUC LP By: ///�� li -1-- A,ka&r*Jenson, Agenc Co sel "Developer" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President "Agency" LA QUINTA REDEVELOPMENT AGENCY, a b y, corporate p By: Executive Director 882/015610-0043 546483.02 a10/13/04 'S' EXHIBIT "A" SCHEDULE OF PERFORMANCE [See Following Pages] 882/015610-0043 546483.02 a10/13/04 ATTACHMENT NO.4 SCHEDULE OF PERFORMANCE ACTIVITY TIME FRAME 1. Agency approves this Agreement. Completed. 2. Agency and Developer execute Completed. Agreement and open Escrow. 3. Developer provides evidence of insurance Completed. to Agency. 4. Developer submits initial set of Completed. documents to City as necessary to prepare and process Specific Plan, tentative tract map and Site Development Plan for the Project and thereafter diligently takes all necessary actions to obtain City approval of the same. 5. Agency and Developer close Escrow on Completed. Agency's transfer of title to Site to Developer. 6. Developer (i) processes through the City Within one hundred twenty (120) days after and causes to be recorded a final Tract the close of Escrow. Map for the Project; and (ii) submits to the City the executed SIA. 7. Developer processes through the City and Within thirty (30) days following recordation obtains all of the remaining Project of the Tract Map. Entitlements, except for building permits.__ 8. Developer obtains approval from Agency Prior to City's issuance of the first building of covenants, conditions, and restrictions permit for the Project. providing for maintenance of all commonly owned -property within the "Project" (as that term is defined in Section 302) by a homeowners' association ("CC&Rs"), which CC&Rs provide that the City and Agency are third party beneficiaries with the right, but not the obligation, to enforce the terms thereof. 882/015610-0043 546483.02 a10/13/04 _ 1- 9. Developer obtains from the City building By January 8, 2005. permits for the three (3) model homes Developer anticipates will be constructed on the Site. 10. Developer obtains from the City building By January 24, 2005. permits for the first phase of the Project, which consists of thirty-seven 37 Units. 11. Developer obtains from the City building By May 1, 2005. permits for the second phase of the Project, which consists of forty-six (46) Units. 12. Developer obtains from the City building By December 31, 2005 (see note below). permits for the third phase of the Project, which consists of -seven (37) Units. 13. Developer obtains from the City building By June 30, 2006 (see note below). permits for the fourth phase of the Project, which consists of twenty-six 26 Units. 14. Developer commences construction of the Within sixty (60) days after recordation of the Project. Tract Map. 15. Developer records in the Official Records Prior to City's issuance of the first certificate the CC&Rs. of occupancy for a Unit in the Project. 16. Developer completes construction of pool On or before the date Developer receives and restroom facilities. certificate of occupancy for thirtieth (30th house. 17. Developer receives certificate of On or before January 31, 2007 (see note occupancy for final house. below). 18. Agency issues a Certificate of Completion Within ten (10) days after Agency receipt of for the improvements or provides written request from Developer for Certificate Developer with a written explanation of of Completion pursuant to Section 315 of the reasons why such a Certificate shall not be Agreement. issued. It is understood that the foregoing Schedule is subject to all of the terms and conditions of the text of the Agreement. The summary of items of performance in the Schedule is not intended to supercede or modify any more complete description in the text; in the event of any conflict or inconsistency between this Schedule and text of the Agreement, the text of the Agreement shall govern. 882/015610-0043 546483.02 a10/13/04 -2- Notwithstanding the times set forth in the foregoing Schedule for Developer to (i) obtain building permits for the third and fourth phases of the Project (Items 12 and 13), or obtain the certificate of occupancy for the final Unit (Item 18), in the event Developer submits evidence satisfactory to Agency, in Agency's reasonable discretion, demonstrating that home sales in the Coachella Valley are currently declining, due to market -driven factors beyond the reasonable control of Developer, Agency agrees to meet and confer with Developer to discuss extending the time for Developer's performance of this item. 882/015610-0043 546483.02 a10/13/04 -3- EXHIBIT ""B" AMENDED AND RESTATED OPTION AGREEMENT [See Following Pages] 882/015610-0043 546483.02 a10/13/04 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383) AMENDED AND RESTATED OPTION AGREEMENT SUBORDINATED NOTICE: This AMENDED AND RESTATED OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS AMENDED AND RESTATED OPTION AGREEMENT ("Amended and Restated Option Agreement") is made this day of (the "Effective Date"), by SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. On or about January 22, 2003, Developer and the Agency entered into an Affordable Housing Agreement ("Original Affordable Housing Agreement"), pursuant to which (i) Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"); and (ii) Developer agreed to construct on the Site a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project"), all as more particularly described in the Original Affordable Housing Agreement. The Site is legally described in Exhibit "A", which is attached hereto and incorporated herein by this reference. B. The Original Affordable Housing Agreement requires, among other terms, that Developer grant to Agency an option to repurchase the Site from Developer if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if Developer transfers the Site in violation of the terms of the Original Affordable Housing Agreement, all as more particularly described therein. Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original Affordable Housing Agreement as Attachment No. 7 (the "Original Option Agreement"). 882/015610-0043 546483.02 a10/13/04 _ 1- C. On or about June 22, 2004, and prior to Agency's conveyance of the Site to Developer, the Agency and Developer amended the Original Affordable Housing Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement ("Amendment No. I") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original Affordable Housing Agreement). The Original Affordable Housing Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Affordable Housing Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". D. On or about July 21, 2004 (the "Closing Date"), Agency conveyed to Developer the Site and Developer and Agency executed and recorded against the Site, in the Official Records of the County of Riverside, as Instrument No. 2004-0565213, the Amended Option Agreement. E. Agency and Developer have, concurrently with the execution hereof, entered into that certain Amendment No. 2 to Affordable Housing Agreement ("Amendment No. 2") to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. The Amended Affordable Housing Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "Affordable Housing Agreement". To effect the revisions set forth in Amendment No. 2, Developer and Agency now desire to replace the Amended Option Agreement, in its entirety, with this Amended and Restated Option Agreement. All defined terms used herein shall have the same meaning as set forth in the Affordable Housing Agreement unless otherwise stated. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Affordable Housing Agreement, (i) Agency and Developer hrereby agree that the Amended Option Agreement is replaced, in its entirety, by this Amended and Restated Option Agreement; and (ii) Developer hereby grants to Agency the following repurchase options: l . Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to (i) commence construction of the Project within one hundred eighty (180) days after the Closing Date, subject to Sections 4(b) and 4(h) below; or (ii) furnish to the City of La Quinta, within one hundred twenty (120) days after the Closing Date, a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31311, which was approved by the City pursuant to City Council Resolution 2003-112, adopted on November 18, 2003. For the purposes of this Amended and Restated Option Agreement, Developer shall have "commenced construction of the Project" at the time Developer has completed all of the following: (1) obtained all necessary bonds and permits to complete the mass grading of the 882/015610-0043 546483.02 a10/13/04 -2- Site; (2) completed all necessary pre -grading activities, including, but not limited to, fencing and watering the Site; and (3) conducted mass grading activities on the Site for a minimum of fifteen (15) days (with only those days where actual and continuous mass grading activities are conducted counting towards this requirement); or In the event of Developer's failure to commence construction within the one hundred eighty (180) day time period referenced above, or to furnish to the City an SIA within the one hundred twenty (120) day time period referenced above, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period or one hundred twenty (120) day period (as applicable) described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($1.00). Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such 882/015610-0043 546483.02 a10/13/04 -3- indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Comulete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, (i) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Amended and Restated Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days, and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) by January 31, 2007, subject to Sections 4(b) and 4(h) below (the "Completion Deadline"); or (ii) Developer fails to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement within the time periods specified in said subsections. In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, or to timely comply with the provisions of Section 305(b), (c), or (d) of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline or the deadline for completing the obligations in Section 305(b), (c), or (d) (as applicable) ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be 882/015610-0043 546483.02 a10/13/04 -4- deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of 882/015610-0043 546483.02 a10/13/04 -5- the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added 882/015610-0043 546483.02 a10/13/04 -6- to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the 882/015610-0043 546483.02 a10/13/04 -7- Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Affordable Housing Agreement. In the event of Developer's transfer of the Site in violation of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section l (b) of this Amended and Restated Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Amended and Restated Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously 882/015610-0043 546483.02 a10/13/04 -8- proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty. (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Amended and Restated Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Amended and Restated Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). 882/015610-0043 546483.02 a10/13/04 -9- (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences and completes construction of the Project and Agency has not exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall execute and record a termination of this Amended and Restated Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Amended and Restated Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts .of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Amended and Restated Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan, provided that 882/015610-0043 546483.02 a10/13/04 -1 0- (i) the maximum cumulative principal amount of the construction loan shall not exceed ninety percent (90%) of the lender's appraised value of the Site upon completion of the Project, which amount shall be verified in writing. to Agency Executive Director's reasonable satisfaction; (ii) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (iii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach or default, and (C) purchase the Site from Developer subject to the construction lender's deed of trust, without the consent of Developer or the holder of the construction lender's . deed of trust, and that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right on the part of the lender to accelerate the amounts due under the loan. 5. Notices, Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, 882/015610-0043 546483.02 at 0/13/04 -1 1- demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency s Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorneys Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Amended and Restated Option Agreement. This Amended and Restated Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Amended and Restated Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended and Restated Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Amended and Restated Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Amended and Restated Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 882/015610-0043 546483.02 a10/13/04 -12- 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Amended and Restated Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Amended and Restated Option Agreement or use of the Site. 10. Interpretation The terms of this Amended and Restated Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Amended and Restated Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Amended and Restated Option Agreement. 11. Entire Agreement This Amended and Restated Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Amended and Restated Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Amended and Restated Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Amended and Restated Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severability In the event any section or portion of this Amended and Restated Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Amended and Restated Option Agreement. 882/015610-0043 546483.02 a10/13/04 -13- IN WITNESS WHEREOF, the parties have executed this Amended and Restated Option Agreement as of the date first above written. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic LIA Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency 882/015610-0043 546483.02 a10/13/04 -14- STATE OF CALIFORNIA ) )SS COUNTY OF ) 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, 51 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. Notary Public [SEAL] 882/015610-0043 546483.02 a10/13/04 -15- EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [See Following Page] 882/015610-0043 546483.02 a10/13/04 Real property in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00' 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 890 51' 43 "E A DISTANCE OF 55.00 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET, SAID POINT BEING THE POINT OF BEGINNING, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000, AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE CONTINUING S 890 51' 43" E ALONG THE SOUTHERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 1,047.70 FEET TO A POINT LYING N 89 DEGREES 51'43" W A DISTANCE OF 12.17 FEET FROM THE SOUTHEAST CORNER OF SAID SPANOS PROPERTY; THENCE S 00' 08' 22" W A DISTANCE OF 199.67 FEET; THENCE S 890 51' 43" E A DISTANCE OF 178.53 FEET; THENCE S 000 40' 41" W A DISTANCE OF 264.42 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48, SAID POINT BEING POINT "A" HEREIN; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 759.76 FEET; THENCE N 870 36' 11" W A DISTANCE OF 300.10 FEET; THENCE N 890 19' 24" W A DISTANCE OF 137.88 FEET; THENCE N 440 49' 57" W A DISTANCE OF 32.24 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET. THE PREVIOUS THREE COURSES BEING ALONG THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 PER DOCUMENT RECORDED APRIL 17, 1997, AS INSTRUMENT NO. 130188 OF OFFICIAL RECORDS; THENCE N 000 20' 08" W ALONG SAID EASTERLY RIGHT OF WAY LINE OF ADAMS STREET LYING PARALLEL WITH AND 55.00 FEET EAST OF THE WEST LINE OF SECTION 29 A DISTANCE OF 421.01 FEET TO THE POINT OF BEGINNING. 882/015610-0043 524751.01 a07/19/04 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383) AMENDED AND RESTATED OPTION AGREEMENT SUBORDINATED NOTICE: This AMENDED AND RESTATED OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS AMENDED AND RESTATED OPTION AGREEMENT ("Amended and Restated Option Agreement") is made this flay of &htAgy (the "Effective Date"), by SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. On or about January 22, 2003, Developer and the Agency entered into an Affordable Housing Agreement ("Original Affordable Housing Agreement'), pursuant to which (i) Agency conveyed to Developer that certain real. property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"); and (ii) Developer agreed to construct on the Site a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project"), all as more particularly described in the Original Affordable Housing Agreement. The Site is legally described in Exhibit "A", which is attached hereto and incorporated herein by this reference. B. The Original Affordable Housing Agreement requires, among other terms, that Developer grant to Agency an option to repurchase the Site from Developer if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if Developer transfers the Site in violation of the terms of the Original Affordable Housing Agreement, all as more particularly described therein. Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original Affordable Housing Agreement as Attachment No. 7 (the - "Original Option Agreement"). 892/015610-0043 551743.02 a10/21/04 -1- C. On or about June 22, 2004, and prior to Agency's conveyance of the Site to Developer, the Agency and Developer amended the Original Affordable Housing Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement ("Amendment. No. 1") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original Affordable Housing Agreement). The Original Affordable Housing Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Affordable Housing Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". D. On or about July 21, 2004 (the "Closing Date"), Agency conveyed to Developer the Site and Developer and Agency executed and recorded against the Site, in the Official Records of the County of Riverside, as Instrument No. 2004-0565213, the Amended Option Agreement. E. Agency and Developer have, concurrently with the execution hereof, entered into that certain Amendment No. 2 to Affordable Housing Agreement ("Amendment No. 2") to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. The Amended Affordable Housing Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "Affordable Housing Agreement". To effect the revisions set forth in Amendment No. 2, Developer and Agency now desire to replace the Amended Option Agreement, in its entirety, with this Amended and Restated Option Agreement. All defined terms used herein shall have the same meaning as set forth in the Affordable Housing Agreement unless otherwise stated. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Affordable Housing Agreement, (i) Agency and Developer hrereby agree that the Amended Option Agreement is replaced, in its entirety, by this Amended and Restated Option Agreement; and (ii) Developer hereby grants to Agency the following repurchase options: 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to (i) commence construction of the Project within one hundred eighty (180) days after the Closing Date, subject to Sections 4(b) and 4(h) below; or (ii) furnish to the City of La Quinta, within one hundred twenty (120) days after the Closing Date, a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31311, which was approved by the City pursuant to City Council Resolution 2003-112, adopted on November 18, 2003. For the purposes of this Amended and Restated Option Agreement, Developer shall have "commenced construction of the Project" at the time Developer has completed all of the following: (1) obtained all necessary bonds and permits to complete the mass grading of the 882/015610-0043 551743.02 a10/21/04 -2- Site; (2) completed all necessary pre -grading activities, including, but not limited to, fencing and watering the Site; and (3) conducted mass grading activities on the Site for a minimum of fifteen (15) days (with only those days where actual and continuous mass grading activities are conducted counting towards this requirement); or In the event of Developer's failure to commence construction within the one hundred eighty (180) day time period referenced above, or to furnish to the City an SIA within the one hundred twenty (120) day time period referenced above, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period or one hundred twenty (120) day period (as applicable) described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($1.00). Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such 882/015610-0043 551743.02 a10/21/04 -3- indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the. amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, (i) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Amended and Restated Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days, and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) by January 31, 2007, subject to Sections 4(b) and 4(h) below (the "Completion Deadline"); or (ii) Developer fails to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement within the time periods specified in said subsections. In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, or to timely comply with the provisions of Section 305(b), (c), or (d) of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline or the deadline for completing the obligations in Section 305(b), (c), or (d) (as applicable) ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be 882/015610-0043 551743.02 a10/21/04 -4- deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at,a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of 882/015610-0043 551743.02 a10/21/04 -5- the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers . Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If . Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added 882/015610-0043 551743.02 a10/21/04 -6- to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions, to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the 882/015610-0043 551743.02 a10/21/04 -7- Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Affordable Housing Agreement. In the event of Developer's transfer of the Site in violation of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section l (b) of this Amended and Restated Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Amended and Restated Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously 882/015610-0043 551743.02 a10/21/04 -8- proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to' deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Amended and Restated Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Amended and Restated Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). 882/015610-0043 551743.02 a10/21/04 -9- (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences construction of the Project and furnishes to the City a fully secured SIA (the "Repurchase Option I Obligations") and Agency has not exercised Repurchase Option I, Agency shall execute and record a termination of Repurchase Option I within three (3) business days after Developer's satisfaction of the Repurchase Option I Obligations, as determined by the City. In the event Developer completes construction of the Project and Agency has not exercised Repurchase Option II or Repurchase Option III, Agency shall execute and record a termination of this Amended and Restated Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Amended and Restated Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Amended and Restated Option Agreement may also be extended by mutual written agreement by 882/015610-0043 551,743.02 a10/21/04 -10- Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan, provided that (i) the maximum cumulative principal amount of the construction loan shall not exceed ninety percent (90%) of the lender's appraised value of the Site upon completion of the Project, which amount shall be verified in writing to Agency Executive Director's reasonable satisfaction; (ii) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (iii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach or default, and (C) purchase the Site from Developer subject to the construction lender's deed of trust, without the. consent of Developer or the holder of the construction lender's deed of trust, and that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right on the part of the lender to accelerate the amounts due under the loan. 5. Notices, Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing .in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin 882/015610-0043 551743.02 a] 0/21 /04 -11- With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6: Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Amended and Restated Option Agreement. This Amended and Restated Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Amended and Restated Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended and Restated Option 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. Service of process on Agency shall be made in the manner required by law for service on a 882/015610-0043 551743.02 a10/21/04 -12- public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Amended and Restated Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Amended and Restated Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 8. Nonliability of Agency Officials and Employ No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Amended and Restated Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Amended and Restated Option Agreement or use of the Site. 10. Interpretation The terms of this Amended and Restated Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Amended and Restated Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Amended and Restated Option Agreement. 11. Entire Agreement This Amended and Restated Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Amended and Restated Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. U2/015610-0043 551743.02 a1021/04 -13- 12. Counterparts This Amended and Restated Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Amended and Restated Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severability In the event any section or portion of this Amended and Restated Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Amended and Restated Option Agreement. IN WITNESS WHEREOF, the parties have executed this Amended and Restated Option Agreement as of the date first above written. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michae Shovlin Its: President "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a pubic bo y, corporate and 1' By:,/ • Executive Director APPROVED AS TO FORM: & T�IC�CER, LL J / l Attorfaeys for the La Q'uinta Redevelopment Agency 882/015610-0043 551743.02 a10/21/04 —14- STATE OF CALIFORNIA ) ) ss COUNTY OF 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. Corm>b M 81870= f Lip now #fie • Ganonnila RWOMMO County 1& [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF c�►wu�2 ) Notary Publi On -a�O before me, personally appeared QQh ftey-A &.a - 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. PMYL A MAKEY • CAmm Mpn # 137M lb y �O�O Notary Public pKvg9ds County 1d► [SEAL] 882/015610-0043 551743.02 a10/21/04 —15— EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [See Following Page] 882/015610-0043 551743.02 a10/21/04 -16- Real property in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00' 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 890 51' 43 "E A DISTANCE OF 55.00 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET, SAID POINT BEING THE POINT OF BEGINNING, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000, AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE CONTINUING S 890 51' 43" E ALONG THE SOUTHERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 1,047.70 FEET TO A POINT LYING N 89 DEGREES 51'43" W A DISTANCE OF 12.17 FEET FROM THE SOUTHEAST CORNER OF SAID SPANOS PROPERTY; THENCE S 000 08' 22" W A DISTANCE OF 199.67 FEET; THENCE S 890 51' 43" E A DISTANCE OF 178.53 FEET; THENCE S 000 40' 41" W A DISTANCE OF 264.42 FEET TO A POINT ON THE NORTHERLY. RIGHT OF WAY LINE OF AVENUE 48, SAID POINT BEING POINT "A" HEREIN; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 759.76 FEET; THENCE N 870 3611" W A DISTANCE OF 300.10 FEET; THENCE N 890 19' 24" W A DISTANCE OF 137.88 FEET; THENCE N 440 49' 57" W A DISTANCE OF 32.24 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET. THE PREVIOUS THREE COURSES BEING ALONG THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 PER DOCUMENT RECORDED APRIL 17, 1997, AS INSTRUMENT NO. 130188 OF OFFICIAL RECORDS; THENCE N 000 20' 08" W ALONG SAID EASTERLY RIGHT OF WAY LINE OF ADAMS STREET LYING PARALLEL WITH AND 55.00 FEET EAST OF THE WEST LINE OF SECTION 29 A DISTANCE OF 421.01 FEET TO THE POINT OF BEGINNING. 882/015610-0043 524751.01 a07/19/04 WHEN RECORDED MAIL TO: ATTN: REN R HAYHURST, ESQ. BRYAN CAVE LLP 2020 MAIN STREET, SUITE 600 IRVINE, CALIFORNIA 92614 (SPACE ABOVE FOR RECORDER'S USE) SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE ESTATES IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT ("Agreement") is made as of October 49, 2004, by and among SANTA ROSA DEVELOPMENT, INC., a California corporation ("Owner"), LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Agency"), and RBC CENTURA BANK, a North Carolina banking corporation ("Lender"). A. Owner holds title to that certain real estate more particularly described on Exhibit "A" ("Property"). The Property is to be developed by the construction of one hundred forty-nine -(149) residential homes to be located in La Quinta, California ("Project"). Agency has conveyed title to the Property to Owner to facilitate the development and construction of the Project. B. Agency and Owner have entered into certain agreements pertaining to the Owner's acquisition and development of the Property, including without limitation, that certain Affordable Housing Agreement dated January 22, 2003 by aid between Owner and Agency, as amended by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for . the Option Agreement, and by that certain Amendment No. 2 to Affordable Housing Agreement (collectively, the "Affordable Housing Agreement"). C. Owner and Agency also have executed that certain Declaration of Covenants, Conditions, and Restrictions for Property which was recorded on July 21, 2004, in the Official Records of the County of Riverside ("Official Records"), as Instrument No. 2004-0565214 (the "Declaration"), that certain Option Agreement which was recorded on July 21, 2004 in the Official Records, as Instrument No. 2004-0565213 ("Original Option Agreement"). The Original Option Agreement was replaced, in its entirety, with that certain Amended and Restated Option Agreement which was recorded on , 2004 in the Official Records, as Instrument No. ("Option Agreement"). The Option Agreement grants the Agency three (3) separate options to purchase from Owner the Property, identified therein as "Repurchase Option X" "Repurchase Option I," and "Repurchase Option III", that Agency may exercise upon the occurrence, or failure to occur, of certain events specified in the Option Agreement. D. All of the documents executed by Agency and Owner in connection with or relation to the Affordable Housing Agreement collectively shall be referred to as the "Agency Documents." I R01 /2807 30 E. Repurchase Option II and Repurchase Option III shall be referred to collectively as the "Junior Lien." F. As used herein, the term "Junior Obligations" means any and all indebtedness, claims, debts, liabilities or other obligations from Owner to Agency under the Junior Lien, together with all costs and expenses, including attorneys' fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Owner. G. Lender is making a loan to Owner up to the maximum sum of Twenty -Two Million Four Hundred Eighty -Seven Thousand Seven Hundred Three Dollars ($22,487,703.00) ("Senior Loan"), which loan is evidenced by a Construction Loan Agreement of even date herewith ("Senior Loan Agreement") executed by Owner and Lender, and that certain Promissory Note of even date herewith ("Senior Note") executed by Owner in favor of Lender in the maximum principal sum of the Senior Loan. The Senior Note is secured in part by a Construction Deed of Trust, Assignment of Leases and Rents and Security Agreement (Including Fixture Filing) of even date herewith ("Senior Deed of Trust") executed by Owner for the benefit of Lender, to be recorded substantially concurrently herewith In favor of Lender. The Senior Deed of Trust and the "Recorded Assignment" (as defined below) shall be referred to collectively as the "Senior Lien." The Senior Loan Agreement, Senior Note and Senior Lien collectively shall be referred to as the "Senior Loan Documents." H. As used herein, the term 'Lender Indebtedness" means any and all indebtedness, claims, debts, liabilities or other obligations from Owner to Lender under the Senior Loan Documents, together with all interest accruing thereon and all costs and expenses, including attorneys' fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Owner. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Lender to make the loan above referred to, it is hereby declared, understood, and agreed as follows: 1. Subordination of the Junior Lien. Subject to section 8 below, the Senior Lien in favor of Lender, and any amendments, modifications, renewals or extensions thereof, and/or any "Protective Advances" (as defined below) by Lender under the Senior Loan Documents, shall unconditionally be and remain at all times a lien or charge on the Property therein described, prior and superior to the Junior Lien, the Affordable Housing Agreement, and the Declaration in favor of Agency. Lender, in making disbursements pursuant to any of the Senior Loan Documents, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds as set forth in the Senior Loan Documents, and any application or use of such proceeds for purposes other than those provided for in such Senior Loan Document(s) shall not defeat the subordination herein made in whole or in part. The parties acknowledge that Repurchase Option I shall not be subordinated pursuant to the terms and conditions of this Agreement; provided however, upon the satisfaction of the "Repurchase Option I Obligations" (as defined in the Option Agreement) set forth in the Option Agreement and provided Agency has not exercised Repurchase Option I, Agency shall execute and record a termination of Repurchase Option I within three (3) business days after Borrower's satisfaction of the Repurchase Option I Obligations, and until such time as Repurchase Option I has been terminated to the satisfaction of Lender in its sole and absolute discretion, Lender shall not have any obligation to advance any funds under the Senior Loan Documents except for those funds adavanced by Lender as of the closing of the Senior Loan. 2. Only Agreement Regarding Subordination. Lender would not make the Senior Loan above described without this Agreement. This Agreement shall be the whole and only agreement I R01 /2807 30 2 with regard to the subordination of the Junior Obligations, the Junior Lien, the Affordable Housing Agreement and the Declaration to the Lender Indebtedness, the Senior Lien and the other Senior Loan Documents, and this Agreement shall supersede and cancel, but only insofar as would affect the priority between the deeds of trust hereinbefore specifically described, any prior agreements as to such subordination, including, but not limited to, those provisions, if any, contained in Agency Documents which provide for the subordination of the lien or charge thereof to another deed of trust. 3. Agency Covenants. Agency declares, agrees, and acknowledges that: 3.1 Agency consents to and approves (for the purposes of Section 13161 of the Affordable Housing Agreement) the Senior Loan between Owner and Lender. 3.2 Agency understands that in reliance upon and in consideration of this Agreement, specific agreements are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will beentered into which would not be made or entered into but for said reliance upon this subordination. 3.3 Any and all Junior Obligations are hereby subordinated and subject to any and all Lender Indebtedness as set forth herein. Owner shall be permitted make payments under the Junior Obligations, only so long as at the time of such payment: (1) no "Event of Default" (as defined in the Senior Loan Documents) under the Senior Loan Documents exists or no event exists which, with the lapse of time or the giving of notice or both, would be an Event of Default under the Senior Loan Documents of which Agency has received notice; and (ii) such payment would not result in a violation of any of Owner's financial covenants set forth in any of the documents evidencing the Lender Indebtedness ("Permitted Payments"). After Lender provides notice to Agency of any Event of Default under the Senior Loan Documents, if Agency thereafter shall receive any payments or other rights in any property of Owner in connection with the Junior Obligations, such payment or property shall immediately be delivered and transferred to Lender after notice to Agency. This Agreement shall remain in full force and effect until all Lender Indebtedness is fully repaid in accordance with its terms. 3.4 In the event of any assignment by Owner for the benefit of Owner's creditors, or any bankruptcy proceedings instituted by or against Owner, or the appointment of any receiver for Owner or Owner's business or assets, or of any dissolution or other winding up of the affairs of Owner or of Owner's business, and in all such cases respectively, Owner's officers and any assignee, trustee in bankruptcy, receiver and other person or persons in charge are hereby directed to pay to Lender the full amount of the Lender Indebtedness before making any payments to Agency due under the Junior Obligations. 3.5 Subject to the terms of this Agreement, Agency agrees that Lender shall have absolute power and discretion, without notice to Agency,. to deal in any manner with the Lender Indebtedness including interest, costs and expenses payable by Owner to Lender and any security and guaranties therefor including, but not by way of limitation, release, surrender, extension, renewal, acceleration, compromise or substitution. Under the Agency Documents, Agency hereby affirms and agrees that Agency is not intended to be a guarantor or surety and nothing in this Agreement or Agency Documents shall make Agency either a guarantor or surety under the Senior Loan Documents. 3.6 If at any time hereafter Lender shall be entitled under the Senior Loan Documents to discontinue the extension of credit to or on behalf of Owner, Lender may do so. This Agreement, the obligations of Agency hereunder owing to Lender, and Lender's rights and privileges hereunder shall continue until payment in full of all of the Lender Indebtedness and the termination of this Agreement pursuant to its terms, notwithstanding any action or nonaction by Lender with respect thereto or with respect to any collateral therefor or any guaranties of the Lender Indebtedness. IR01 /280730 3 3.7 If Lender or any assignee of Lender acquires title to all or any portions of the Property by foreclosure proceedings under, or exercise of the power of sale in, the Senior Deed of Trust, the Junior Lien shall not constitute in any manner whatsoever a lien against the Property or an obligation of Lender. 3.8 Provided that Agency complies with the terms and conditions of this Agreement, Agency may: (i) exercise its rights under Section [319] of the Affordable Housing Agreement to purchase the Senior Loan; (ii) exercise its rights under Section [320] of the Affordable Housing Agreement to purchase the Senior Loan (provided that Agency shall pay to Lender the full amount of the Lender Indebtedness, which indebtedness shall be defined for the purpose of this Section 3.8 (ii) to include all principal and interest due and owing from Owner under the Senior Loan and all late charges, default interest, attorneys' fees and costs owed by Owner and incurred by Lender in enforcing the Senior Loan Documents and all other amounts then due and owing under the &nior Loan Documents); and/or (III) purchase the Senior Loan as provided under Section 5 below; provided, however, in no event shall Agency take any action to commence, prosecute, or participate in any administrative, legal or equitable action against Owner with respect to the Junior Obligations that might adversely affect Owner or its interest or that might adversely affect Lender and its interest (subject expressly Section 10.2 of this Agreement). Notwithstanding any other provision herein to the contrary, Agency shall not, without Lender's prior written consent (which consent shall be at Lender sole discretion), join in any petition for bankruptcy, assignment for the benefit of creditors or creditor's agreement involving the assets of Owner. 3.9 By executing this Agreement, Agency makes the finding set forth in California Health and Safety Code Section 33334.14 that subordination is necessary and that Agency has obtained written commitments as set forth in this Agreement, consistent with California Health and Safety Code Section 33334.14, to protect the Agency's investment in the event of a default. Therefore, Agency hereby agrees to subordinate the lien of the Junior Lien to the Senior Lien on the terms set forth in this Agreement. This Agreement shall set forth in the priority of liens between the parties and govern the terms and conditions of such subordination. 4. Effect of Other Agreements. 4.1 Agency declares, agrees, and acknowledges that Owner and Agency have entered into certain agreements relating to the development of the Property, including without limitation the Agency Documents. Notwithstanding the foregoing, Agency hereby acknowledges and agrees that: (a) Lender shall in no way be liable for any acts or omissions of Owner (or any agent of Owner) and Agency (or any agent of Agency) arising out of Owner's and/or Agency's performance, lack of performance or breach of any of the above -described agreements between those parties and other third parties, including without limitation Agency Documents. (b) The, relationship between Owner and Lender under the Senior Loan Documents is, and shall at all times remain, solely that of borrower and lender. Based thereon, Agency acknowledges and agrees that Lender neither undertakes nor assumes any fiduciary responsibility or other responsibility or duty to Owner or Agency to guarantee or assist in Owner's or Agency's performance under any of the agreements between those parties and other third parties, including without limitation Agency Documents. 4.2 Lender hereby acknowledges and agrees that: (a) Agency shall in no way be liable for any acts or omissions of Owner (or any agent of Owner) and Lender (or any agent of Lender) arising out of Owner's and/or Lender performance, lack of performance or breach of any of the above -described agreements between I R01 /2807 30 4 those parties and other third parties, including without limitation the Senior Loan Documents, the Senior Note and the Senior Lien. (b) Lender acknowledges and agrees that Agency neither undertakes nor assumes any fiduciary responsibility or other responsibility or duty to Owner or Lender to guarantee or assist in Owner's or Lender performance under any of the agreements between those parties and other third parties, including without limitation the Senior Loan Documents, the Senior Note and the Senior Lien. 5. Riaht To Purchase Senior Loan. Without limiting any provisions of applicable law or the Agency Documents, Lender agrees that Agency shall be entitled to purchase the Senior Loan by paying to Lender the full amount of the Lender Indebtedness (which indebtedness shall be defined for the purpose of this Section 5 to include without limitation all principal and interest due and owing from Owner under the Senior Loan and all late charges, default interest, attorneys' fees and costs owed by Owner and incurred by Lender in enforcing the Senior Loan Documents and all other amounts then due and owing under the Senior Loan Documents). The foregoing purchase right shall be exercisable for a period commencing upon receipt of a Notice of Default in connection with a foreclosure under the Senior Loan Documents until twenty (20) days prior to the completion or scheduled completion of the foreclosure sale. The following provisions shall apply to any sale of the Senior Loan pursuant to this provision: 5.1 Such sale shall be on an "as -is, where -is" basis, without representation or warranty by Lender, except that Lender shall represent with respect to its own interest that: (a) Lender has good title to the Senior Loan to the extent of its share of the legal or beneficial interest therein, and (b) Lender has all requisite right and authority to sell and assign the same, and (c) the amount of the of the Lender Indebtedness is accurate to Lender's best knowledge; 5.2 At the written request of either Lender or Agency, the parties shall open escrow with First American Title Insurance Company or another nationally recognized title insurance company, its affiliate, successor or assign ("Escrow Holder"); 5.3 Lender shall deliver at the closing of such sale, or promptly deposit with the Escrow Holder, if applicable: (a) an allonge executed in favor of Agency to be affixed to the Senior Note, in form and substance acceptable to Agency in its reasonable discretion; (b) the original Senior Note; (c) an assignment of the Senior Lien to Agency, in form and substance acceptable to Agency in its reasonable discretion; (d) a UCC-2, assigning Lender's UCC-1 filed against Borrower to Agency; and (e) an "omnibus" assignment of the Senior Loan Documents to Agency, in form and substance acceptable to Agency in its reasonable discretion . 1 R01 /2807 30 5.4 The closing date of the sale of the Senior Loan shall take place no less than ten (10) days nor more than forty-five (45) days (provided that if the thirtieth day is not a business day, then no later than the first business day immediately following such thirtieth day) after the date Agency notifies Lender that it has exercised the foregoing purchase right (or such earlier date as agreed upon by Agency and Lender) but in any event no later than the ten (10) business days prior to scheduled completion of the foreclosure sale. 6. Lender's - Rights. In no event shall the exercise by Agency of any right or remedy under Junior Lien prior to a foreclosure under the Senior Deed of Trust defeat or render invalid the Senior Deed of Trust, which shall remain a first priority lien or charge upon the Property subject to the terms of this Agreement. Except as specifically provided herein, Lender shall not be required to exercise any rights or any other of its available remedies under the Senior Deed of Trust as a result of Owner's default thereunder as a condition to the effectiveness of this Agreement. 1 _�sMFX7,1W 7.1 Pursuant to the terms and conditions of the Senior Loan Documents with respect to the disbursement of all or any portions of the proceeds of the Senior Loan, any and all of the following disbursements ("Protective Advances") made by Lender under said Senior Loan Documents to or for the account or benefit of Owner and the Project to be constructed on the Property in connection with: (a) Any cost overruns incurred by Owner or any additional funds advanced by Lender in connection with the protection or preservation of any security given to Lender with respect to the Senior Loan, (b) Any costs or expenses incurred by Owner in complying with any laws, rules, regulations, or statutes or any directives of any governmental agencies or authorities having or exercising jurisdiction over the Project which sums are advanced by Lender in connection with the protection or preservation of any security given to Lender with respect to the Senior Loan, (c) Any sums due or owing to Lender by Owner or its successors and assigns as a result of advances made by Lender pursuant to the Senior Loan Documents or any of the other Senior Loan Documents in connection with the Project, which are advanced by Lender in connection with the protection or preservation of any security given to Lender with respect to the Senior Loan, including without limitation interest thereon, and (d) Any sums advanced by Lender for the payment of real estate taxes or assessments or insurance premiums, or any other sums advanced or obligations incurred by Lender in connection with the protection or preservation of any security given to Lender with respect to the Senior Loan, shall, subject to the provisions of Section 7.2 below, be deemed to be, and in all events shall be, secured by the Senior Lien and, as so secured and regardless of whether Owner at the time of any such disbursements may have been in default under any of the Senior Loan Documents, shall be and remain a lien or charge against the Property that is unconditionally prior and superior to the Junior Lien. 7.2 If Lender makes Protective Advances to or for the account or benefit of Owner pursuant to Section 7.1 above required in connection with the development and construction of the Project and which are advanced - by Lender in connection with the protection or preservation of any security given to Lender with respect to the Senior Loan, such additional disbursements may be evidenced by additional promissory notes of Owner and secured by the Senior Lien, or by additional IR01 /280730 6 mortgages or deeds of trust, covering all or portions of the Property hereafter executed by Owner for the benefit of Lender. The Senior Lien, or any additional mortgages or deeds of trust in favor of Lender as to such Protective Advances, as well as to all other obligations recited as being secured thereby, and any renewals or extensions thereof, shall unconditionally be and remain at all times a lien or charge against the Property that is prior and superior to the lien or charge of Junior Lien; provided, however, that such Protective Advances shall comply with the following terms and conditions: (a) The annual interest rate(s), including the default rate, shall not exceed the rate described in the Senior Note: (b) The stated maturity date of any such Protective Advance shall be not sooner than the stated maturity date of the Senior Note; (c) The proceeds of the Protective Advances shall be used for any purpose permitted by Owner and Lender and related to the Project as provided herein; provided, however, that the loan -to -value and/or loan -to -cost requirements set forth in the Senior Loan Agreement, if any, need not be maintained. & No Imuairment of Agreement. This Agreement shall remain in full force and effect, and shall not be impaired or rendered invalid, upon the recording of an amendment to the Senior Deed of Trust (each, a 'Deed of Trust Amendment"). Notwithstanding the recording of any Deed of Trust Amendment, Agency acknowledges and agrees that the Senior Deed of Trust, and any and all renewals, extensions, or Protective Advances made under the Senior Loan Documents in connection with the development and construction of the Project, shall unconditionally be and remain at all times a lien or charge against the Property that is prior and superior to the lien or charge of Junior Obligations, to the same extent and purpose as though the Junior Obligations had been executed and recorded subsequent to the recording of the Senior Deed of Trust and the Deed of Trust Amendment. In addition, Agency shall execute any and all documents reasonably required by Lender in connection with the recordation of any Deed of Trust Amendment (including without limitation a subordination agreement in form and content substantially similar to this Agreement) solely to affirm and ensure that, subject to the terms hereof, the Senior Deed of Trust, and any and all renewals or extensions thereof, shall unconditionally be and remain at all times a lien or charge against the Property that are prior and superior to the lien or charge of Junior Obligations, to the same extent and purpose as though the Junior Obligations had been executed and recorded subsequent to the recording of the Senior Deed of Trust and any Deed of Trust Amendment. Notwithstanding any of the above, this Agreement shall not be effective as to a Deed of Trust Amendment which increases the maximum principal amount of the Senior Loan unless the Agency's prior approval is obtained, which Agency approval may not be unreasonably withheld unless the Deed of Trust Amendment materially impairs the Junior Lien or Junior Obligations. 9. Consent to Owner's Ass(gnme t of Agency Documents. Agency hereby certifies and agrees, for the benefit of Owner and Lender, as follows: 9.1. Agency consents to the collateral assignment of Agency Documents to Lender for security purposes as set forth in that certain Collateral Assignment of Affordable Housing Agreement Rights of even date herewith and to be recorded substantially concurrently herewith ("Recorded Assignment"), provided, however, that if Lender exercises its rights under the Recorded Assignment and receives any of the benefits of Owner under Agency Documents, then Lender shall acknowledge its assumption of the obligations of Owner under said Agency Documents for all liabilities arising from and after the date of said assumption. Agency further agrees that: i R01 /280730 7 (a) The Agency Documents (excluding the Junior Lien) shall remain in full force and effect, but Lender shall have no obligations, duties or responsibilities under the Agency Documents subsequent to any transfer of the Property at a "Foreclosure" (as defined below) if (i) Lender is the transferee at the Foreclosure and (ii) there has occurred no construction by Lender after said Foreclosure of any improvements on the Property other than those considered by Lender as necessary to protect o: maintain the value of the Property, the Project or any improvements partially constructed in their then state of development O.g., erosion control or completion of roofing) (an "Exempt Sale") . (b) Subject to the provisions of Section 9.4 below, the Agency Documents (excluding the Junior Lien) shall be applicable to any subsequent transfer to a party not affiliated to Lender occurring after any Exempt Sale. (c) For purposes of this Agreement, a "Foreclosure" shall mean any judicial or trustee's sale to foreclose the Senior Deed of Trust or acceptance by Lender (or any assignee of Lender) of a deed in lieu of foreclosure or similar document. 9.2. Agency agrees that no breach of or default under Agency Documents shall defeat, render invalid, diminish or impair *q.e., affect the validity or enforceability of) the lien of any mortgage or deed of trust made in good faith and for value (including, but not limited to, any mortgage or deed of trust to Lender). 9.3. The Agency Documents are in full force and effect and are binding obligations of the parties thereto. To the best actual knowledge of the Agency Executive Director, without duty of inquiry or investigation, (a) there are no uncured defaults under the Agency Documents, (b) no events have occurred which with the passage of time would constitute a default or defaults under the Agency Documents, (c) none of the rights and privileges of Owner under the Agency Documents have lapsed as of the date hereof, and (d) Agency has no current right to terminate the Agency Documents. The Agency Documents have not been amended or modified, and no further amendment or modification of the Agency Documents shall be binding upon Lender unless consented to in writing by Lender. 9.4. Any purchaser (including Lender or any successor beneficiary under the Senior Deed of Trust) of the Property at the Foreclosure held pursuant to the Senior Deed of Trust that is not an Exempt Sale (any such person shall be a "Subsequent Owner") shall have a reasonable time after acquiring title (but in no event less than three (3) months) in which to cure any violations or defaults existing under Agency Documents as of the date title is acquired by the Subsequent Owner ("Prior Violations"). Any such Subsequent Owner shall have a minimum of three (3) months to satisfy the obligations for commencement of construction of the Project required to be constructed on the Property and to satisfy any other obligations of Owner under Agency Documents, subject to items of unavoidable delay as set forth in Agency Documents. Once such Subsequent Owner commences construction of said improvements, such construction shall be diligently prosecuted to completion, subject to any 'Force Majeure Event" (as defined in the Senior Loan Documents). In the event of such cure, such Subsequent Owner shall have no further liability in connection with such Prior Violation, and such Subsequent Owner shall in all events have no liability for Prior Violations which are not capable of being cured. For purposes of this Section 94. the requirement that money be expended and/or the requirement that certain improvements be removed or reconstructed shall not be considered facts which will render a violation or breach incapable of cure. 9.5 Lender agrees that if Lender acquires title to the Property by Foreclosure, Lender will give thirty (30) days prior written notice to Agency of any intended sale, transfer or disposition of the Property, including the name, address and a contact person for the potential buyer or transferee. During such 30-day period, Agency shall have the right to consult with the prospective purchaser or transferee, to determine the qualifications of such transferee to complete the Project or otherwise satisfy the obligations of the developer under Agency Documents. Lender will reasonably IR01 /280730 8 cooperate with such review at no cost or expense to Lender, and shall provide to Agency any relevant non -confidential information which Lender may have regarding the development experience and financial qualification of such potential buyer or transferee. Agency shall inform Lender of the results of such review; provided, however, that (i) Agency's rights of consultation and review shall not be deemed to grant Agency any right to restrict or restrain Lender from consummating such sale or transfer after the expiration of the consultation period, and (ii) such sale or transfer shall not be construed as a waiver of any deed restrictions or use conditions previously imposed and then of record, imposed by the deed of the Property from Agency to Owner. 9.6 Notwithstanding any Foreclosure or other action by Lender pursuant to the Senior Loan Documents, in no event shall Lender assume any of the obligations of Owner under the Agency Documents or be responsible for any liabilities arising under the Agency Documents unless and until Lender shall (i) expressly assume in writing such obligations pursuant to the Affordable Housing Agreement, or (11) have performed construction activities on the Property other than those considered by Lender as necessary to protect or maintain the value of the Property, the Project or any improvements partially constructed in their then state of development (e.g., erosion control or completion of roofing). 10. Notices: Cure Rights. 10.1 Lender agrees to give a copy to Agency concurrently with the delivery to Owner of any notice of default delivered to Owner under the Senior Loan Documents. Agency shall have the right (without the obligation) under Section [3201 of the Affordable Housing Agreement to cure any default or perform any obligation of Owner under the Senior Loan Documents, and Lender shall accept such cure or performance from Agency. In the event Lender records a notice of default or otherwise commences foreclosure proceedings without first giving notice to Agency as required above, Agency shall be entitled to have the same vacated, dissolved and set aside by such proceedings at law or otherwise as Agency may deem proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle Agency to become a party to any proceedings at law or otherwise in or by which Agency may deem it proper to protect its interests hereunder. 10.2 Agency agrees to give to Lender a copy of any notice of default delivered to Owner under Agency Documents. Lender shall have the right (without the obligation) to cure any default or perform any obligation of Owner under Agency Documents within the same period of time afforded to Owner, and Agency shall accept such cure or performance from Lender. Agency further agrees that prior to Agency providing Owner with notice of an "Option Trigerring Event" (as defined in the Option Agreement), Agency shall give not less than five (5) days prior written notice ("Agency Notice") thereof to Lender (which notice shall constitute an Event of Default under the Senior Loan Documents and permit Lender to commence its foreclosure proceedings), and the acquisition of the Property by Agency or any other party approved by Agency shall not take place prior to one hundred forty (140) days. after said Agency Notice (the period from the Agency Notice until the scheduled acquisition of the Property by the Agency being referred to herein as the "Agency Repurchase Period"). 10.3 During the Agency Repurchase Period, Lender shall have the right (but no obligation) to cure any default by Owner under Agency Documents. During the Agency Repurchase Period, Agency shall submit to Lender a business plan ("Business Plan") which Business Plan shall provide: (i) the proposed developer which will take over the construction and completion of the Project; (ii) for the cure of any outstanding Event of Default under the Senior Loan Documents; I R01 /280730 9 (iii) Agency's plan for the completion of any improvements and/or the construction and marketing of the Project, as applicable, including without limitation Agency's recommendation for a general contractor, construction manager and/or sales manager for the Project, as applicable; and (iv) if the improvements and Project will not be completed prior to said purchase by Agency or other borrowing entity, a guaranty of one hundred percent (100%) lien —free completion of the improvements and Project in substantial accordance with the approved plans and specifications, with such completion guaranty b be in form and substance reasonably satisfactory to Lender, or a performance bond in form an substance reasonably satisfactory to Lender for the one hundred percent (100%) lien —free completion of the improvements and Project in substantial accordance with the approved plans and specifications. In the event that the Lender approves the Business Plan 'in its sole and absolute discretion (it being acknowledged that Lender is under no obligation to approve any said Business Plan), Agency and/or said new borrowing entity shall be permitted to acquire the Property and Agency and/or said new borrowing entity, as applicable, shall execute all documents reasonably required by Lender to assume Borrower's obligations under the Senior Loan Documents and reaffirm Lender's rights and remedies under the Senior Loan Documents, including without limitation, the new guaranty agreement referred to in the Business Plan. Notwithstanding any provision herein to the contrary, during the Agency Repurchase Period, Lender may record a notice of default, commence foreclosure proceedings or otherwise exercise any of its rights under the Senior Loan Documents upon providing Agency concurrent notice thereof. 10.4 In the event Agency records a notice of default or otherwise acquires title to the Property without first giving notice to Lender as required above, Lender shall be entitled to have the same vacated, dissolved and set aside by such proceedings at law or otherwise as Lender may deem proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle Lender to become a party to any proceedings at law or otherwise in or by which Lender may deem it proper to protect its interests hereunder. Lender and Agency agrees that if either party violates this Agreement, the breaching party shall be liable to the other party for its actual, out of pocket costs and expenses sustained by said non -breaching party by reason of such breach, including attorneys' fees in any such legal action. 10.5 All copies of any notices to be delivered hereunder to the Lender and Agency must be in writing and will be effective when served in the matter set forth in the Senior Note. The addresses to which such copies shall be delivered are as follows: If to Lender: RBC Centura Bank 11011 Richmond Avenue, Suite 850 Houston, Texas 77042 Attn: John T. DeSpain With a copy to: BRYAN CAVE LLP 2020 Main Street, Suite 600 Irvine, California 92614 Attn: Ren R Hayhurst, Esq. If to Agency. La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attn: Executive Director i R01 /2807 30 10 With a copy to: Rutan and Tucker LLP fill Anton Blvd. Suite 1400 Costa Mesa, California 92626 Attention: M. Katherine Jenson, Esq. If to Owner: SANTA ROSA DEVELOPMENT, INC. 46-753 Adams Street, La Quinta, California 92253 Attention: Michael Shovlin 11. Waiver. Agency specifically waives and renounces: 11.1 Any rights under any applicable statutes which it may have, whether at law or in equity, to require Lender to marshal collateral for the Junior Obligations, or any portion thereof, or to otherwise seek satisfaction from any particular assets or properties of Owner or from any third party; 11.2 Any right to require Lender to proceed against Owner or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender's power before exercising any right or remedy under the Senior Deed of Trust; 11.3 Any defense that may arise by reason of the incapacity, lack of authority, death, or disability of, or attempted revocation hereof by, Owner or by any other(s) having an interest in Owner or the failure of Lender to file or enforce a claim against the estate or assets (either in administration, bankruptcy, or any other proceedings) of Owner or any other(s) having an interest in Owner; 11.4 Except as provided hereinabove, demand, protest and notice of any kind, including without limitation notice of the evidence, creation, or incurring of any new or additional indebtedness in accordance with the provisions of this Agreement or the Senior Loan Documents or obligation of or any action or non -action on the part of Owner or Lender in connection with any obligation or evidence of indebtedness held by Lender as collateral or in connection with any indebtedness of Owner to Lender described in this Agreement; and 11.5 Any defense based upon an election of remedies by Lender (including without limitation an election by Lender to proceed by non judicial rather than judicial foreclosure) that destroys or otherwise impairs the subrogation or other rights, if any, of Agency, or the right of Agency to proceed against Owner, or both. 11.6 Agency acknowledges and agrees that Lender shall have no duty to disclose to Agency any facts Lender may now know or hereafter know about Owner or the partners or successors of Owners in connection with the ownership of the Property, regardless of whether (1) Lender has reason to believe that any such facts may increase materially the risk beyond that which Agency intends to assume, (ii) Lender may have reason to believe that such facts are unknown to Agency, or (iii) Lender has a reasonable opportunity to communicate such facts to Agency, it being understood and agreed that Agency is fully responsible for being and keeping informed of the financial condition of Owner or any partners or successors of Owner in connection with the ownership of the Property and of all circumstances bearing on the risk of non-payment of any indebtedness of Owner to Lender described in this Agreement. 12. Counterparts. This Agreement may be executed in multiple counterparts and the signature page(s) and acknowledgment(s) assembled into one original document for recordation, and the validity hereof shall not be impaired by reason of such execution in multiple counterparts. 13. Indemnification of Lender. Owner hereby agrees to protect, indemnify, defend and hold Lender free and harmless from and against any and all claims, causes of action, demands, I R01 /2807 30 11 damages, liens, liabilities, losses, costs and expenses (including reasonable attorneys' fees) to which Lender may become exposed or which Lender may incur in exercising any of Lender's rights under this Agreement, except where caused by the gross negligence or willful misconduct of Lender. Owner shall not indemnify Lender from and against any and all claims, causes of action, demands, damages, liens, liabilities, losses, costs and expenses arising (a) after Lender has exercised any of its rights hereunder, and (b) as a result of Lender's action or failure to act pursuant to such rights where such action or inaction was the result of Lender's gross negligence or willful misconduct. 14. Payment of Fees and Costs. Each of Owner, Agency and Lender promises to pay all reasonable attorneys' fees incurred by either Lender, Agency or Owner as the "Prevailing Party" in connection with any default hereunder and in any "Action" (both as defined below) brought by either Owner, Agency or Lender to enforce any of the provisions of this Agreement. For purposes of this Agreement: (a) The term Prevailing Party" shall mean, as between Owner and Lender, (i) the party who brings an Action against the other after the other is in breach or default, if such Action is dismissed upon the other's payment of the sums allegedly due or upon the other's performance of the covenants allegedly breached, or (11) the party who obtains substantially the relief sought by it in an Action, whether or not such Action proceeds to a hearing, a trial on the merits, or a final judgment or determination, or (III) the party who successfully prevents the opposing party from obtaining substantially the relief sought by the latter party's Action, whether or not such Action proceeds to a hearing, a trial on the merits, or a final judgment or determination; and (b) The term "Action" shall mean any legal or equitable proceeding brought before a court, tribunal, administrative court, arbitrator, mediator or other forum for alternative dispute resolution. 15. Limitation of Liability. Notwithstanding any other provision of this Agreement or any of the other Senior Loan Documents to the contrary, the liabilities and obligations of "Guarantor" (as defined in the Senior Loan Agreement) and any partner of Owner or of Owner's general partner under the Senior Loan Documents shall be limited as set forth in Section 13.13 of the Senior Loan Agreement. 16. Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. 17. Authority. Each signatory hereto warrants to the other parties hereto that it has authority to sign on behalf of the party for whom it purports to sign. M Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. 19. Litigation Matters. This Agreement shall be governed by, and construed under, the laws of the State of California. Service of process on Agency shall be made in the manner required by law for service on a public entity. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that county or in the federal district court in the District of California in which Riverside County is located. 20. Non liability of Agency's Officers and Employses. No officer, official, member, employee, agent, or representative of Agency shall be personally liable to Lender or Owner, or any successor or assign of either of the same, in the event of any default or breach by Agency, or for any I R01 /2807 30 12 amount which may become due to Lender or Owner, or any successor or assign of either of the same, or for breach of any obligation of the terms of this Agreement. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH MAY ALLOW THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE PROPERTY. [Signatures continued on next page.] I R01 /2807 30 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. pAosel—vi— APPROVED AS TO FORM: 7R & T CKE LP ttorne for the La Wnta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT AGENCY By: ' Name: o v t` Title: P Y ,— CACH .ICE WALEX.ToZ BORROWER SANTA ROSA DEVELOPMENT, INC., a California corporation By: -At�� Michae . Shovl , its president -, o RBC CENTURA BANK, a North Carolina banking corporation am I R01 /280730 14 Vice President A STATE OF COUNTY OF Rtu "� L� ) On 1 'N` Q' g , 2004, before me, the undersigned, a Notary Public in and for said State, personally appeared:. Al %jean dAL S Sin&4jr� , Name of Signer(s) o personally known to me - OR - o 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. (at�-B ". Rt Sig ature of Notary PHY" MAWY Comffftgn 8137M NOW p boc - dowwnto Rkinbe CcwMy 1h. IR01/280730 15 CAPACITY CLAIMED BY SIGNER: o Individual(s) o Corporate Officer(s) Title(s) o Partner(s) o Attorney -in -Fact o Trustee(s) o Subscribing Witness o Guardian/Conservator o Other: SIGNER IS REPRESENTING: Name of person(s) or entity(ies) STATE OF COUNTY OF On it�, I 4Sta 2004, before me, the undersigned, a Notary Public in and for sapers nally appeared: P. Name of Signer(s) o personally known to me - OR - o 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 signatures) 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. STATE OF ) COUNTY OF ) On , 2004, before me, the undersigned, a Notary Public in and for said State, personally appeared: Name of Signer(s) o personally known to me - OR - o 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. Signature of Notary I R01 /280730 16 CAPACITY CLAIMED BY SIGNER: o Individual(s) o Corporate Officer(s) Title(s) o Partner(s) o Attorney -in -Fact o Trustee(s) o Subscribing Witness o Guardian/Conservator IS REPRESENTING: person(s) or entity(ies) CAPACITY CLAIMED BY SIGNER: o Individual(s) o Corporate Officer(s) Title(s) o Partner(s) o Attorney -in -Fact o Trustee (s) o Subscribing Witness o Guardian/Conservator o Other: SIGNER IS REPRESENTING: Name of person(s) or entity(ies) STATE OF ) COUNTY OF ) On , 2004, before me, the undersigned, a.Notary Public in and for said State, personally appeared: Name of Signer(s) o personally known to me - OR - o proved to me on the basis of satisfactory evidence, to be the person(s) whose name(s) Ware 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. Signature of Notary IR01/280730 17 CAPACITY CLAIMED BY SIGNER: o Individual(s) o Corporate Officer(s) Title(s) o Partner(s) o Attorney -in -Fact o Trustee(s) o Subscribing Witness o Guardian/Conservator o Other: SIGNER IS REPRESENTING: Name'of person(s) or entity(ies) EXHIBIT "A" Legal Description Real property in the City of La Quintal, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00 ° 2W 08. W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 89 ° 51' 43. E A DISTANCE OF 1,114.87 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SOUTHEAST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO. 2000-090257 OF OFFICIAL RECORDS; THENCE N 00018' 58. W ALONG THE EASTERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 580.16 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN THE DEED RECORDED AUGUST 17, 1995 AS INSTRUMENT NO. 271345 OF OFFICIAL RECORDS; THENCE S 890 51' 54. E ALONG SAID NORTHERLY LINE A DISTANCE OF 872.17 FEET TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 660.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE S 000 13' 48. E ALONG SAID WESTERLY LINE A DISTANCE OF 1050.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48; THENCE N 890 19' 24. W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 710.49 FEET TO A POINT BEING POINT "A' IN THE DEED FROM THE LA QUINTA REDEVELOPMENT AGENCY RECORDED CONCURRENTLY HEREWITH; THENCE N 000 40' 41. E A DISTANCE OF 264.42; THENCE N 890 51' 43. W A DISTANCE OF 178.53 FEET; THENCE N 000 08' 22. E A DISTANCE OF 199.67 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SPANOS PROPERTY; THENCE S890 51' 43. E A DISTANCE OF 12.17 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY WATER DISTRICT BY DEED RECORDED NOVEMBER 2, 1999 AS INSTRUMENT NO, 1999-482503 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. I R01 /280730 Exhibit "A" - Page 1 t b f FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director HOC a 2004-00s4273 10/29/2004 08:00A Fee:55.00 Page 1 of 17 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 M S U PAGE SIZE DA PCOR NOCOR SMF RISC. A R I L COPY LONG REFUND NCHG EXAM AMENDED AND RESTATED OPTION AGREEIENT SUBORDINATED tb NOTICE: This AMENDED AND RESTATED OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject T to and of lower priority than the lien of some other or later security instrument. TV THIS AMENDED AND RESTATED OPTION AGREEMENT ("Amended and Restated Option Agreement") is made this day of 0,4 Y L4 .2ee4(the "Effective Date"), by 48t' & ADAMS, LLC, a California limited liability company ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. On or about January 22, 2003, Santa Rosa Development, Inc., a California corporation (the "Original Developer") and the Agency entered into an Agreement for Purchase and Sale and Escrow Instruction ("Original P&S Agreement"), pursuant to which (i) Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"); and (ii) the Original Developer agreed to construct on the Site a single family residential development (the "Project"), all as more particularly described in the Original P&S Agreement. The Site is legally described in Exhibit "A" which is attached hereto and incorporated herein by this reference. B. The Original P&S Agreement requires, among other terms, that the Original Developer grant to Agency an option to repurchase the Site from the Original Developer if the Original Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if the Original Developer transfers the Site in violation of the terms of the Original P&S Agreement, all as more particularly described therein. The Original Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original P&S Agreement as Exhibit "E" (the "Original Option Agreement"). COMMERCE TITLE HAS RECORDED THIS INSTUMENT BY REQUEST AS AN ACCOMMODATION ONLY AND HAS NOT EXAMINED IT FOR REGULARITY AND SUFFICIENCY OR AS TO ITS EFFECT UPON THE TITLE TO ANY REAL PROPERTY THAT MAY BE DESCRIBED THEREIN 882/015610-0043 551739.01 a10/21/04 C. On or about June 22, 2004, and prior to Agency's conveyance of the Site to the Original Developer, the Agency and the Original Developer amended the Original P&S Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Purchase and Sale Agreement and for the Option Agreement ("Amendment No. 1") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original P&S Agreement). The Original P&S Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended P&S Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". D. On or about July 21, 2004 (the "Closing Date"), Agency conveyed to the Original Developer the Site and the Original Developer and Agency executed and recorded against the Site, in the Official Records of the County of Riverside, as Instrument No. 2004-0565216, the Amended Option Agreement. E. On or about July 16, 2004, the Original Developer assigned all of its right, title and interest in and to the Amended P&S Agreement to the Developer. F. Agency and Developer have, concurrently with the execution hereof, entered into that certain Amendment No. 2 to Disposition and Development Agreement ("Amendment No. 29') to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. The Amended P&S Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "P&S Agreement". To effect the revisions set forth in Amendment No. 2, Developer and Agency now desire to replace the Amended Option Agreement, in its entirety, with this Amended and Restated Option Agreement. All defined terms used herein shall have the same meaning as set forth in the P&S Agreement unless otherwise stated. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the P&S Agreement, (i) Developer and Agency hereby agree that this Amended and Restated Option Agreement replaces, in its entirety, the Amended Option Agreement; and (ii) Developer hereby grants to Agency the following repurchase options: 1. Repurchase Qption I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to (i) commence construction of the Project within one hundred eighty (180) days after the Closing Date, subject to Sections 4(b) and 4(h) below; or (ii) furnish to the City of La Quinta, within one hundred twenty (120) days after the Closing Date, a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31310, which was approved by the City pursuant to City Council Resolution 2003-113, adopted on November 18, 2003. 882/015610-0043 551739.01 a10/21/04 2 For the purposes of this Amended and Restated Option Agreement, Developer shall have "commenced construction * of the Project" at the time Developer has completed all of the following: (1) obtained all necessary bonds and permits to complete the mass grading of the Site; (2) completed all necessary pre -grading activities, including, but not limited to, fencing and watering the Site; and (3) conducted mass grading activities on the Site for a minimum of fifteen (15) days (with only those days where actual and continuous mass grading activities are conducted counting towards this requirement); or In the event of Developer's failure to commence construction within the one hundred eighty (180) day time period referenced above, or to furnish to the City an SIA within the one hundred twenty (120) day time period referenced above, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period or one hundred twenty (120) day period (as applicable) described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the P&S Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($ 801,3 5 8.00) less the sum of (i) Agency's costs of sale, including but not limited to Agency's escrow costs, real estate commissions, attorney fees incurred to negotiate and draft the P&S Agreement, and other costs under Section 12.2 of the P&S Agreement; and (ii) Agency's escrow costs and transaction fees to repurchase the Site in accordance with this Option Agreement. Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, 882/015610-0043 _ 551739.01 a10/21/04 -3 however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the P&S Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, (i) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Amended and Restated Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days, and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) by January 31, 2007, subject to Sections 4(b) and 4(h) below (the "Completion Deadline"); or (ii) Developer fails to comply with the provisions of Section 8(b), (c) or (d) of the P&S Agreement within the time periods specified in said subsections. In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, or to timely comply with the provisions of Section 8(b), (c), or (d) of the P&S Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline or the deadline for completing the obligations in Section 8(b), (c), or (d) (as applicable) ("Repurchase Option II Period"). 882/015610-0043 551739.01 a10/21/04 4 (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of: (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless 982/015610-0043 551739.01 a10/21/04 -5- Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a 882/015610-0043 551739.01 a10/21/04 6 determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the P&S Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow 882/015610-0043 551739.01 a10/21/04 -7- shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the P&S Agreement. In the event of Developer's transfer of the Site in violation of the P&S Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the P&S Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the P&S Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section 1(b) of this Amended and Restated Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Amended and Restated Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any 882/015610-0043 551739.01 a10/21/04 -8- subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the. contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the P&S Agreement, as applicable (with each of (i) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Amended and Restated Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Amended and Restated Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations 882/015610-0043 551739.01 a10/21/04 -9- for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences construction of the Project and furnishes to the City a fully secured SIA (the "Repurchase Option I Obligations") and Agency has not exercised Repurchase Option I, Agency shall execute and record a termination of Repurchase Option I within three (3) business days after Developer's satisfaction of the Repurchase Option I Obligations, as determined by the City. In the event Developer completes construction of the Project and Agency has not exercised Repurchase Option II or Repurchase Option III, Agency shall execute and record a termination of this Amended and Restated Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Amended and Restated Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty. (30) days following the commencement of the 882/015610-0043 551739.01 a10/21 /04 -1 �- cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Amended and Restated Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate this Amended and Restated Option Agreement to Developer's construction loan, provided that (i) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (ii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, and (B) communicate with the lender regarding the noticed breach or default. 5. Notices Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin With a copy to: Best Best & Krieger, LLP 74-760 Highway 111, Suite 200 Indian Wells, California 92210 Attn: Daniel E. Olivier, Esq. 882/015610-0043 551739.01 a10/21/04 -11- Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency's Option to Acquire Plans If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum; Attorney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Amended and Restated Option Agreement. This Amended and Restated Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Amended and Restated Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended and Restated Option 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. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Amended and Restated Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Amended and Restated Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable 892/015610-0043 551739.01 a10/21/04 -12- attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Amended and Restated Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Amended and Restated Option Agreement or use of the Site. 10. Interpretation The terms of this Amended and Restated Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Amended and Restated Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Amended and Restated Option Agreement. 11. Entire Agreement This Amended and Restated Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Amended and Restated Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 12. Counterparts This Amended and Restated Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Amended and Restated Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 882/015610-0043 -13- 551739.01 a10/21/04 13. Severability In the event any section or portion of this Amended and Restated Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Amended and Restated Option Agreement. IN WITNESS WHEREOF, the parties have executed this Amended and Restated Option Agreement as of the date first above written. �� �� Date. 2004 , IS cretary APPROVED AS TO FORM: RUT TUC R LP V fgencyrneys for a La Quinta Re elopment "DEVELOPER" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., alifo 'a corporation Its: By: Ilkze-� Michae ovlin Its: President "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a p o , corporate an po ' By:� • Executive Director 882/015610-0043 -14- 551739.01 a10/21/04 STATE OF CALIFORNIA } ) ss COUNTY OF On 1D IQ-% �amt% , before me, personally appeared•a-�-9- 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. PMYC,US MAWY' Cortxmis m # 1376M Nott�ry �trbNC - CaNidr>io Rwerode cow ty 16. [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF W� L. JP. ) Notary Public On I O I (Q-el o 4 , before personally appeared personally known 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. PMrl�taS MANI.E'Y came rNMgn 01376M 1**PY PUM . Gditroo Rklerwe cow,ty C MM. E>�ires Oct 16 2006 [SEAL] �S L Notary Public 882/015610-0043 -15 - 551739.01 a10/21/04 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [See Following Page] 882/015610-0043 551739.01 a10/21/04 -16- Real property in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 000 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 890 51' 43" E A DISTANCE OF 1,114.87 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SOUTHEAST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO.2000-090257 OF OFFICIAL RECORDS; THENCE N 00' 18'58" W ALONG THE EASTERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 580.16 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN THE DEED RECORDED AUGUST 17, 1995 AS INSTRUMENT NO.271345 OF OFFICIAL RECORDS; THENCE S 890 51' 54" E ALONG SAID NORTHERLY LINE A DISTANCE OF 872.17 FEET TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 660.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE S 000 13' 48" E ALONG SAID WESTERLY LINE A DISTANCE OF 1050.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48; THENCE N 89' 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 710.49 FEET TO A POINT BEING POINT "A" IN THE DEED FROM THE LA QUINTA REDEVELOPMENT AGENCY RECORDED CONCURRENTLY HEREWITH; THENCE N 000 40 41 E A DISTANCE OF 264.42; THENCE N 89' 51' 43" W A DISTANCE OF 178.53 FEET; THENCE N 00' 08' 22" E A DISTANCE OF 199.67 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SPANOS PROPERTY; THENCE S890 51' 43" E A DISTANCE OF 12.17 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY WATER DISTRICT BY DEED RECORDED NOVEMBER 2, 1999 AS INSTRUMENT NO. 1999-482503 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 882/015610-0043 524749.01 a07/19/04 COMMERCETITLE FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director DOC to 2004-08621?8 10/29/2004 08:00A Fee:55.00 Page 1 of 17 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk & Recorder M S U PAGE SIZE DA PCOR NOCOR SMF MISC. A I R L COPY LONG REFUND NCHG EXAM AMENDED AND RESTATED OPTION AGREEMENT SUBORDINATED D NOTICE: This AMENDED AND RESTATED OPTION AGREEMENT contains a subordination clause which may result in your security interest in the property becoming subject to and of lower priority than the lien of some other or later security instrument. THIS AMENDED AND RESTATED OPTION AGREEMENT ("Amended and Restated Option Agreement") is made this clay of (the "Effective Date"), by SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. On or about January 22, 2003, Developer and the Agency entered into an Affordable Housing Agreement ("Original Affordable Housing Agreement"), pursuant to which (i) Agency conveyed to Developer that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"); and (ii) Developer agreed to construct on the Site a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project"), all as more particularly described in the Original Affordable Housing Agreement. The Site is legally described in Exhibit "A", which is attached hereto and incorporated herein by this reference. B. The Original Affordable Housing Agreement requires, among other terms, that Developer grant to Agency an option to repurchase the Site from Developer if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if Developer transfers the Site in violation of the terms of the Original Affordable Housing Agreement, all as more particularly described therein. Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original Affordable Housing Agreement as Attachment No. 7 (the "Original Option Agreement"). 882/015610-0043 551743.02 a10/21/04 -1- C. On or about June 22, 2004, and prior to Agency's conveyance of the Site to Developer, the Agency and Developer amended the Original Affordable Housing Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement ("Amendment No. 1") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original Affordable Housing Agreement). The Original Affordable Housing Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Affordable Housing Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". D. On or about July 21, 2004 (the "Closing Date"), Agency conveyed to Developer the Site and Developer and Agency executed and recorded against the Site, in the Official Records of the County of Riverside, as Instrument No. 2004-0565213, the Amended Option Agreement. E. Agency and Developer have, concurrently with the execution hereof, entered into that certain Amendment No. 2 to Affordable Housing Agreement ("Amendment No. 2") to further revise the provisions related to the Project Entitlements, and to revise the subordination provisions set forth in the Amended Option Agreement. The Amended Affordable Housing Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "Affordable Housing Agreement". To effect the revisions set forth in Amendment No. 2, Developer and Agency now desire to replace the Amended Option Agreement, in its entirety, with this Amended and Restated Option Agreement. All defined terms used herein shall have the same meaning as set forth in the Affordable Housing Agreement unless otherwise stated. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Affordable Housing Agreement, (i) Agency and Developer hrereby agree that the Amended Option Agreement is replaced, in its entirety, by this Amended and Restated Option Agreement; and (ii) Developer hereby grants to Agency the following repurchase options: 1. Repurchase Option I - Failure to Commence Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option I") if Developer fails to (i) commence construction of the Project within one hundred eighty (180) days after the Closing Date, subject to Sections 4(b) and 4(h) below; or (ii) furnish to the City of La Quinta, within one hundred twenty (120) days after the Closing Date, a fully secured and executed Subdivision Improvement Agreement ("SIA") in the form currently used by the City guaranteeing the construction of all on and off -site improvements required in connection with the Project, in accordance with the Conditions of Approval for Tentative Tract Map 31311, which was approved by the City pursuant to City Council Resolution 2003-112, adopted on November 18, 2003. For the purposes of this Amended and Restated Option Agreement, Developer shall have "commenced construction of the Project" at the time Developer has completed all of the following: (1) obtained all necessary bonds and permits to complete the mass grading of the 882/015610-0043 551743.02 a10/21/04 -2- Site; (2) completed all necessary pre -grading activities, including, but not limited to, fencing and watering the Site; and (3) conducted mass grading activities on the Site for a minimum of fifteen (15) days (with only those days where actual and continuous mass grading activities are conducted counting towards this requirement); or In the event of Developer's failure to commence construction within the one hundred eighty (180) day time period referenced above, or to furnish to the City an SIA within the one hundred twenty (120) day time period referenced above, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the expiration of the one hundred eighty (180) day period or one hundred twenty (120) day period (as applicable) described above ("Repurchase Option I Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option I by giving written notice to Developer ("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option I Period. Failure of Agency to exercise the Repurchase Option I shall constitute a waiver by Agency of its exercise of this Repurchase Option I only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option I Agency's repurchase price for the Site ("Repurchase Option I Repurchase Price") shall be Developer's Purchase Price for the Site ($1.00). Within five (5) business days after Agency has exercised Repurchase Option I, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option I Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to Agency's approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 1(b) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA policy of title insurance. In the event the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such 882/015610-0043 _ 551743.02 a10/21/04 -3 indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees. Developer shall pay for documentary tax stamps, recording fees, and for an ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. (Agency shall pay the portion of the title insurance premium attributable to any extra or extended coverages or if the amount of insurance requested by Agency is higher than the Repurchase Option I Repurchase Price.) Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option I to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 2. Repurchase Option II - Failure to Continuously Proceed With or Complete Construction Developer hereby grants to Agency an exclusive option to repurchase the Site ("Repurchase Option II") if, (i) after commencement of construction, Developer fails to continuously proceed with, and complete, construction of the Project on the Site (for purposes of this Amended and Restated Option Agreement, "continuously proceed with construction" shall be defined as construction that is interrupted, if at all, for periods of no longer than ninety (90) days, and "completion of construction of the Project" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy for the Project) by January 31, 2007, subject to Sections 4(b) and 4(h) below (the "Completion Deadline"); or (ii) Developer fails to comply with the provisions of Section 305(b), (c) or (d) of the Affordable Housing Agreement within the time periods specified in said subsections. In the event of Developer's failure to continuously proceed with, or to complete, construction of the Project by the Completion Deadline, or to timely comply with the provisions of Section 305(b), (c), or (d) of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days following the Completion Deadline or the deadline for completing the obligations in Section 305(b), (c), or (d) (as applicable) ("Repurchase Option II Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option II by giving written notice to Developer, in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option II Period. Failure of Agency to exercise the Repurchase Option II shall constitute a waiver by Agency of Developer's breach of its obligation to timely complete construction. Any Agency waiver as described in the preceding sentence shall not be 882/015610-0043 _ 551743.02 a10/21/04 deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Determination of Repurchase Price - Repurchase Option II Agency and Developer shall comply with the following terms and provisions to determine Agency's repurchase price for the Site ("Repurchase Option II Repurchase Price"), the escrow for the reconveyance, and other matters therein discussed: (1) Within ten (10) days after Agency's exercise of Repurchase Option II, Developer shall deliver to Agency a list of improvements, if any, constructed by Developer on the Site that are usable for the purposes for which the Site was conveyed to Developer ("Site Improvements"). (2) Developer, within fifteen (15) days after submission of the list of Site Improvements to Agency, shall deliver to Agency a statement of Developer's costs for each of the Site Improvements ("Statement of Costs"). (3) After Agency's receipt of the Site Improvements list and the Statement of Costs, Agency and Developer shall consult with each other in good faith the purpose of arriving at an agreement concerning the Site Improvements that are usable to Agency ("Usable Improvements") and the costs for those Usable Improvements. Developer agrees that the final determination of which of the Site Improvements are Usable Improvements shall be made by Agency in its sole discretion. The Site Improvements that are not included within the list of Usable Improvements shall be deemed "Unusable Improvements." The "Cost of the Usable Improvements" shall be the lesser of (a) an amount equal to Developer's construction costs actually incurred as of the date of Agency's exercise of Repurchase Option II ("Construction Cost Percentage"), as verified by Developer's provision of all information pertaining to its cost of construction for the Project on the Site up to the date of Agency's exercise of Repurchase Option II, including construction contracts, invoices, and such other information and documents reasonably required by Agency to verify the Construction Cost Percentage; or (b) a cost mutually determined by Agency or Developer, or in the event Agency and Developer cannot arrive at a mutually agreeable determination of costs for the Usable Improvements, the cost shall be defined as the costs as listed in Developer's Statement of Costs unless Agency, in its sole discretion and at Agency's cost, obtains a written appraisal of the fair market value of the Usable Improvements from an independent and qualified MAI appraiser ("Agency's Usable Improvements Appraisal"). If Agency, in its sole discretion, decides to use Agency's Usable Improvements Appraisal as a basis for a portion of the Repurchase Price as described below, Agency shall provide a copy of 882/015610-0043 551743.02 a10/21/04 -5- the Agency's Usable Improvements Appraisal to Developer and the following shall apply: (i) If Developer does not agree with Agency's Usable Improvement Appraisal, Developer shall notify Agency in writing within five (5) business days of receipt thereof. Within thirty (30) days thereafter, Developer, at its cost, shall deliver to Agency a written appraisal of the fair market value of the Usable Improvements prepared by an independent and qualified MAI appraiser ("Developer's Usable Improvements Appraisal"). (ii) If Developer fails to deliver Developer's Usable Improvements Appraisal to Agency within the time provided, Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iii) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is lower than Agency's Usable Improvements Appraisal, then Developer's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (iv) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, but less than or equal to five percent (5%) higher, the average of Developer's Usable Improvements Appraisal and Agency's Usable Improvements Appraisal shall constitute the final and binding determination of the fair market value of the Usable Improvements. (v) If Developer delivers Developer's Usable Improvements Appraisal to Agency within the time provided, and such Developer's Usable Improvements Appraisal is higher than Agency's Usable Improvements Appraisal, and is more than five percent (5%) higher, Agency and Developer shall appoint, and shall share the cost of, a third independent and qualified MAI appraiser who shall perform a review appraisal and shall render a determination of the fair market value of the Usable Improvements, which value cannot be higher than the amount of Developer's Usable Improvements Appraisal. If Agency and Developer cannot agree on a third appraiser, then an amount equal to twenty-five percent (25%) of the difference between Agency's and Developer's Usable Improvements Appraisals shall be added 882/015610-0043 551743.02 a10/21/04 -6- to Agency's Usable Improvements Appraisal and that sum shall constitute the final and binding determination of the fair market value of the Usable Improvements. Agency's Repurchase Option II Repurchase Price for the Site shall be the sum of (i) and (ii): (i) the Repurchase Option I Repurchase Price; and (ii) the lesser of (A) the Cost of Usable Improvements (if any) or (B) the fair market value of Usable Improvements (if any) determined as set forth hereinabove. Within five (5) days after Agency has exercised Repurchase Option II, or as soon thereafter as reasonably practicable, an escrow shall be opened with an escrow company selected by Agency for the reconveyance of the Site to Agency. Agency shall deposit the Repurchase Option II Repurchase Price in escrow not later than one (1) business day prior to the anticipated close of escrow date. The escrow shall be subject to approval of a then -current preliminary title report and, at Agency's option, environmental and other site testing. Any monetary lien(s) or encumbrance(s) shown on such preliminary title report that is (are) created concurrent with or after the Close of Escrow that conveyed the Site from Agency to Developer shall be removed by Developer at its sole expense prior to the close of escrow pursuant to this Section 2(c) unless such exception(s) is (are) accepted by Agency in its sole discretion; provided, however, that Agency shall accept the following exceptions to title: (i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation of the Grant Deed to the Site (Attachment No. 5 to the Affordable Housing Agreement); and (iii) matters shown as printed exceptions in the standard form ALTA owner's policy of title insurance. In the event the Site or any portion thereof is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally instruct the escrow agent to satisfy the indebtedness secured thereby out of the proceeds payable to Developer through the foregoing escrow. Any additional amount necessary to satisfy such indebtedness shall be paid by Developer. Agency and Developer shall each pay one-half (1 /2) of the escrow fees; provided, however, that Agency shall deduct its share from the price paid to Developer to repurchase the Site, as described above. Developer shall pay for documentary tax stamps, recording fees, and for a ALTA standard form owner's policy of title insurance in the amount of the Repurchase Option II Repurchase Price showing title vested in Agency free and clear of all liens and encumbrances except those permitted by this paragraph. Any other costs and expenses shall be allocated between the parties in the manner customary for a commercial property conveyance in Riverside County. Agency shall have thirty (30) days after exercise of the Repurchase Option II, to enter upon the Site to conduct any tests, inspections, investigations, or studies of the condition of Site. Developer shall permit Agency access to the Site for such purposes. Agency shall indemnify, defend, and hold harmless Developer and its officers, directors, shareholders, employees, agents, and representatives from and against all claims, liabilities, or damages, and including expert witness fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or investigatory activity on the Site. Escrow shall close promptly after acceptance by Agency of the condition of title and the physical and environmental condition of the Site. 3. Repurchase Option III - Transfer of the Site Developer hereby grants to Agency an exclusive option to repurchase the Site (Repurchase Option III) if, prior to the time Agency issues a Certificate of Completion for the 882/015610-0043 551743.02 a10/21/04 -7- Project, Developer transfers or suffers an involuntary transfer of the Site in violation of the terms of the Affordable Housing Agreement. In the event of Developer's transfer of the Site in violation of the Affordable Housing Agreement, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option for a period of ninety (9U) days following the transfer that gives rise to Agency's option under this Section ("Repurchase Option III Period"). (a) Exercise of Option Agency shall exercise the Repurchase Option III by giving written notice to Developer ("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Amended and Restated Option Agreement, prior to the expiration of the Repurchase Option III Period. Failure of Agency to exercise the Repurchase Option III shall constitute a waiver by Agency of its exercise of this Repurchase Option III only, and shall not constitute a waiver by Agency of any remedies it may have under the terms of the Affordable Housing Agreement or of any other agreement for Developer's failure to timely commence construction (as defined herein or as such term may be defined in any other agreement). Any Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions of the Affordable Housing Agreement. (b) Repurchase Price and Escrow - Repurchase Option III Agency's repurchase price for the Site ("Repurchase Option III Repurchase Price") shall be as follows: (i) In the event Developer has not yet commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as set forth in Section 1(b) of this Amended and Restated Option Agreement. (ii) In the event Developer has commenced construction of the Project at the time Agency exercises its Repurchase Option III, Agency's Repurchase Option III Repurchase Price shall be the Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Amended and Restated Option Agreement. 4. Additional Terms Applicable to the Repurchase Options The following additional terms shall apply to Repurchase Option I, Repurchase Option II, and Repurchase Option III, as applicable: (a) The Repurchase Option I, Repurchase Option II, and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any subordination by Agency in accordance with paragraph (i) below, shall be binding upon the successors and assigns of Developer. (b) Notwithstanding anything herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III until Agency has provided a written notice to Developer regarding (i) Developer's failure to commence, continuously 882/015610-0043 551743.02 a10/21/04 -8- proceed with, or complete, construction of the Project, or (ii) Developer's transfer of the Site in violation of the Affordable Housing Agreement, as applicable (with each of (1) and (ii) above referred to hereinafter as an "Option Triggering Event"), and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or remedied such Option Triggering Event, or, for those Option Triggering Events that cannot reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct or remedy such Option Triggering Event within said sixty (60) day period, and diligently prosecute the same to completion. (c) Agency shall have sixty (60) days after exercising Repurchase Option I (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option I Repurchase Price is the applicable repurchase price for the Site) to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment to close escrow, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (d) Agency shall have until the later of (i) sixty (60) days after exercising Repurchase Option II (or Repurchase Option III if Agency exercises Repurchase Option III and the Repurchase Option II Repurchase Price is the applicable repurchase price for the Site), or (ii) thirty (30) days after the determination of the purchase price pursuant to Section 2(b) of this Amended and Restated Option Agreement (whether said purchase price is the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price), to deliver to Developer a written commitment to close escrow, and escrow shall close no later than ninety (90) days after Agency's notice of commitment, unless an extension to any of the foregoing time periods is/are required due to a delay not the fault of Agency, or the parties, each in its sole discretion, mutually agree to extend one or both of such periods (e) In the event that, at the time Agency exercises Repurchase Option II or Repurchase Option III Developer has obtained a Certificate of Completion from the City for one or more of the lots that comprise the Site, (i) the provisions of this Amended and Restated Option Agreement shall apply only to that portion of the Site for which Certificates of Completion have not been issued ("Uncompleted Portion of the Site") and any calculations for determining the Repurchase Option II Repurchase Price or the Repurchase Option III Repurchase Price shall be based solely upon the Uncompleted Portion of the Site, and (ii) Developer agrees to cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Site from the completed portions of the Site (those portions of the Site for which Certificates of Completion have been issued). 882/015610-0043 551743.02 a10/21/04 _9_ (f) Notwithstanding any covenant, term, or provision in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I, Repurchase Option II, or Repurchase Option III, or once exercised, to close escrow. Agency shall not be liable to Developer for any costs incurred by Developer occasioned by Agency's decision not to close escrow. (g) In the event Developer commences construction of the Project and furnishes to the City a fully secured SIA (the "Repurchase Option I Obligations") and Agency has not exercised Repurchase Option I, Agency shall execute and record a termination of Repurchase Option I within three (3) business days after Developer's satisfaction of the Repurchase Option I Obligations, as determined by the City. In the event Developer completes construction of the Project and Agency has not exercised Repurchase Option II or Repurchase Option III, Agency shall execute and record a termination of this Amended and Restated Option Agreement within fifteen (15) business days after the final and permanent Certificate of Occupancy is issued by the City. (h) Notwithstanding anything to the contrary herein, in addition to specific provisions of this Amended and Restated Option Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; 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; acts of the other party; acts or the failure to act of a public or governmental agency or entity (except that acts or the failure to act of Agency shall not excuse performance by Agency unless the act or failure is caused by the acts or omissions of Developer); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. In the event of such a delay (herein "Enforced Delay"), the party delayed shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice by the party claiming such extension is sent to the other party within thirty (30) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing for the Project, (ii) Developer's failure to negotiate agreements with prospective tenants or users for the Project, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Amended and Restated Option Agreement may also be extended by mutual written agreement by 882/015610-0043 551743.02 a10/21/04 -10- Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (i) Subordination. The Agency agrees to subordinate Repurchase Option II and Repurchase Option III to Developer's construction loan, provided that (i) the maximum cumulative principal amount of the construction loan shall not exceed ninety percent (90%) of the lender's appraised value of the Site upon completion of the Project, which amount shall be verified in writing to Agency Executive Director's reasonable satisfaction; (ii) the loan(s) shall obligate Developer to expend loan proceeds for no other purpose than the Project; and (iii) the loan(s) shall provide that any notice of a Developer breach or default shall also be sent to the Agency at the address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to (A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach or default, and (C) purchase the Site from Developer subject to the construction lender's deed of trust, without the. consent of Developer or the holder of the construction lender's deed of trust, and that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right on the part of the lender to accelerate the amounts due under the loan. 5. Notices Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, California 92626 Attn: M. Katherine Jenson, Esq. To Developer: Santa Rosa Development, Inc. 71084 Tamerisk Lane Rancho Mirage, CA 92270 Attn: Michael Shovlin 882/015610-0043 551743.02 al0/21 /04 -11- With a copy to: Best Bost & Krieger, LLP 74-760 Highway 111, Suite 200 Indian `Wells, California 92210 Attn: Daniel E. Olivier, Esc}. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in 'the same manner to such other addresses as either party may from time to time designate by mail. 6. Agency's Option to Acquire Plays If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option III in accordance with this Agreement, at the Option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of the Developer's right to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating ;to the construction of the Project on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency understands and agrees that the assignment to Agency under this Section 6 is subject and subordinate to any assignment which Developer may make to a lender providing financing for the Project, and Agency agrees to execute any documents required by such lender acknowledging and effectuating such subordination of Agency's rights in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 7. Applicable Law and Forum, At!grney's Fees The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Amended and Restated Option Agreement. This Amended and Restated Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Amended and Restated Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended and Restated Option 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. Service of process on Agency shall be made in the manner required by law for service on a 882/015610-0043 -12- 551743.02 a10/21/04 public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. If either party to this Amended and Restated Option Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Amended and Restated Option Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, retaining expert witnesses, and all other necessary costs the court allows which are incurred in such litigation. 8. Nonliability of Agency Officials and Employees No officer, official, employee, agent, or representative of Agency shall be personally liable to Developer or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for breach of any obligation of the terms of this Amended and Restated Option Agreement. 9. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Amended and Restated Option Agreement or use of the Site. 10. Interpretation The terms of this Amended and Restated Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Amended and Restated Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Amended and Restated Option Agreement. 11. Entire Agreement This Amended and Restated Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Amended and Restated Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 882/015610-0043 551743.02 a10/21/04 -13- 12. Counterparts This Amended and Restated Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Amended and Restated Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 13. Severability In the event any section or portion of this Amended and Restated Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Amended and Restated Option Agreement. IN WITNESS WHEREOF, the parties have executed this Amended and Restated Option Agreement as of the date first above written. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michae Shovlin Its: President "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a pu is bo y, corporate;, of By: Executive Director ATTEST: Ag nc cretary APPROVED AS TO FORM: � 77E� LL -- Attorneys tor the La Qiiinta Redevelopment Agency 882/015610-0043 551743.02 a10/21/04 -14- STATE OF CALIFORNIA ) )SS COUNTY OF On 1 o�a-$ a�D , before me, personally appeared s!� - Sk &' R' -> 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. RWLs MAKEY Carrion # 1Ml9tld Nowy P+ci sc • d0owdo county [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF �►ww.� ) Notary Publi On 1 -%-I (�-% I a.piD , before me, personally appeared Qh aevv a.� 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. i .,, . •Public • • :�� 882/015610-0043 -15- 551743.02 a10/21/04 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [See Following Page] 882/015610-0043 551743.02 a10/21/04 -16- Real property in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00' 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 890 51 43 E A DISTANCE OF 55.00 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET, SAID POINT BEING THE POINT OF BEGINNING, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000, AS INSTRUMENT NO. 2000-090257 OF OFFICIAL RECORDS; THENCE CONTINUING S 890 51' 43" E ALONG THE SOUTHERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 1,047.70 FEET TO A POINT LYING N 89 DEGREES 51'43" W A DISTANCE OF 12.17 FEET FROM THE SOUTHEAST CORNER OF SAID SPANOS PROPERTY; THENCE S 00' 08' 22" W A DISTANCE OF 199.67 FEET; THENCE S 890 51' 43" E A DISTANCE OF 178.53 FEET; THENCE S 000 40' 41" W A DISTANCE OF 264.42 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48, SAID POINT BEING POINT "A" HEREIN; THENCE N 890 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 759.76 FEET; THENCE N 870 36' 11" W A DISTANCE OF 300.10 FEET; THENCE N 890 19' 24" W A DISTANCE OF 137.88 FEET; THENCE N 440 49' 57" W A DISTANCE OF 32.24 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET. THE PREVIOUS THREE COURSES BEING ALONG THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 PER DOCUMENT RECORDED APRIL 17, 1997, AS INSTRUMENT NO. 130188 OF OFFICIAL RECORDS; THENCE N 000 20' 08" W ALONG SAID EASTERLY RIGHT OF WAY LINE OF ADAMS STREET LYING PARALLEL WITH AND 55.00 FEET EAST OF THE WEST LINE OF SECTION 29 A DISTANCE OF 421.01 FEET TO THE POINT OF BEGINNING. 882/015610-0043 524751.01 207/19/04 SUBORDINATION The undersigned is the optionee under that certain Amended and Restated Option Agreement dated October 28, 2004, recorded on October 29, 2004, as Instrument No. 862178, in the Official Records of Riverside County, California ("Option Agreement"). The undersigned hereby consents to the within Master Declaration of Covenants, Conditions and Restrictions for Watercolors at La Quinta Homeowners Association and subordinates its option rights under the Option Agreement to the provisions of the within Master Declaration of Covenants, Conditions and Restrictions for Watercolors at La Quinta Homeowners Association and the restrictions defined therein. La QUINTA REDEVELOPMENT AGENCY a public body, corporate and public [j 1 Its: tilr 111 v • ♦ a�a�ai v State of California County of Riverside On September 9, 2005 before me Regenia Hensley , personally appeared 9Aea^�•*i�P n;rp�tor of the La Quinta Redevelopment Agency, a public body, corporate and public, personally known to me/proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/g1w executed the same in his,,= authorized capacity, and that by hislua 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. Not ublic Place Notary Seal Above C:\WINDOWS\Temporary Internet Files\OLK5\Subordination Agreement to Master CCRs for 48th and Adams (Affordable)_v LDOC SUBORDINATION The undersigned is the optionee under that certain Amended and Restated Option Agreement dated October 28, 2004, recorded on October 29, 2004, as Instrument No. 862178, in the Official Records of Riverside County, California ("Option Agreement"). The undersigned hereby consents to the within Reciprocal Easement and Cost Sharing Agreement for Watercolors at La Quinta Homeowners Association and subordinates its option rights under the Option Agreement to the provisions of the within Reciprocal Easement and Cost Sharing Agreement for Watercolors at La Quinta Homeowners Association and the restrictions defined therein. State of California County of Riverside La QUINTA REDEVELOPMENT AGENCY a public body, corporate and public By: , Its:vy— A l T,'IkT/1%MIT T'i "f1X4Ti 1VT X1t A- I On September 9, 2005 , before me Regenia Hensley , personally appeared THOMAS P GENMSE , Executive Director of the La Quinta Redevelopment Agency, a public body, corporate and public, personally known to me/proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/Am executed the same in hiss authorized capacity, and that by his/hff 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. Place Notary Seal Above C:\WINDOWS\Temporary Internet Files\OLK5\Subordination Agreement for Reciprocal Easement and Cost Sharing Agreement_v1.DOC COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DCC # 2006-0409964 06/06/2006 08:00A Fee:NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 MS U PAGE SIZE uv MISC. A R L COPY LONG REFUND NCHG EXA PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into th-Is5tilay c•f�lyo-e— , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-815 Soft Moonlight, and at 79-355 and 79-315 Rose Dawn, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part ? Iercof, and thc- covenants and promi::?s hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 715383.01 a05/31/06 T YS covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: , 2006 ATTEST: 01 Age y S�cretaryy APPROVED AS TO FORM: RUTAP4 & TUCKER, LLP Aitorneys for the La Quinta Redevelopment Agency Date: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") By: Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation 2006 By: _:...._ Michael Shovl�n Its: President 882/015610-0043 _ 715383.01 a05/31/06 —� STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On .� DUB before me /%-/a-r% personally 74��111 C., appeared IZ—Sy 4LL>1r-1 ' personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/ate subscribed to the within instrument and acknowledged to me that he/she,� executed the same in his/kor-4 - authorized capacity(ies), and that by his/her44eir 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. otary Public [SEAL] STATE OF CALIFORNIA ss. COUNTY OF RIVERSIDE MAC a^e. A1y./ r . ' 8 �,Jme, personally On .,v before appeared personally known to me (t e- me --on--the, basis- o-f _ satisfactory -evidence) to be the person(4) whose name(;) is/ale subscribed to the within instrument and acknowledged to me that he/she/tl*y executed the same in his/h /thdir authorized capacity(ig�), and that by his/h'er/their signature(g-)_ on the instrument the person(X)_ or the entity upon behalf of which the person(4) acted, executed the instrument. Witness my hand and official seal. JCWX VAN of COM Cmmk*m #E 1492564 pubNc • Cagfomb i NOOMY �= Rids Co�►N Nary ` ublic [ MVc"=. Expires Mo'V29' 2008 882/015610-0043 715383.01 a05/31/06 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary JOYCE VAN DE COTTE COMMISSION # 1492564 Date Commission Expires MAY 29 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date June 5, 2006 r COMMONWEALTH LAND TITLE COMPANY ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date June 5, 2006 COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 15, 33, AND 37 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 715383.01 a05/31/06 PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: OOC # 2004-0014425 12/16/2004 08:00A Fee:28.00 Page 1 of 8 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk $ Recorder wwwl mum=== MUMMIMMMMMM, MMMIMMMMM !M1712 Mw01MM===E= It ("�M 0-yl Title of Document �\-`IA i VWX UE� OE O.NLY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3:00 Additional Recording Fee Applies) ACR 238-02 (REV 03/02) REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attn: Executive Director . M S U PAGE SIZE DA PCOR NOCOR SMF MISC. A R L COPY LONG i REFUND I NCHG EXAM Exempt From Recording Fee Pursuant to Government Code § 27383 TERMINATION OF REPURCHASE OPTION I This TERMINATION OF REPURCHASE OPTION I ("Termination") is made and entered into thisPday of M QyIM bDQ (, 2004 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about January 22, 2003, Developer and the Agency entered into an Affordable Housing Agreement ("Original Affordable Housing Agreement"), pursuant to which (i) Agency conveyed to Developer the Property; and (ii) Developer agreed to construct on the Property a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project"), all as more particularly described in the Original Affordable Housing Agreement. C. The Original Affordable Housing Agreement requires, among other terms, that Developer grant to Agency an option to repurchase the Property from Developer if Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if Developer transfers the Property in violation of the terms of the Original Affordable Housing Agreement, all as more particularly described therein. Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original Affordable Housing Agreement as Attachment No. 7 (the "Original Option Agreement"). D. On or about June 22, 2004, and prior to Agency's conveyance of the Property to Developer, the Agency and Developer amended the Original Affordable Housing Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement ("Amendment No 1"). The Original Affordable Housing Agreement, as amended by Amendment No. 1, is 882/015610-0043 557106.01 all/11/04 T hereinafter referred to as the "Amended Affordable Housing Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". E. On or about July 21, 2004, Agency conveyed to Developer the Property and Developer and Agency executed and recorded against the Property, in the Official Records of the County of Riverside, as Instrument No. 2004-0565213, the Amended Option Agreement. F. On or about October 28, 2004, Agency and Developer, entered into (i) that certain Amendment No. 2 to Affordable Housing Agreement ("Amendment No. 2"); and (ii) that certain Amended and Restated Option Agreement, recorded on October 29, 2004, as Instrument No. 862178, in the Official Records of the County of Riverside (the "Amended and Restated Option Agreement") which replaced, in its entirety, the Amended Option Agreement. The Amended Affordable Housing Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "Affordable Housing Agreement." G. Section 4(g) of the Amended and Restated Option Agreement requires the Agency to record a termination of "Repurchase Option I" in the event Developer commences construction of the Project and furnishes to the City of La Quinta a fully secured "SIA" (as those terms are defined in the Amended and Restated Option Agreement) and Agency has not exercised Repurchase Option I. H. Developer has commenced construction of the Project and has furnished to the City of La Quinta a fully secured SIA, and the Agency has not exercised Repurchase Option I. I. Developer and the Agency now wish to terminate Repurchase Option I. TERMINATION: ----------- In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. Repurchase Option I, as set forth in the Amended and Restated Option Agreement, is hereby terminated. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate "Repurchase Option II" or "Repurchase Option III" (as those terms are defined in the Amended and Restated Option Agreement), the Declaration of Covenants, Conditions and Restrictions for Property dated on or about July 21, 2004, recorded against the Property on July 21, 2004, as Instrument No. 565214, in the Official Records of the County of Riverside, or any covenants in the Affordable Housing Agreement that survived the closing pursuant to which Agency conveyed to the Developer the Property. 3. This Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 882/015610-0043 557106.01 all/11/04 -2- j IN WITNESS WHEREOF, the parties have executed this Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: 2004 By: Executive Director iM LO. N-12 7W-K I' APPROVED AS TO FORM: RU & TU KER., LL tt me or the La Quinta Redeve ment Agency Date: //- 12-- , 2004 882/015610-0043 557106.01 a] 1/11/04 -3- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Mic Shov in Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On l l 'c'). eg) 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. 4MWMAWY CorrnWpn # 1376M Notary Publics, [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On fA b.- 1 � � before Iry e. --�-- appeared im %% C .�rI a � k �• S)r\ -7\4 "Yk Po\wyson, personally personally known to me 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] t�wr CarmWNon • l ili bulb NolaKy ^ueNc CaNfoirM� Alwnid. couMr 11&'*C4wm bow MP36• Not li 882/015610-0043 557106.01 all/11/04 -4- EXHIBIT "A" Legal Description Real property in the City of La Quintal County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00 ° 20' 08. W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 89 ° 51' 43. E A DISTANCE OF 1,114.87 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SOUTHEAST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO. 2000-090257 OF OFFICIAL RECORDS; THENCE N 00018' 58. W ALONG THE EASTERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 580.16 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN THE DEED RECORDED AUGUST 17, 1995 AS INSTRUMENT NO. 271345 OF OFFICIAL RECORDS; THENCE S 890 51' 54. E ALONG SAID NORTHERLY LINE A DISTANCE OF 872.17 FEET TO A POINT ON THE WESTERLY LINE OF THE EASTERLY 660.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE S 000 13' 48. E ALONG SAID WESTERLY LINE A DISTANCE OF 1050.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48; THENCE N 89° 19' 24. W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 710.49 FEET TO A POINT BEING POINT "A" IN THE DEED FROM THE LA QUINTA REDEVELOPMENT AGENCY RECORDED CONCURRENTLY HEREWITH; THENCE N 000 40' 41. E A DISTANCE OF 264.42; THENCE N 890 51' 43. W A DISTANCE OF 178.53 FEET; THENCE N 000 08' 22. E A DISTANCE OF 199.67 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SPANOS PROPERTY; THENCE S890 51' 43. E A DISTANCE OF 12.17 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY WATER DISTRICT BY DEED RECORDED NOVEMBER 2, 1999 AS INSTRUMENT NO. 1999-482503 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. I R01 /280730 Exhibit "A" - Page Government Code 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of notary: Commission No.: \�J \�y' D Date Commission expires: aLv I (v W-UL County: N P X S t6c - 0 Date: k U Government Code 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of notary: Commission No.: Date Commission expires: County: 0 Date: REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attn: Executive Director Exi DOC N 2004-0004SMS 11/15/2004 08:00A Fee:28.00 Page 1 of 8 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk & Recorder see ====M = MEN mmmmmm MEEMMMMM _0711, see mmmmm t TERMINATION OF REPURCHASE OPTION I This TERMINATION OF REPURCHASE OPTION I ("Termination") is made and entered into this 1,-.�"day of KJ()tip.,mbe_r—, 2004 ("Effective Date"), by and between 48th & ADAMS, LLC., a California limited liability company ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about January 22, 2003, Santa Rosa Development, Inc., a California corporation (the "Original Developer") and the Agency entered into an Agreement for Purchase and Sale and Escrow Instruction ("Original P&S Agreement"), pursuant to which (i) Agency conveyed to Developer the Property; and (ii) the Original Developer agreed to construct on the Property a single family residential development (the "Project"), all as more particularly described in the Original P&S Agreement. C. The Original P&S Agreement requires, among other terms, that the Original Developer grant to Agency an option to repurchase the Property from the Original Developer if the Original Developer fails to commence, continuously proceed with, or complete construction within certain specified time frames, or if the Original Developer transfers the Property in violation of the terms of the Original P&S Agreement, all as more particularly described therein. The Original Developer's grant to Agency of the aforementioned option was to be effected pursuant to an Option Agreement substantially in the form attached to the Original P&S Agreement as Exhibit "E" (the "Original Option Agreement"). D. On or about June 22, 2004, and prior to Agency's conveyance of the Property to the Original Developer, the Agency and the Original Developer amended the Original P&S Agreement and the Original Option Agreement by that certain Waiver and Replacement of Conditions for Closing for the Purchase and Sale Agreement and for the Option Agreement ("Amendment No. 1"). The Original P&S Agreement, as amended by Amendment No. 1, is 882/015610-0043 556845.02 all/11/04 hereinafter referred to as the "Amended P&S Agreement" and the Original Option Agreement, as amended by Amendment No. 1, is hereinafter referred to as the "Amended Option Agreement". E. On or about July 21, 2004, Agency conveyed to the Original Developer the Property and the Original Developer and Agency executed and recorded against the Property, in the Official Records of the County of Riverside, as Instrument No. 2004-0565216, the Amended Option Agreement. F. On or about July 16, 2004, the Original Developer assigned all of its right, title and interest in and to the Amended P&S Agreement to the Developer. G. On or about October 28, 2004, Agency and Developer, entered into (i) that certain Amendment No. 2 to Agreement for Purchase. -and Sale and Escrow Instructions ("Amendment No. 2"); (ii) that certain this Amended and Restated Option Agreement, recorded on October 29, 2004, as Instrument No. 864273, in the Official Records of the County of Riverside (the "Amended and Restated Option Agreement") which replaced, in its entirety, the Amended Option Agreement. The Amended P&S Agreement, as amended by Amendment No. 2, is hereinafter referred to as the "P&S Agreement." H. Section 4(g) of the Amended and Restated Option Agreement requires the Agency to record a termination of "Repurchase Option I" in the event Developer commences construction of the Project and furnishes to the City of La Quinta a fully secured "SIA" (as those terms are defined in the Amended and Restated Option Agreement) and Agency has not exercised Repurchase Option I. I. Developer has commenced construction of the Project and has furnished to the City of La Quinta a fully secured SIA, and the Agency has not exercised Repurchase Option I. J. Developer and the Agency now wish to terminate Repurchase Option I. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. Repurchase Option I, as set forth in the Amended and Restated Option Agreement, is hereby terminated. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate "Repurchase Option II" or "Repurchase Option III" (as those terms are defined in the Amended and Restated Option Agreement) or any covenants in the P&S Agreement that survived the closing pursuant to which Agency conveyed to the Original Developer the Property. 3. This Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 882/015610-0043 556845.02 al1/11/04 -2- IN WITNESS WHEREOF, the parties have executed this Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: , 2004 By: ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TU KER, LLP A ey for the La Quinta Redevelop t Agency Date: 2004 882/015610-0043 556845.02 al1/12/04 -3- Executive Director SIGNED IN COUNTERPARr "DEVELOPER" 481h & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation Its: BY: Michael Shovlin Its: President IN WITNESS WHEREOF, the parties have executed this Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY (" gency") Date: 312004 By: Executive Director ATTEST: ency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: ��� 1 •�.�� , 2004 882/015610-0043 556845.02 a11/11/04 -3- SIGNED IN COUNTERPART" "DEVELOPER" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation Its: By: Micha Shov Its: President A-��- • M C.,�.� i 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. MANLY Notary Pjok - Cdifw-aO Public Rye County Notary MyComm.E>q�N�ea00,14, M [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On Ode before me, —'�i nSOA, personally appeared personally known to me (er mued to we an the haeis of satiefa-r+tory eyi.ae.. ee.), to be the i1V V/ 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. Not li [SEAL] (U j nr oN C4Mn 8dM r t at aef LVNolan pubft • ca "ft Rwrdodo county Mycor M #*p?b. 882/015610-0043 556845.02 a11/11/04 -4- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [To be inserted] Real property in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29 TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 29; THENCE N 00 ° 20' 08" W ALONG THE WEST LINE OF SECTION 29 SAID LINE ALSO BEING THE CENTERLINE OF ADAMS STREET A DISTANCE OF 507.11 FEET; THENCE S 89 ° 51' 43"E A DISTANCE OF 55.00 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET, SAID POINT BEING THE POINT OF BEGINNING, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF THE PROPERTY CONVEYED TO THE SPANOS CORPORATION BY DEED RECORDED MARCH 10, 2000, AS INSTRUMENT NO. 2000-090257 OF OFFICIAL RECORDS; THENCE CONTINUING S 890 51' 43" E ALONG THE SOUTHERLY LINE OF SAID SPANOS PROPERTY A DISTANCE OF 1,047.70 FEET TO A POINT LYING N 89 DEGEES 51- 43" W A DISTANCE OF 12.17 FEET FRON THE SOUTHEAST CORNER OF SAID SPANOS PROPERTY; THENCE S 000 08' 22" W A DISTANCE OF 199.67 FEET; THENCE S 890 51' 43" E A DISTANCE OF 178.53 FEET; THENCE S 000 40' 41" W A DISTANCE OF 264.42 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48, SAID POINT BEING POINT "A" HEREIN; THENCE N 89 ° 19' 24" W ALONG SAID NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 LYING PARALLEL WITH AND 55.00 FEET NORTH OF THE SOUTH LINE OF SECTION 29 A DISTANCE OF 759.76 FEET; THENCE N 870 36' 11" W A DISTANCE OF 300.10 FEET; THENCE N 890 19' 24" W A DISTANCE OF 137.88 FEET; THENCE N 440 49' 57" W A DISTANCE OF 32.24 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF ADAMS STREET. THE PREVIOUS THREE COURSES BEING ALONG THE NORTHERLY RIGHT OF WAY LINE OF AVENUE 48 PER DOCUMENT RECORDED APRIL 17, 1997, AS INSTRUMENT NO. 130188 OF OFFICIAL RECORDS; THENCE N 000 20' 08" W ALONG SAID EASTERLY RIGHT OF WAY LINE OF ADAMS STREET LYING PARALLEL WITH AND 55.00 FEET EAST OF THE WEST LINE OF SECTION 29 A DISTANCE OF 421.01 FEET TO THE POINT OF BEGINNING. EXHIBIT "A" 882/015610-0043 556845.02 al 1/11 04 Page I CERTIFICATION Under the provisions of Government Code 27361.71 certify tender the penalty of perjLIi-y that the following is a true copy of illegible wording found in. the attached document: (Print or type the page number(s) and wording below): 1 hy11�5 �'lcen��� 1 Dmg, P C-leoo�ks� Date: Signature: Government Code 27361.7 S. A I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of notary: _ Commission No.: Date Commission expires: ��� t U 0(0 County: LN I WL - am , I S-I-r) Date: Government Code 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of notary:0 Commission No.: Date Commission expires: County: Date: =o� JAN-3JO-2006 14:J9 Frorn: To:760 777 7107 P.2/8 Recording requested by and wben recorded return to: Daniel E. Olivier, Esq. 45-025 Manitou Drive, Suite 10 A 922t4 DOC # 2005r-1 D25342 12/13/2005 08:00A Fee:19.00 Page I of 5 Recorded in official Records County of Riversidc Larry U. Ward Asse-sor, County Clerk & Recorde1111111111111111111111111111111111111111111111111111111 r Indian Wells, C M S u vAC,C Slzz DA PCOR HOCOR SMF A R L DOPY LONG REFVND NCHG EXAM SUPPLEMENTAL D .�CLAItATYON OF COVENANTS, ('nNDiTiONS AND RESTRICTIONS AND ANNEXATION FOR PHASE 2 OF WATERCOLORS AT LA, Qj)�1-T—A MA HOMEOWNERS ,ASSOCIATION This Supplemental Declaration is made. by SANTA ROSA DEVELOPMENT, INC_, a California corporation ("Declarant") as of this !:� day of ,, 2005, RECITALS A. On September 13, 2005, Declarant executed a Master Declaration of Covenants, Conditions and Restrictions for 'Watercolors at La Quinta Horneowners Association ("Declaration"). The ]declaration was recorded September 20, 2005, as Instrument No. 2005- 0775292, Records of Riverside County, California, and is binding upon all Owners of Lots within the Project known as Watercolors at La Quinta ("the Project"). B. Declarant is the owner of additional real property ("Annexable Property") .in Riverside County, California, described as follows, 1 Residential Lots-. Lots 38 through 83, iuclusive, of Tract 31311, as shown by =p on file in Book 368 pages 21. through 25 of Maps, Records of Riverside County, California Common Area Lots: Lettered Lots E, F, I, J, K, L, M, N, O, P, H, JJ and NN of Tract 31311, as shown by map on file in Book 368 Pages 21 through 25 of Maps, Records of PUYeTside County, California. Pursuant to Article XV1I of the Declaration, Declarant now desires to add the Aunexable property to the property already subject to the Declaration as 'Fhase 2 of the Project. 1 C:\Decummts and SctfizLgy\lsorensoA\Local SettiogsUempomy Internet Files\OLKIFF\DCC5-RM-228658o3-Watercolors rt is Qwsita slipploaunW Dcclnrztion (Phast 2MOC JAN-30-2006 14:39 From: To:760 777 7107 P.3/8 DECLARANT TBEREFORE DECLARES AS FOLLOWS- 1. Annexati naaexable Property. The Annexable Pxoperty is hereby annexed to and made a part of the real property already subject to the Declaration, as Phase 2 thereof. The Annexable Property shall be held, conveyed and used subject to all of the terms and conditions of the Declaration. This Supplemental Declaration is hereby established m furtherance of the gemeral plan for the improvement and sale of Lots within the Annexable Property and for the purpose of enbancing and perfecting the valuc, desirability and attractiveness of the Annexable Property and each Lot therein. 2. Defrnit All defined terms utilized in this Supplemental Declaration shall be defined as set forth in Article I of the Declaration, The terms "Covered Property" and "Project" shaU include the Annexable Property. The term "Common Areas " shall. include all Conmion Areas within the Annexable Property. 3„ McubcTship iu ,Association. Each Owner of one or more Lots in the Annexable Property shall automatically become a member of Watercolors at La Quinta Homeowrim Association, a California nonprofit mutual benefit corporation, as provided in Article V, Section 1 of the Declaration. 4_ Assessxoent Obligations, T?�ic rights and obligations of all Own►as of Lots located in the Annexable Property with respect to payment of assessments are as set forth in Article VI of the Declaration. Regular, Special and other assessments with respect to the Annexable Property shall continence on the first day of the month following the close of escrow for the first sale of a Lot within the Anucxab.lc Property, 5 Access, Iggess and Egess. All Owners of Lots within the Annexable Property shall enjoy a right of access, ingress and egress over and upon all streets within all Phases of the Project, as depicted upon the recorded subdivision naps of the Project. 6. ations, From and after the first day of the month following the Oose of escrow for the first sale of a Lot within the A.uncxable Property, the Association shall be obligated to maintain all Common Areas and Association Maintenance Areas (if any) within the Annexable Property, in accordance with the terms and conditions of the Declaration. 7. Conformity with _Development Plan. This Supplemental Declaration is undertaken in confonility with the plan referred to in Article XV11, Section 1 of the Declaration. 8_ De aw ion_ Pursuant to Article XVIY, Scction 3 of the Declaration, and in. accordance with the limitations set forth therein, :Declarant expressly reserves the right at any, time prior to the conveyance of the first Lot within the Annexable Property, to withdraw the Annexable Property from this annexation and to nullify the effect of this Supplemental Declarat.aon_ 9. Common Area Easements. Pursuant to Article XVI of the Declaration, the Owners of all Lots witb-in the Annexable Property shall have and enjoy an easement over all of the Common .Areas within the Project. 2 CADoemenu and Settings\lsorewonTotsl Se0in98\TcMT,0Mry 1ntemetTilt I\OLKIFF1DOCS RM-228658-d3-Walrr,eolon acln Quints $applanwnW Deolazation (Phxit 2)-noC JRN-J0-2006 14:39 From: To:760 777 7107 P.4/8 10. Association Maintenance Areas. "Association Maintenance Areas" as defined in Article x, Section 5 of the Declaration, means any area or improvement within or adjacent to the Project which is riot located within a Conunon Areas lot awned by the Associations, but which will be maintained by the Association, There are no Association Maintenance Areas in Phase 2 of the Project that are located outside the bouudarics of the Covered Property,. 11. Use Kestrictions Lettered Lot NN of Tract No_ 31311 shall not be used as a building site and shall be used for rctcntion, landscaping, pathways and irrigation purposes. Lettered Lots YT and J)" of Tract 31311 shall not be used as a building site and shall be used only for landscaping, sloping and irrigatiou purposes. No alterations to the landscaping or other improvements installed pursuant to the landscaping plan approved by the City shall. be made without the prior written coriscnt of the City- The foregoing provisions shall not prevent the Association from replacing any diseased, dying or unhealthy landscaping with the same landscaping approved in the landscaping plan, No development or encroachment is permitted on any portion of these Con -awn Area lots designated as open space. 12, Amendments. No amendnmont or modification of this Supplemental Declaration whicb would adversely affect the rights of the City or other governmental authority having jurisdiction to enforce the terns and provisions of the Declaration as they relate to the maintenance of the Common Areas, structures and landscaping within the Pr-oject,, terminate or materially impair the powers and duties of the Association as set forth in this Supplemental Declaration, or interfere with the rights of ingress and cgress to any Lot or the Common Areas shalt be effective without the prior written consent of the City Manager of the City or other govcrnmental authority having jurisdiction. 1.3.. Miscellaneous The provisions of this Supp.lemelotal. Declaration shall run with all of the Annex.able Property, the Project and the Common Areas, shall be binding upon all persons having or acquiring any interest in. the Annexable Property, the Project, and the Common Areas, or any part thereof, shall inure to the benefit of and burden every portion of the Anmexable Property, the Project, the Common Areas, and any interest therein, and shall inure to the bcucfit of, be binding upon and =y be enforced by any Owner, Declarant, the ,Association., and their Successors in interest, heirs and assigns. This Supplemcnntal Declaration shall be effective as of the date of it-g recordation. SANTA ROSA DEVELOPMENT, INC-, a California corporation BY.. zt:�� 24- 4-111� Its. pre S., �41 3 C:�Docamcnta RAd ScttingsusoransoDV'.ocal Rottin�e\icrtiQotnry Internal iiloslOY.�I��DOCS_1LM-22Rb5�i-r/3-Waecrcutora at la Quints SupplemenW DoclamtLon (Phase 2)-DOC JAN-30-2006 14:40 From: To:760 777 7107 P.15/8 .ACK.NOMEDGMENT STATE of } 55- COUNTY of -� } On / Z, 2005, before-=.V6f_ Notary ,Public in and for said state, p�Y apea�ed T-10impersonally kuawn to me ) to be ae persou(IQ whose nauxt4 is/af4 subscribed to the witiain inmirri nt. and a6mowledged to nic that he/$0tl* executed the same in h /ffi&—authorized cap- and that by hiv1)djth�r signAiQe(4 on the histuanm the pes'sonK or the entity upon behalf of which the pason(s) acted, executed the WITNESS my hand and official seal_ s AL Jove VAH OF G0M LIDCommo*M * 1472664 , yCwmeVVM M0V� -29,- - (Soal) 4 C:V)000mmts and 5ctIInj;3l1svrc=on\L0oa1 settiagq\Temporary Intarnet at In QUiUtA Supplcmatjtal Dcci=tion (Phasc 2).DOC JAN-30-2006 14:40 From: To:760 777 7107 P•6'8 Government Code 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of notary: Commission Number: Date commission expires' 1 V un By: Date JAN-30-2006 14:40 Frorn: To:760 777 7107 P.7/8 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO. Daniel E. Olivier, A Professional Corporation 45-025 Manitou Drive Suite 10 Indian Wells, CA 92210 IEEE ININ =1 I= 01 DOC # 2005-1045419 12/19/2005 08:00A Fee:10.00 itecordedpInaofflola, Record* County of Rai VOrsi de Larry W, Ward Asseemo" County Clerk & Rocorder 11111111111111111111111111111111111111 I 11111111111111,0141 CONSENT AND SUBORDINATION OF AGENCY The undersigncd is the Optionce under that certain Amended and Restated Option Agreement dated October 28, 2004, made by Santa Rosa Development, Inc., as Optionor, recorded October 29, 2004, as Instrument No. 862178 of the Official Records of Riverside County, CaliforYua (the "Option Agreement"), which covers the land described as the Annexable Property in that certain Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 2 of Watercolors at La. Quinta Homeowners Association. dated � �R �✓ 20U S and recorded on C2 ,3 Z00 S' , as Instrument I�to.�S-/a2S3�ecords of Riverside Count , California (the "Supplemental Declaration"), The undersigned hereby unconditionally and irrevocably consents to the signing and delivery of the Supplemental. Declaration and the provisions of the Supplemental Declaration and hereby unconditionally and irrevocably subordinates the Option Agreement to the provisions of the Supplemental Declaration to the same extent as if the Supplemental Declaration were signed, delivered and recorded before the Option Agreement. La QU NTA REDEVELOPMENT AGENCY, a public body, corporate and private By: Its. Z iv— �1_,jg;7c.70�yL It agc 1 of 2 ('.\Documents and Scttm skhigh\loc91 Satinrs\TL Wrury [!'nLernet Files\OLK9Z\CONSENT AND SUBORMNATIUN AGENCY (2) doc JRN-30-2006 14:40 From: To:760 777 7107 P.2/0 ACKNOWLEDGMEN'r State of62-14-o-V�) County orr�.�,�.,n.,•�_ On �� �. o� , before rrle , personally appeared 7�f�Qm,� ✓,e. _ , personally known to me/proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ape subscribed to the witkiin instrument and acknowledged to me that heJ&be/ they executed the same in lus/lw*4eir authorized capacity(ics), and that by his/horkheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executcd the instrument. WITNESS my hand and official seal. -7 ' T-r���� No ublic r Place Notary Seal Above Page 2 of 2 C \Doeumcnk and SCttU' ig8\rhieh\Lnca) Setting;\ l emporwy+ Internet files\0LK92\C4NSFNT AND SUBORDINATION AGENCY M doeI !IIIlII IIIIIO IIII Illl Illllil Illl Illlil III IIIII (III IIII 29a ass' 0 1219SA Housing Capital Company Loan No. 1378 MODIFICATION AGREEMENT This MODIFICATION AGREEMENT (herein called this "Agreement") is dated as of May 15, 2006, and is made and entered into by and between 48TH & ADAMS, LLC, a California limited liability company (herein called "Borrower") and HOUSING CAPITAL COMPANY, a Minnesota partnership (herein called "Lender"), with reference to the following facts and intentions of the parties: RECITALS A. Pursuant to the terms of a Building Loan Agreement between Borrower and Lender dated October 21, 2004 (herein called the "Loan Agreement"), and an Additional Advance Modification And Consolidation Agreement between Borrower and Lender dated October 12, 2005 (herein called the "Additional Advance Agreement"), Lender made a loan to Borrower in the aggregate principal amount of EIGHTEEN MILLION FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS ($18,400,000.00) (herein called the "Loan"). The Loan is evidenced by a Promissory Note in the principal sum of $14,800,000.00 dated as of the date of the Loan Agreement, and an Additional Advance Note in the principal sum of $3,600,000.00 dated as of the date of the Additional Advance Agreement, each executed by Borrower in favor of Lender (which notes are herein collectively called the "Note"), and is further evidenced by the documents described in the Loan Agreement and the Additional Advance Agreement as "Loan Documents". The Note is secured by, among other things, a Deed of Trust (herein called the "Deed of Trust") dated October 21, 2004, executed by Borrower, as Trustor, in favor of Lender, as Beneficiary, and that was recorded on November 15, 2004, as Instrument No. 2004-0904660 in the Official Records of Riverside County, California. B. The Note, Deed of Trust, Loan Agreement, Additional Advance Agreement, this Agreement, the other documents described in the Loan Agreement and in the Additional Advance Agreement as "Loan Documents", together with all modifications and amendments thereto and any documents required hereunder, are herein collectively called the "Loan Documents". C. Subject to the terms and conditions of this Agreement, the parties desire and intend to further amend the Loan Documents as provided herein. THEREFORE, Borrower and Lender agree as follows: 1. CONDITIONS PRECEDENT. The following are conditions precedent to Lender's obligations under this Agreement: a. If required by Lender, the issuance by Commerce Title, and Lender's receipt of any endorsement deemed necessary by Lender for attachment to Lender's ALTA Policy of Title Insurance No. 352906, insuring the continuing priority and validity of the Deed of Trust, as modified by this Agreement, as a first and valid lien upon the Property subject only to such exceptions as have been approved by Lender in writing; b. Receipt and approval by Lender of the executed originals of this Agreement, the short form of this Agreement and any and all other documents and agreements which are required pursuant to 1 HCCLA37 (Rev 5/03) Loan No. 1378 this Agreement or which Lender has requested pursuant to the Loan Documents, in form and content acceptable to Lender; C. Recordation in the Official Records of the County where the Property is located of the short form of this Agreement, in form and content acceptable to Lender, and such other documents and agreements required to be recorded pursuant to this Agreement or which Lender has requested to be recorded pursuant to the Loan Documents; d. Borrower's reimbursement to Lender of Lender's costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, title insurance costs, recording fees, attorneys' fees, appraisal, engineers' and inspection fees and documentation cost and charges, whether such services are furnished by Lender's employees or agents or independent contractors; e. The representations and warranties contained herein are true and correct; and f. The payment, by Borrower to Lender, of an extension fee in the amount of SEVENTY SIX THOUSAND SIX HUNDRED SEVENTY THREE AND NO/100THS DOLLARS ($76,673.00). 2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that no default, breach or failure of condition has occurred or exists, or would exist with notice or lapse of time or both, under any of the Loan Documents; and all representations and warranties of Borrower in this Agreement and the other Loan Documents are true and correct (taking into account the exhibits and revised construction schedule) and shall survive the execution of this Agreement and the recordation of the short form of this Agreement. 3. MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby supplemented, amended and modified to incorporate the following, which shall supersede and prevail over any conflicting provisions of the Loan Documents: The Maturity Date, as defined in the Loan Documents, is hereby extended from May 15, 2006 to November 15, 2006. 4. NON -IMPAIRMENT. Except as expressly provided herein, nothing in this Agreement shall alter or affect any provision, condition or covenant contained in the Note, Deed of Trust or other Loan Documents, or affect of impair any rights, powers, or remedies thereunder, it being the intent of the parties hereto that the provisions of the Note, Deed of Trust and other Loan Documents shall continue in full force and effect except as expressly modified hereby. 5. FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has previously delivered to Lender all of the relevant formation and organizational documents of Borrower, of the partners of joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Lender. 2 HCCLA37 (Rev 5103) Loan No. 1378 6. MISCELLANEOUS. This Agreement and the other Loan Documents shall be governed by and interpreted in accordance with the laws of the State of California, except if preempted by Federal law. In any action brought or arising out of this Agreement or the Loan Documents, Borrower, and the general partners and joint venturers of Borrower, hereby consent to the jurisdiction of any Federal or State Court having property venue within the State of California and also consent to the service of process by any means authorized by California or Federal law. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. Except as expressly provided otherwise herein, all terms used herein shall have the meaning given to them in the other Loan Documents. Time is of the essence of each term of the Loan Documents, including this Agreement. If any provision of this Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed therefrom and the remaining parts shall remain in full force as though the invalid, illegal, or unenforceable portion had never been a part thereof. 7. INTEGRATION; INTERPRETATION. The Loan Documents, including this Agreement, contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersedes all prior negotiations. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference in any of the Loan Documents to the Property or Improvements shall include all or any parts of the Property or Improvements. Any reference to the Loan Documents in any of the Loan Documents includes any amendments, renewals or extensions approved by Lender. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY 3 HCCLA37 (Rev 5/03) Loan No. 1378 8. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered to Lender will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument. IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be duly executed as of the day and year first above written. "Lender" HOUSING CAPITAL COMPANY, a Minnesota partnership By: DFP Financial, Inc., a California corporation, its Mana 'n Gen ral ar r By: Its: "Borrower" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Manager/Member By: Michael J. Shovlin, President G COMPANIES HOMEBUILDING, LLC, a California limited liability company, Member By: CAMEO MES, a California corporation, Manager/M mb r By: James Gianulias, President HCCLA37 (Rev 5103) Loan No. 1378 8. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered to Lender will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument. IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be duly executed as of the day and year first above written. "Lender" HOUSING CAPITAL COMPANY, a Minnesota partnership By: DFP Financial, Inc., a California corporation, its Managing General Partner By: Its: "Borrower" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Manager/Member By: Michael J. ovlin, President G COMPANIES HOMEBUILDING, LLC, a California limited liability company, Member By: CAMEO HOMES, a California corporation, Manager/Member By: James Gianulias, President -------------------------------omtnent;GC�l3 Borrower's f 4 HCCLA37 (Rev 5/03) Loan No. 1378 GUARANTOR'S CONSENT The undersigned ("Guarantor") consents to the foregoing Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Completion Guaranty and the Repayment Guaranty (collectively "Guaranty") dated October 21, 2004, as amended, confirms that those obligations are separate and distinct from Borrower's obligations, and renews and restates its waivers, as set forth in the Guaranty, of each and every one of the possible defenses to such obligations. AGREED: Dated: May 15, 2006 "Guarantor" CAMEO H M S, a California corporation By. J es Gi�pmlias, President M� am Chris Gianulias, Trustee of the Ja Chris Gianulias Trust dated October 14, 2003 5 HCCLA37 (Rev 5103) Loan No. 1378 HAZARDOUS INDEMNITOR'S CONSENT The undersigned ("Indemnitor") consents to the foregoing Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Unsecured Indemnity Agreement ("Indemnity") dated October 21, 2004, and its waivers, as set forth in the Indemnity, of each and every one of the possible defenses to such obligations. Indemnitor further reaffirms that its obligations under the Indemnity are separate and distinct from Borrower's obligations. AGREED: Dated: May 15, 2006 "Indemnitor" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Manager/Member By: Michael J. Shovlin, President G COMPANIES HOMEBUILDING, LLC, a California limited liability company, Member By: CAMEO HOMES, a California corporation, Manager/Me er By: 1.1"james Gianulias, President CAMEO HO S, a California corporation B :— - - I =L- .1 ia mi s 'anulias, President Jam s ianulias HCCLA37 (Rev 5/03) Loan No. 1378 HAZARDOUS INDEMNITOR'S CONSENT The undersigned ("Indemnitor") consents to the foregoing Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Unsecured Indemnity Agreement ("Indemnity") dated October 21, 2004, and its waivers, as set forth in the Indemnity, of each and every one of the possible defenses to such obligations. Indenmitor further reaffirms that its obligations under the Indemmity are separate and distinct from Borrower's obligations. AGREED: Dated: May 15, 2006 "Indemnitor" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Manager/Member By: .�'� ✓� Michael J. ovlm, President G COMPANIES HOMEBUILDING, LLC, a California limited liability company, Member By: CAMEO HOMES, a California corporation, Manager/Member By: James Gianulias, President CAMEO HOMES, a California corporation By: James Gianulias, President James Gianulias HCCLA37 (Rev 5/03) Loan No.1378 CONSENT OF OPTIONEE AND RE -AFFIRMATION OF SUBORDINATION The undersigned, Optionee is the holder of the right to purchase as evidenced by a Purchase Agreement dated January 22, 2003 between Borrower and Optionee which right to purchase was subordinated to the Deed of Trust pursuant to that certain Subordination Agreement (the "Subordination Agreement") recorded November 14, 2004, as Instrument No. 2004-904661, in the Official Records of Riverside County, California, as amended, hereby consents to and approves the foregoing MODIFICATION AGREEMENT, and the amendments provided for therein, and, as of the date hereof, re -affirms that the Subordination Agreement is, and that it will remain and continue, in full force and unaffected by the transaction approved herein. The undersigned acknowledges it understands that the willingness of Lender to extend the loan maturity as provided herein is induced, in material part, by this consent, approval, and re- affirmation. Dated: May 15, 2006 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic B• Y Executive Director 7 HCCLA37 (Rev 5/03) COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 DOC # 006-0387249 05/26/2006 08:00A Fee:NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 200S j it i #1 rFri i Attn: City Manager U 7 y M Tly OF S U PAGE SIZE DA PCOR NOCOR SMF _ j MISC. IS j ,q A A R L COPY LONG REFUND NC PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into thisAl day of JYN%.!.q , 2006 ("Effective Date"), oy and between SANTA ROSA DEVELOPMENT, C. INC.alifornia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-356 Cool Reflection, 47-805, 47-855, 47-785, and 47-875 Soft Moonlight, and at 47-822, 47-850, 47-892, and 47-906 Endless Sky, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 712946.01 a05/22/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: .�' 0�,3 fa-tt-o 2006 ATTEST: Secretary APPROVED AS TO FORM: RUTA & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: d (.2 3Ion ( , 2006 "AGENCY" LA QUINTA REDEVELOP T AG Y `Agency") By: Executive Director d "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: ;& 0 Michael Shovlin Its: President 882/015610-0043 712946.01 a05/22/06 2 STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On 23_ acDOG before me, appeared {� a--tea-� -S • S L • S. personally 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] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) ,NJNE S. (r"t�EK Conwalon t wM Notary Public Rlyeo*ft County Comm. On .P-3 oa before me, y� appeared D ln,09,j . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/aye subscribed to the within instrument and acknowledged to me that he/sheer executed the same in his authorized capacity(ies), and that by his/h4.- r 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. i f 0 892/015610-0043 712946.01 a05/22/06 c2z Nota Public AloJ;e-ry le-V 'PJb/', personally ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary JUNE S. GREEK COMMISSION # 1497736 Date Commission Expires JULY 28 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date May 25 2006 A�W' - P-M I COMMONWEALTH TITLE COMPANY ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date May 25 2006 COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 1, 2, 10, 11, 12, 16, 18, 20, AND 22 OF TRACT NO. 313111 IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT. WITH NO RIGHT OF SURFACE ENTR r', tkS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 712946.01 a05/22/06 g COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 DOC # 2006-0437517 06/16/2006 08:00A Fee:25.00 Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111311111111113 11111111111111 Attn: City Manager M S I U PA SIZE DA PCOR NOCOR SMF MISC. Lx , PP f rom 4cu � Fed porsOow- 40 Cry - Pd 9736-3 A R L COPY LONG REFUND NCHG KA PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT `(^ This PARTIAL TERMINATION OF AMENDED AND ESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this /5day of _ , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC.A California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-326 Cool Reflection, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 718778.01 a06/12/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPME T A Y 'Agency") Date: �� J,r , 2006 By: �✓' Executive Director AT EST: A,fir"ecretary APPROVED AS TO FORM: RUT7. TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: _ ( 2006 882/015610-0043 718778.01 a06/12/06 —2— -rt-o-o "S "DEVELOPER" P. 6F-wVFse- SANTA ROSA DEVELOPMENT, INC., a California corporation By,���-,�- a- — Mic el Shovlin Its: President EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 5 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND. OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 718778.01 a06/12/06 g STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) e On b 15 I'd-06 (v before me, �, personally appeared P, 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. STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On �,%,i E /5` 20, before me, J0 (P C �4/L` � CaTT/AkT, Viers rally appeared MlcD'-L 1 '}}'a� L n! personally known to me My ow-Qie basis � +; � „+idcaG@4 to be the person(Kwhose name(s') is/aye subscribed to the within instrument and acknowledged to me that he/sU&th4 executed the same in his/1*ltWir authorized capacity(i*, and that by his/h)6/thXr 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. t ublic 982/015610-0043 718778.01 a06/12/06 -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary PHYLLIS MANLEY COMMISSION # 1378908 Date Commission Expires OCTOBER 16 2006 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date Junes COMMONWEALTH LAND TITLE COMPANY ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 1 certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary Notary Identification Number Vender Identification Number County Where Bond Is (Filed Date Commission Exp DATE: ! !06 . Signature GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THIS MATERIAL IS A TRUE COPY OF THE INAL MATERIAL. CONTAINED IN THE DOCUMENT: 4(b1l l cC ma sa ve s C DATE: _1 /06 . State of California County of On before me, personally appeared, personally known to me (or proved to me 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. Signature ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary JOYCE VAN DE COTTE COMMISSION # 1492564 Date Commission Expires MAY 29 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date June *, 2006__-__------.-- COMMONWEALTH LAND TITLE COMPANY RECORDING REQUESTED BY Commonwealth Land Title Co. AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency Attn: City Manager 78495 Calle Tampico La Quinta, CA 92253 APN: 649-930-017 Escrow No: 07550177-812-TB1 Title No: 07550177 DOC # 2006-0470127 06/28/2006 08:00A Fee:NC Page 1 of 7 Recorded in official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1IIIIINIIIIII IIIIIIIIIII IIIIIIIIIII I I IIIIII I IIIINII II DA PCOR NOCOR SMF MISC. JATR; CGPY LONG REFUND NCHG 11 EXAM PM PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT DOCUMENT TITLE SEPARATE PAGE - PURSUANT TO GOVERNMENT CODE 27361.6 REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manager Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this aD*day of Iun e, , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-864 Endless Sky, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 719684.01 a06/14/06 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 17 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 719684.01 a06/14/06 Page 1 ovenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3, This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. �-� e� d Date: } � � , 2006 ATTEST: n � Agency S cretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorn ys for the La Quinta Redevelopment Agency Date: ? 7166 , 2006 892/015610-0043 719684.01 a06/14/06 —2— "AGENCY" LA QUINTA REDEVELOPMENT AG "Agency„) By: Executive Director THOMPrS P. G F�ovE.sL:-� "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation 1 Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On `7w,,` n?a a2oo ¢ before me, '��/�' �` /1 %er'4son!�ally appeared .ihd�.�s'�-,or�s� personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shel44ey executed the same in hisl+@A41teir authorized capacity(ies), and that by his/herfthrir 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. RE"MA, FIEh19l Y Comm iwion • 152144 Way piic Notary Public r N. . [SEAL] Minim STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On J� ,,� 0-) ooy cQ before me, i ,� personally h \ lC appearedi�� personally known to me ( to be the personal whose name is are subscribed to the within instrument and acknowledged to me that he executed the same in hi heir authorized capacity(ico, and that by i�ei9their- signature(,%y 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] Notary PiAic �Mdr CC1N�y0 M1►Conrn. �pNic,� . �o� 882/015610-0043 719684.01 a06/14/06 —3— ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date JuneZ.2006 Ak COMMONWEALTH LAND TITLE COMPANY ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOQUE COMMISSION # 1634765 Date Commission Expires JANUARY 3 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date June 27 2006 COMMONWEALTH LAND TITLE COMPANY REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC ## 2006-0480834 06/30/2006 08:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111 IN 1111111111111111111111111111 SMF misc. 7- MISC. EXAM M S U PAGE SIZE DA PCOR NOCOR SMF A R L COPY LONG REFUND NCNG €XAM PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT BE This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this ^ day of ,,�� �� , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-320 Cool Reflection, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 722466.01a06/22/06 ti covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: �'0 , 2006 APPROVED AS TO FORM: RUTAN & TUCKER, LLP A torneys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT CY "Agency") B yZ .ram Executive Director - Mok4s P. GENO�IESE- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., \ California corporation Date: 2006 By:�' Michael Shovii Its: President 882/015610-0043 722466.01 a06/22/06 —2— STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On �` 7--41 'afim( before me,p�4 � P personally appeared E- Q-;a-n ft's z 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] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) P 4AM MIAWY Cw wnwion # 137M Noll PAC - cdwomtc� Rkw*m County Notary Public Cam'"' �: On -'&kc 9,-0 , before me,, j6c)ee` &A'")60Cr7l, /j,�����personally appeared /I /C ,' Z. z� c . �/ / 1 personally known to me (or nrovPrl to .o&-tlw...basis— s-atis-faet-ol --eui4enc-e) to be the person( whose name(p)., is/av subscribed to the within instrument and acknowledged to me that he/sh&t4y executed the same in his/hef/thofr authorized capacity'O, and that by his/her/tWr signature(`- on the instrument the person(} -or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. f JOMCE VAN M COM �j NO" Fc"C°N0"i° ' N tart' ublic RM f� eaM County [SE Mv -0MM-E""Moy29. 882/015610-0043 722466.01 a06/22/06 -3- . .L, •�[r«C'.::'r ill � �'3�Yy .4* f� rl .� 4ft fi Y EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 4 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 722466.01 a06/22/06 g ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary 30YCE VAN DE COTTE COMMISSION # 1492564 Date Commission Expires MAY 29 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date t5 j COMMONWEALTH LAND TITLE COMPANY AMENDMENT NO.3 TO AFFORDABLE HOUSING AGREEMENT THIS AMENDMENT NO. 3 TO AFFORDABLE 440SING AGREEMENT ("Amendment No. 3") is made and entered into as of &, 2006 (the "Effective Date") by and between the LA QUINTA REDEVELOPMtNT AGENCY, a public body, corporate and politic (the "Agency"), and SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"). RECITALS: A. On or about January 22, 2003, the Agency and Developer entered into that certain Affordable Housing Agreement (the "Original AHA"), pursuant to which Agency agreed to sell to Developer, and Developer agreed to purchase from Agency, that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"), and to construct thereon a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project") to be sold to "Eligible Buyers" at an "Affordable Housing Cost" (at those terms are defined in the Original AHA). B. On or about June 22, 2004, the Agency and Developer amended the Original AHA by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement ("Amendment No. I") to revise, among other terms, various provisions related to the "Project Entitlements" (as that term is defined in the Original AHA). C. On or about October 28, 2004, the Agency and Developer entered into that certain Amendment No. 2 to Affordable Housing Agreement to further revise the provisions related to the Project Entitlements ("Amendment No. 2"). The Original AHA, as amended by Amendment No. 1 and Amendment No. 2 is hereinafter referred to as the "AHA." D. The Schedule of Performance attached to the AHA requires that the Developer obtain building permits, and receive the certificate of occupancy for the final house in the Project, within the timeframes specified therein. The Schedule of Performance also provides, however, that if Developer submits evidence satisfactory of Agency, in Agency's reasonable discretion, demonstrating that homes sales in the Coachella Valley are currently declining, due to market -driven factors beyond the reasonable control of Developer, Agency will meet and confer with Developer to discuss extending such timeframe. E. Developer has presented evidence to Agency demonstrating that home sales in the Coachella Valley are declining due to market -driven factors, and Agency and Developer thus now wish to amend the AHA to extend certain timeframes set forth therein. 882/015610-0043 719689.01 a07/13/06 AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The AHA is hereby amended to revise the following Items in the Schedule of Performance in the following manner: 1.1 Item 12: to replace "December 31, 2005" with "June 30, 2007." 1.2 Item 13: to replace "June 30, 2006" with "June 30, 2008." 1.3 Item 17: to replace "January 31, 2007" with "December 31, 2008." 2. Except as otherwise expressly provided in this Amendment No. 3, all of the terms and conditions of the AHA shall remain in full force and effect. 3. In the event of any action between Agency and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 3, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 4. This Amendment No. 3 shall be construed according to its fair meaning and as if prepared by both parties hereto. 5. This Amendment No. 3 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law without regard to conflicts of law. The Superior Courts of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 3. Service of process on Agency shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 6. Time is of the essence of this Amendment No. 3 and of each and every term and provision hereof. 7. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Agency and Developer. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 8. Signatures of the parties transmitted by facsimile shall be deemed binding. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof. 9. This Amendment No. 3 may be executed in counterparts, each of which, when this Amendment No. 3 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 10. The person(s) executing this Amendment No. 3 on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3 such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which such party is bound. IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read this Amendment No. 3, understands it, and hereby executes this Amendment No. 3 to be effective as of the day and year first written above. Date: / , 2006 6 "Developer" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Sho n Its: President "Agency" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Date: , 2006 By: ATTEST: June Greek, Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: M. Katherine Jenson, Agency Counsel Executive Director 9. This Amendment No. 3 may be executed in counterparts, each of which, when this Amendment No. 3 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 10. The person(s) executing this Amendment No. 3 on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3 such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which such party is bound. IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read this Amendment No. 3, understands it, and hereby executes this Amendment No. 3 to be effective as of the day and year first written above. Date: 2006 Date: `.J�%, g� 92006 ATTEST: June , Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: �.. M. atherine Jens , Agency Counsel "Developer" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President "Agency" LA QUINTA REDEVELOPMENT GENCY, a pu o ,corporate a Executive Director COMMONWEALTH LAND TITLE CO SAN BERNARDINO Recording requested by and when recorded return to: Daniel E. Olivier, Esq. 45-025 Manitou Drive, Suite 10 Indian Wells, CA 92210 DOC # 2006-0528764 07/19/2006 08:00A Fee:25.00 Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111111111111111111111111111111111111111111 MEE -----. / , Sloe mmmm !MM SUPPLEMENTAL DECLARATION OF COVENANTS C�,� CONDITIONS AND RESTRICTIONS AND ANNEXATION FOR PHASE 4 OF WATERCOLORS AT AL QUINTA LAJ HOMEOWNERS ASSOCIATION This Supplemental Declaration is made by SANT ROSA DEVELOPMENT, INC., a California corporation ("Declarant") as of this day o;#�, 2006. RECITALS A. On September 23, 2005, Declarant executed a Master Declaration of Covenants, Conditions and Restrictions for Watercolors at La Quinta Homeowners Association ("Declaration"). The Declaration was recorded September 20, 2005, as Instrument No. 2005- 0775292, Records of Riverside County, California, and is binding upon all Owners of Lots within the Project known as Watercolors at La Quinta ("the Project"). B. Declarant is the owner of additional real property ("Annexable Property") in Riverside County, California, described as follows: Residential Lots: Lots 110, and 114 through 149, inclusive, Tract 31311, as shown by map on file in Book 368 Pages 21 through 25 of Maps, Records of Riverside County, California. Common Area Lots: Lettered Lots B, D, G, H, V, W, X, Y, Z, AA, HH, and LL Tract 31311, as shown by map on file in Book 368 Pages 21 through 25 of Maps, Records of Riverside County, California. Pursuant to Article XVII of the Declaration, Declarant now desires to add the Annexable Property to the property already subject to the Declaration as Phase 4 of the Project. DECLARANT THEREFORE DECLARES AS FOLLOWS: 1. Annexation of Annexable Property. The Annexable Property is hereby annexed to and made a part of the real property already subject to the Declaration, as Phase 4 thereof. The Annexable Property shall be held, conveyed and used subject to all of the terms and conditions of the Declaration. This Supplemental Declaration is hereby established in furtherance of the general plan for the improvement and sale of Lots within the Annexable Property and for the purpose of enhancing and perfecting the value, desirability and attractiveness of the Annexable Property and each Lot therein. 2. Definitions. All defined terms utilized in this Supplemental Declaration shall be defined as set forth in Article I of the Declaration. The terms "Covered Property" and "Project" shall include the Annexable Property. The term "Common Areas" shall include all Common Areas within the Annexable Property. 3. Membership in Association. Each Owner of one or more Lots in the Annexable Property shall automatically become a member of Watercolors at La Quinta Homeowners Association, a California nonprofit mutual benefit corporation, as provided in Article V, Section 1 of the Declaration. 4. Assessment Obligations. The rights and obligations of all Owners of Lots located in the Annexable Property with respect to payment of assessments are as set forth in Article VI of the Declaration. Regular, Special and other assessments with respect to the Annexable Property shall commence on the first day of the month following the close of escrow for the first sale of a Lot within the Annexable Property. 5. Access Ingress and Egress. All Owners of Lots within the Annexable Property shall enjoy a right of access, ingress and egress over and upon all streets within all Phases of the Project, as depicted upon the recorded subdivision maps of the Project. 6. Maintenance Obligations. From and after the first day of the month following the close of escrow for the first sale of a Lot within the Annexable Property, the Association shall be obligated to maintain all Common Areas and Association Maintenance Areas (if any) within the Annexable Property, in accordance with the terms and conditions of the Declaration. 7. Conformity with Development Plan. This Supplemental Declaration is undertaken in conformity with the plan referred to in Article XVII, Section 1 of the Declaration. 8. Deannexation. Pursuant to Article XVII, Section 4 of the Declaration, Declarant expressly reserves the right at any time prior to the conveyance of the first Lot within the Annexable Property, to withdraw the Annexable Property from this annexation and to nullify the effect of this Supplemental Declaration. 9. Common Area Easements. Pursuant to Article XVI of the Declaration, the Owners of all Lots within the Annexable Property shall have and enjoy an easement over all of the Common Areas within the Project. 2 10. Association Maintenance Areas. "Association Maintenance Areas" as defined in Article I, Section 5 of the Declaration, means any area or improvement within or adjacent to the Project which is not located within a Common Area owned by the Association, but which will be maintained by the Association. There are no Association Maintenance Areas in Phase 4 that are located outside the boundaries of the Covered Property. 11. Use Restrictions. Lettered Lot LL of Tract No. 31311 shall not be used as a building site and shall be used only for retention, landscaping, pathways and irrigation purposes. Lettered Lot HH of Tract No.31311 shall not be used as a building site and shall be used only for landscaping, sloping and irrigation purposes. No alterations to the landscaping or other improvements installed pursuant to the landscaping plan approved by the City shall be made without the prior written consent of the City. The foregoing provisions shall not prevent the Association from replacing any diseased, dying or unhealthy landscaping with the same landscaping approved in the landscaping plan. No development or encroachment is permitted on any portion of this Common Area lot designed as open space. 12. Amendments. No amendment or modification of this Supplemental Declaration which would adversely affect the rights of the City or other governmental authority having jurisdiction to enforce the terms and provisions of the Declaration as they relate to the maintenance of the Common Areas, structures and landscaping within the Project, terminate or materially impair the powers and duties of the Association as set forth in this Supplemental Declaration, or interfere with the rights of ingress and egress to any Lot or the Common Areas shall be effective without the prior written consent of the City Manager of the City or other governmental authority having jurisdiction. 13. Miscellaneous. The provisions of this Supplemental Declaration shall run with all of the Annexable Property, the Project and the Common Areas, shall be binding upon all persons having or acquiring any interest in the Annexable Property, the Project, and the Common Areas, or any part thereof, shall inure to the benefit of and burden every portion of the Annexable Property, the Project, the Common Areas, and any interest therein, and shall inure to the benefit of, be binding upon and may be enforced by any Owner, Declarant, the Association, and their successors in interest, heirs and assigns. This Supplemental Declaration shall be effective as of the date of its recordation. DECLARANT: SANTA ROSA DEVELOPMENT, INC., a California corporation By: Its: tly�'ii ACKNOWLEDGMENT STATE OF ) ss. COUNTY OF ) un /o , 2009. before , , a Notary Public in and for said state, perso ly ap , personally known to me the bagis- of sa6qfactoty to tW the persons whose name(;) is/* subscribed to the within instrument and acknowledged to me that he/sWd* executed the same in his/l*ldi*r authorized capacity(, and that by his/l&/dAr signaturoh�-on the instrument the person(, or the entity upon behalf of which the person(4-acted, executed the instrument. WITNESS my hand and official seal. JOYCE VAN DE COTTE GonlnMwbn #t 1492"4 Y Aft - CaKaffft Mvenkle Courts► orrm. &PftM0y29. LCawl, . (Seal) 0 SUBORDINATION The undersigned is the optionee under that certain Amended and Restated Option Agreement dated October 28, 2004, recorded on October 29, 2004, as Instrument No. 862178, in the Official Records of Riverside County, California ("Option Agreement"). The undersigned hereby consents to the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 4 of Watercolors at La Quinta Homeowners Association and subordinates its option rights under the Option Agreement to the provisions of the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 4 of Watercolors at La Quinta Homeowners Association and the restrictions defined therein. La QUINTA REDEVELOPMENT AGENCY a public body, corporate and public By: /'• 14s: -tAoMAs P. ACKNOWLEDGMF,NT State of�i'�o County of On ? 4a d (- before me personally appeared 7-Ad�„&S )e 6t..vgjw .L , the 'La Quinta Redevelopment Agency, a public body, corporate and public, personally known to me/proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/sloe executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Not Public Place Notary Seal Above �r'�' -•] a 6u ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino,_. CA 92408 Date Ju is 1502006 COMMONWEALTH LAND TITLE COMPANY n SUBORDINATION The undersigned is the beneficiary under that certain Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded on October 29, 2004, as Instrument No. 862180, Official Records of Riverside County, California ("Deed of Trust") and is the assignee under that certain Collateral Assignment of Affordable Housing Agreement Rights recorded on October 29, 2004, as Instrument No. 862179 in said Official Records (the "Collateral Assignment"). The undersigned hereby consents to the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 4 of Watercolors at La Quinta Homeowners Association and subordinates both the lien of the Deed of Trust and its rights under the Collateral Assignment to the provisions of the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 4 of Watercolors at La Quinta Homeowners Association and the restrictions defined therein. RBC C: a North ACKNOWLEDGMENT State of 1 ova 5 County of 1-r � r ✓) 5 v a:1 ; -L0 o (a , before me personally appeared ,,,o' d _r ou-r ,Q L C! reg of RBC Centura Eiank, a North Carolina banking corporation, personall mown to me/proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her/their authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. "Oslet" �= - CHARLENE H. BALLANTYNE Notary P Notary Public rY Public State of Texas My commission Expires July 20, 2008 Place Notary Seal Above 5 Q�p M •gy £4�pq N �+' �� �•tS4t M �'�I,pQ � Z�+ � �t D'", �00N 1 R R � � •� LL1 $ X' " t 1 t � 9 _ _ — _ 1' _ — ,tt 1` 3,tr.0►+I II � O + VI ro ,fir ►� � � t•- ,� � E � 9 Q. Kt ; �$ C Tt .099 M + A M $ J 400� ' atc�0AI 06 �' F , w a iRFF� W TWO � 2-:19 � a � its! e� l C � g6 •. AVN� n $ 1 1 �sais COMMONWEALTH LAND TITLE CO SAN BERNARDINO Recording requested by and when recorded return to: Daniel E. Olivier, Esq. 45-025 Manitou Drive, Suite 10 Indian Wells, CA 92210 DDC # 2005-0528753 07/19/2006 08:00A Fee:25.00 Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111 SUPPLEMENTAL DECLARATION OF COVENANTS, ` 0 CONDITIONS AND RESTRICTIONS AND ANNEXATION T FOR PHASE 3 OF WATERCOLORS AT LA QUINTA W HOMEOWNERS ASSOCIATION This Supplemental Declaration is made by SANTA40SA DEVELOPMENT, INC., a California corporation ("Declarant") as of this _Zday of , 2009'. RECITALS A. On September 13, 2005, Declarant executed a Master Declaration of Covenants, Conditions and Restrictions for Watercolors at La Quinta Homeowners Association ("Declaration"). The Declaration was recorded September 20, 2005, as Instrument No. 2005- 0775292, Records of Riverside County, California, and is binding upon all Owners of Lots within the Project known as Watercolors at La Quinta ("the Project"). B. Declarant is the owner of additional real property ("Annexable Property") in Riverside County, California, described as follows: Residential Lots: Lots 84 through 109, inclusive, of Tract 31311, as shown by map on file in Book 368, Pages 21 through 25 of Maps, Records of Riverside County, California. Common Area Lots: Lettered Lots BB, CC, DD, EE, and MM of Tract 31311, as shown by map on file in Book 368, Pages 21 through 25 of Maps, Records of Riverside County, California. Pursuant to Article XVII of the Declaration, Declarant now desires to add the Annexable Property to the property already subject to the Declaration as Phase 3 of the Project. DECLARANT THEREFORE DECLARES AS FOLLOWS: 1. _Annexation of Annexable Property. The Annexable Property is hereby annexed to and made a part of the real property already subject to the Declaration, as Phase 3 thereof. The Annexable Property shall be held, conveyed and used subject to all of the terms and conditions of the Declaration. This Supplemental Declaration is hereby established in furtherance of the general plan for the improvement and sale of Lots within the Annexable Property and for the purpose of enhancing and perfecting the value, desirability and attractiveness of the Annexable Property and each Lot therein. 2. Definitions. All defined terms utilized in this Supplemental Declaration shall be defined as set forth in Article I of the Declaration. The terms "Covered Property" and "Project" shall include the Annexable Property. The term "Common Areas" shall include all Common Areas within the Annexable Property. 3. Membership in Association. Each Owner of one or more Lots in the Annexable Property shall automatically become a member of Watercolors at La Quinta Homeowners Association, a California nonprofit mutual benefit corporation, as provided in Article V, Section 1 of the Declaration. 4. Assessment Obli ations. The rights and obligations of all Owners of Lots located in the Annexable Property with respect to payment of assessments are as set forth in Article VI of the Declaration. Regular, Special and other assessments with respect to the Annexable Property shall commence on the first day of the month following the close of escrow for the first sale of a Lot within the Annexable Property. 5. Access, Ingress and Egress. All Owners of Lots within the Annexable Property shall enjoy a right of access, ingress and egress over and upon all streets within all Phases of the Project, as depicted upon the recorded subdivision maps of the Project. 6. Maintenance Obligations. From and after the first day of the month following the close of escrow for the first sale of a Lot within the Annexable Property, the Association shall be obligated to maintain all Common Areas and Association Maintenance Areas (if any) within the Annexable Property, in accordance with the terms and conditions of the Declaration. 7. Conformity with Development Plan. This Supplemental Declaration is undertaken in conformity with the plan referred to in Article XVII, Section 1 of the Declaration. 8. Deannexation. Pursuant to Article XVII, Section 3 of the Declaration, Declarant expressly reserves the right at any time prior to the conveyance of the first Lot within the Annexable Property, to withdraw the Annexable Property from this annexation and to nullify the effect of this Supplemental Declaration. 9. Common Area Easements. Pursuant to Article XVI of the Declaration, the Owners of all Lots within the Annexable Property shall have and enjoy an easement over all of the Common Areas within the Project. 2 10. Association Maintenance Areas. "Association Maintenance Areas" as defined in Article I, Section 5 of the Declaration, means any area or improvement within or adjacent to the Project which is not located within a Common Areas owned by the Association, but which will be maintained by the Association. There are no Association Maintenance Areas in Phase 3 of the Project that are located outside the boundaries of the Covered Property. 11. Use Restrictions. Letter Lot MM of Tract No. 31311 shall not be used as a building site and shall be used only for retention, landscaping, pathways and irrigation purposes. No alterations to the landscaping or other improvements installed pursuant to the landscaping plan approved by the City shall be made without the prior written consent of the City. The foregoing provisions shall not prevent the Association from replacing any diseased, dying or unhealthy landscaping with the same landscaping approved in the landscaping plan. No development or encroachment is permitted on any portion of this Common Area lot designed as open space. 12. Amendments. No amendment or modification of this Supplemental Declaration which would adversely affect the rights of the City or other governmental authority having jurisdiction to enforce the terms and provisions of the Declaration as they relate to the maintenance of the Common Areas, structures and landscaping within the Project, terminate or materially impair the powers and duties of the Association as set forth in this Supplemental Declaration, or interfere with the rights of ingress and egress to any Lot or the Common Areas shall be effective without the prior written consent of the City Manager of the City or other governmental authority having jurisdiction. 13. Miscellaneous. The provisions of this Supplemental Declaration shall run with all of the Annexable Property, the Project and the Common Areas, shall be binding upon all persons having or acquiring any interest in the Annexable Property, the Project, and the Common Areas, or any part thereof, shall inure to the benefit of and burden every portion of the Annexable Property, the Project, the Common Areas, and any interest therein, and shall inure to the benefit of, be binding upon and may be enforced by any Owner, Declarant, the Association, and their successors in interest, heirs and assigns. This Supplemental Declaration shall be effective as of the date of its recordation. DECLARANT: SANTA ROSA DEVELOPMENT, INC., a California corporation By: bite-" EL S. �Vt-t&l Its: 3 ACKNOWLEDGMENT STATE OF rwc-- . ) Ss. COUNTY OF 40- L �Ojn /O, 200X,be oreme Notary Public in and for said state, pey ap ersonally known to me `mod -to -me an to b e p sZ(o whose name(io-is/ag subscribed to the within instrument and acknowledged to me that he/s**y executed the same in hio&tIt it authorized capacity(ij4), and that by his v6Ah)i r signature A on the instrument the persons or the entity upon behalf of which the personWacted, executed the instrument. WITNESS my hand and official seal. 2 JOYCE VAN DE COTM _ AC Congdon #E 1492"4 RNA mk* County MyComm. Ei0wMay29, (Seal) SUBORDINATION The undersigned is the optionee under that certain Amended and Restated Option Agreement dated October 28, 2004, recorded on October 29, 2004, as Instrument No. 862178, in the Official Records of Riverside County, California ("Option Agreement"). The undersigned hereby consents to the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 3 of Watercolors at La Quinta Homeowners Association and subordinates its option rights under the Option Agreement to the provisions of the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 3 of Watercolors at La Quinta Homeowners Association and the restrictions defined therein. La QUINTA REDEVELOPMENT AGENCY a public body, corporate and public B Y• Its: 714OP&A6 P. Ca �ti�J V ACKNOWLEDGMENT State of da % w County of On /�-6. A aoaG before me personally appeared rAd,,.,A oye-, -0f the La Quinta Redevelopment Agency, a public body, corporate and public, personally known to me/proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/ehe executed the same in hislhm authorized capacity, and that by his/her- signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. ZAM 1006 wary pug . � No Publicism 236 Place Notary Seal Above 0 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23, 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date Juiv 19. 2006 COMMONWEALTH LAND TITLE COMPANY SUBORDINATION The undersigned is the beneficiary under that certain Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded on October 29, 2004, as Instrument No. 862180, Official Records of Riverside County, California ("Deed of Trust") and is the assignee under that certain Collateral Assignment of Affordable Housing Agreement Rights recorded on October 29, 2004, as Instrument No. 862179 in said Official Records (the "Collateral Assignment"). The undersigned hereby consents to the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 3 of Watercolors at La Quinta Homeowners Association and subordinates both the lien of the Deed of Trust and its rights under the Collateral Assignment to the provisions of the within Supplemental Declaration of Covenants, Conditions and Restrictions and Annexation for Phase 3 of Watercolors at La Quinta Homeowners Association and the restrictions defined therein. RBC CENT BANK, a North aro �inalbankina ACKNOWLEDGMENT State of a S County of On X-1 lob(, before me O-IrNv-4'U",P— It�a �ac/� ✓�_ , personally appeared T)cu,1 dbDu,,A ,�1� �c. r—e i of RBC CenturaJBank, a North Carolina banking corporation, personally known to me/proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her/their authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. "..u.: CHARLENE H. BALLANTYNE o�rer r� .i Notary Public, State of Texas My Commission Expires July 20, 2008 Place Notary Seal Above Notary Public �1 ' dv, n"t PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: L(2!. DOC # 2006-0564863 08/02/2006 08:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111111111111111111 S R U PAGE SIZE DA MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF CN A=:"- EXAM 60 - Title of Docume-rt � Q ri-) R=C�P•,�EP'S JU11%ONLY' THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3:00 Additional Recording Fee Applies) COMMONWEALTH LAND TITLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager S R U PAGE SIZE DA MI SC LONG I RFD COPY M A L 465 426 PCOR NCOR SMF NCHG EXAM o55(,VO(P,3, I Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this'A, day of _� i i�� , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a alifornia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-320 Cool Reflection, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 729169.01 a07/18/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 2006 ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP hu 'Ittttu-c /i-�'u,1 Attorneys for the La Quinta Redevelopment Agency Date: `7 1- & 0/6 , 2006 "AGENCY" LA QUINTA REDEVELOPM NT AG Y "Agency") By: Executive Director 882/015610-0043 _ 729169.01 a07/18/06 _2 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California co o ation �� Its: �rPci�Pnt C�d STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 11 I ! b , before me, , Notary Public, personally appeared L>.- 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. a [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On J& Aj -;)7 cc,6 , before Notary Public Notary Public, personally appeared ` Eel ��7' `% �yic ff personally known to me ) to be the person whose name( is/ak subscribed to the within instrument and acknowledged to me that he/�e/t executed the same in his/1W"r/*ki authorized capacity(, and that by his/b&tfAr signatureWon the instrument the person or the entity upon behalf of which the person6 acted, executed the instrument. Witness my hand and official seal. N a , ublic .IOYCE VAM DE Col EM C,ommM bn #F 1492564 MVGMM CM* 17WMVCm Mso"Moy29. 204 882/015610-0043 729169.01 a07/18/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 27 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 729169.01 a07/18/06 g COMMONWEALTH LAND TITLE CO DOC # 2006-0566925 SAN BERNARDINO 08/02/2006 08 : 00A Fee : NC Page 1 of 7 Recorded in Official Records REQUESTED BY County of Riverside W. Ward AND WHEN RECORDED MAIL TO: Assessor,Larry County Clerk & Recorder La Quinta Redevelopment Agency I IIlIII !IIlIII III IIIIIII II II (III illilll III IIIII (IIIIIII 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager S R U PAGE SIZE DA MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF S Cc' C `� PARTIAL TERMINATION OF AMENDED T AND RESTATED OPTION AGREEMENT 1 004 'O This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this L day of , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a talifornia Q' corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). I` RECITALS: A. Developer is the owner of that certain real property located at 47-738 Endless Sky, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, t arties agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 732480.01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: (-uq u:5+ l , 2006 ATTEST: :�:� Zj- �— -.4L ?0�� Q--� Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP 11 A .. — Attorneys for the La Quinta Redevelopment Agency Date: f l , 2006 882/015610-0043 732480.01 a07/27/06 —2— "AGENCY" LA QUINTA REDEVELOPMENT A Y "Agency Byy'�i�'12c'��'-� _ zt�y-cam Executive Director fi440"G P, GfM0VEs�. "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California c oration By: Its: President 6""76 STATE OF CALIFORNIA ► COUNTY OF RIVERSIDE ) ss. On e!q�Cl -7/_ o�G�lo _ before me, Reg�enia Hensley, Notary Public, personally17 appearea- / )"", T,r�dU� e , personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s) whose name(s) is/ewe subscribed to the within instrument and acknowledged to me that he/ehefth y executed the same in his/heir authorized capacity(ies), and that by his/herftftetr 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. RE(AIA HENSLEY00, Notary Public / Commission # 1521423 Expiration: October 23, 2008 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. [SEAL] On _ . before me, Regenia Hensley, Notary Public, 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] REGENIA HENSLEY Notary Public / Commission # 1521423 Expiration: October 23, 2008 -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23. 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date COMMONWEALTH LAND TITLE COMPANY STATE OF CALIFORNIA ss. COUNTY OF RIVERSIDE before me, Notary Public, 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On f j a0010 , before me, Qani+ Z a C1 I ai U 2 , Notary Public, personally appeared XQberk 'T Hiqln personally known to me ) to be the persona) whose named Dim subscribed to the within instrument and acknowledged to me that L WT(s y executed the same in(Yija Aeir authorized capacity(i4es), and that by ier/ilwr signature,(s) on the instrument the person(s) or the entity upon behalf of which the person(s? acted, executed the instrument. [SEAL] Witness my hand and official seal. 01M, Qua" Coimn�ll"# 16347" Naar NOW - CaMOMM NNOW CCU* "Cann.fu——ion3,l01 Notary Nblic 882/015610-0043 732480.01 a07/27/06 -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOOUE COMMISSION # 1634765 Date Commission Expires JANUARY 3 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date "- /. Q�,w COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, StAte of California, and further identified as: LOT 28 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD - EXHIBIT "A" 882/015610-0043 732480.01 a07/27/06 Page I COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: Doc ## 2006-0585841 08/09/2006 08:00A Fee:NC Page 1 of 7 Recorded in Official Records County of Riverside Larry U. Ward Assessor, County Clerk & Recorder LIlillllllllllllllllllllllllllllllllilllli La Quinta Redevelopment Agency Ilillllllllll 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager S R I U PAGE I SIZE DA MISC LONG RFD I COPY M A L 465 426 PCOR NCOR SMF NCH exAm PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ( T 004 This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this T�k day of Q?gUsfi , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-332 Cool Reflection, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 733983.01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGE CY "Agency") .f Date: Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: a,4� , 2006 882/015610-0043 733983.01 a07/27/06 -2- T40/4A5 P. C ,-uov056 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President STATE OF CALIFORNIA COUNTY OF RIVERSIDE On �614 (�,-oo( , personally appeared p &.e- P. G-Q-444KA-'. U 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] STATE OF CALIFORNIA ss. COUNTY OF RIVERSIDE On loP� ts v Coff rnkslon # 137M, w Notary Pubic - Caifomw awenrde County Camm. oct fib 2006 Notary Public Notary Public, 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. before me, Witness my hand and official seal. Notary Public [SEAL] 882/015610-0043 733983.01 a07/27/06 —3— CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of c jc 1� t County of I t e'r-% 1 On A ua- aDCj, before me, o,I Name personally appeared �Ik � C YGC ( T 15 �VV I I V1 e k , (e.g! -Jane Public") Name(s) of Signer(s) personally known to me -OR- ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose namejs'j subscrib to the within instrument and acknowledged to me tha ebsibefthey executed the same in lisa'heraheir authorized cap city(ieaj; and that by�s it M OUXXM slgnatureW on the instrument the person(.v), or the entity upon C0nv0s1on # 1634765 behalf of which the personw acted, executed the instrument. Nolary hme - cawaft COS if wiT SS my hand and official seal. IIIN Com. E1 Jon 3. ZOt tCt2 %, 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: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer ❑ Titles(s): ❑ Partner - ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer ❑ Title(s): ❑ Partner - ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: s• Top of Thumb here ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOQUE COMMISSION # 1634765 Date Commission Expires JANUARY 3 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 6 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 733983.01 a07/27/06 Page 1 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 1 certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notaryn )e q Notary Identification Number Vender Identification Number County Where Bond Is Filed Date Commission Exp DATE: __/�106 . GOVERNMENT CODE 27361.7 re I CERTIFY UNDER PENALTY OF PERJURY THAT THIS MATERIAL IS A TRUE COPY OF THE ORIGINAL MATERIAL_ CONTAINED IN THE DOCUMENT: DATE: / /06 . Signature State of California County of On before me, personally appeared, personally known to one (or proved to me 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. Signature RECORDING REQUESTED BY Commonwealth Land Title Co. AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attn: City Manager Title No: 07550 DOC # 2006-0603662 08/26/2006 08:00A Fee:NC Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111111111111111111 I S I R I U I PAGE I SIZE I DA I MISC I LONG I RFD I COPY I A I L 1 465 1 426 1 PCORI NCORI SMF Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT DOCUMENT TITLE SEPARATE PAGE - PURSUANT TO GOVERNMENT CODE 27361.6 1112 fL) S4,71-°u VI r REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manae-er Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this lgtay of R ( , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a 'California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-325 Rose Dawn, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 735081.01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: � (r 6� , 2006 ATTEST: Agency Secretary APPROVED AS TO FORM: RX & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: 6-%�/ 52006 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") By: —�- Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: " QY'--- M'ichael Sh in Its: President 882/015610-0043 _ 735081.01 a07/27/06 _2 STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On �[y, // _ a o o ¢ , before me, �/a,� / , Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/me subscribed to the within instrument and acknowledged to me that he/s� executed the same in his/hQrAiteir authorized capacity(ies), and that by his/hefAheir 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. REGEMA HENSM r Con>rnlsOm # 16Qt Notary Public ' [SEAL] fla1� C�pf, STATE OF CALIFORNIA COUNTY OF RIVERSIDE On personally ss. before me, j)Cj0 �7A 6 1�DQ UtO, , Notary Public, '-- 1 . , personally known to me ( ) to be the personkg) whose name is e✓subscribed to the within instrument and acknowledged to me that (P�y executed the same in(fiis�� r authorized capacity{-ies), and that b)(his �- signature.(.$)- on the instrument the persorjW or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0043 735081.01 a07/27/06 —3— IVOOIJO 0AUM40 fttk6, to tlwq*r.-ftoj 4 . ook-w,:) zku-i VVA44 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23, 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino. CA 92408 COMMONWEALTH LAND TI1kE COMPANY ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOQUE COMMISSION # 1634765 Date Commission Expires JANUARY 3 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date i _ _ _ 6 d COMMONWEAL H LAND IITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 36 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 735081.01 a07/27/06 Page 1 COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager X�rnP C foM ReCo,&A. fee. PYYS'jz v--t -t-o Code Q-'1333 DOC # 2006-0658037 09/06/2006 06:00A Fee:NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111 IN 11111111111111111111111111 R U SIZE DA MISC LONG RFD COPY U M A L 465 426 PCOR NCOR SMEXAM PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT C) T 035 This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this q.3 day of , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-338 and 79-350 Cool Reflection, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 735081.01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT Date:/ �' > , 2006 By:�-�.�,'�G���, Executive Director ATTEST: Agency Secretary ' APPROVED AS TO FORM: RUTAN &y t TUCKE�R`�,, LLP Attorneys for the La Quinta Redevelopment Agency Date:" �`- , 2006 882/015610-0043 735081.01 a07/27/06 —2— "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Michael Shovlin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On �!! ,before me, ,Notary Public, personally ap ared `J o/r�4� 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/may executed the same in his/hQ;4keir authorized capacity(ies), and that by his/hgr-/t 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) -t.��e , Notary Public, On before me, ,-. personally appe red rC personally known to me (o� Tfeved-ta--nre--Gtr-the_�si of s�a sf crt y"ev en to be the erson(s) whose names- iOVC7 subscribed to the within instrument and acknowledged to me that executed the same in is her/thei-r authorized capacity(ies), and that by is /their signature(a'j on the instrument the personal or the entity upon behalf of which the person( acted, executed the instrument. Witness my hand and official seal. No ary Pub is [SEAL] 882/015610-0043 —3 — 735081.01a07/27/06 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of �tul(C)1�11� County of On f)_ tk �S� � �, before me, �-� t'1ii" Zit Q' Name and Title personally appeared �5 huv110 of "Jane A l le. C�Ipersonally known to me -OR- ❑ proved to me on the basis of satisfactory evidence to be the person.(s) whose name(s) CS0`c subscribed to the within instrument and nowledged to me that e be/# y executed the me in his! ef4lieir authorized capacity(, and that by his/ 'r OAt 1:�► Ott1jill" signature(s)on the instrument the personal, or the entity upon A »7" behalf of which the person,(4 acted, executed the instrument. HOW, Adft - Cowan" wAn . 2 1MCEpw W ISS my hand and official seal. -- Though the information below is not required by law, it may prove of this form topersons erto anothe relying yin document nthdocument and could prevent fraudulent removal and Description of Attached- Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer ❑ Titles(s): ❑ Partner - ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer ❑ Title(s): ❑ Partner - ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOQUE COMMISSION # 1634765 Date Commission Expires JANUARY 3, 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 7 AND 9 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 735081.01 a07/27/06 g CGIVIMQNWEALTH LAND TITLE CO 09/ # 2006-0653363 9/07/2006 08:00A Fee:19.00 SAN �ERNARDINO Page 1 of 5 Recorded in Official Records County of Riverside REQUESTED BY Larry W. ward AND WHEN RECORDED MAIL TO: Assessor, County Clerk 8 Recorder La Quinta Redevelopment Agency s R 1111111111111 _ Rru J: t Y 78-495 Calle Tampico La Quinta, CA 92253 M A L 465 ;426d7PC0R NCOR SMF NCHG EXAM Attn: Citv Manager Exempt From Recording Fee Pursuant to Government Code § PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into thin/4ay of c� 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, .INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-780 Endless Sky, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 740476.01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: '�I3l e 2006 ATTEST: �o,ra It QeSzsZ Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Aty Attorneys for the La Quinta Redevelopment Agency Date: �` S , 2006 882/015610-0043 740476.01 a07/27/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT A �« gency„) i B:� Y Executive Director —NOr A-9 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation is ael Shovlin Its: President STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. On � .3/ �� personally appeared 4 ,before me, � x-hLs��,tvt,Notary Public, 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/may executed the same in his/heF44eir authorized capacity(ies), and that by his/her4heir 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. otary Public county [SEAL] 4=14,*2200212U STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE j ss. On before , , before me,,Notary Public, personally appeared Ally, ( 4\\n personally known to me or Iry ed- ) to be the (yperson(s- whose name(qis e subscribed to the within instrument and acknowledged to me that Zshhelthey executed the same i hi /their authorized capacity(ies), and that b i signature(g) on the instrument the erson y''/t p � or the entity upon behalf of which the personn(}M acted, executed the instrument. Witness my hand and official seal. [SEAL] EMrCAN= 0110011E caenbbn • 1"47" "MW haft • cana"M �NwMe Caunly �CWM EOW Jon 3. ZOt - - - - - - - —4 882/015610-0043 740476.01 a07/27/06 Notary Pub -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 25 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 EXHIBIT "A" 740476.01 a07/27/06 Page I Under the provisions of Government code 27361.7, I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary Commission number /'S --) 11 Q Q ?� Date commission expires County By Date , 7— 0 Under the provisions of Government code 27361.7, I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary 6 ( l Commission number l b. z) L-1 Date commission expires County By Date ,�' ?"D (t,� '•3AN BERNAROINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2006-0704602 09/22/2006 06:60ii Fee:11.00 Page i of 6 Recorded In Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111III 1111111111111II11111IIIIIII11111111 S R U Pl1GE SIZE DA MISC LONG RFD COPY _ \/ ri A L 465 426 PCOR NCOR SMF CHG EXAM PARTIAL TERMINATION OF AMENDED _ AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND USTATED OPTION 0 AGREEMENT ("Partial Termination") is made and entered into thisl4 day of St $rnbei/, 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-752 Endless Sky, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882.'015610-0043 744678 01 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") �z�i� - W Date: 2006 882'015610-0043 74467801 a0727'06 Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovrin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On _Jea/� Z?Oa, , before me, °si 7/ /� �' !, Notary Public, personally appeared % /) e, a -5 c n o V e ,s e. 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/akeokhey executed the same in his/he0dwir authorized capacity(ies), and that by his/her4heir 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On ; before me, i, Notary Public, personally appeared � 1 -' - I personally known to me_(or proved to axe on the basis of satisfactory evidence) to be the person(s) whose name(sf is1we subscribed to the within instrument and acknowledged to me that 'he/she/they executed the same in'fiis/her/their authorized capacity(ies), and that by" his/her/their signature(e) on the instrument the person(&) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 8821015610-0043 _ 744678 01 a07 27'06 _3 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows; Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23. 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date COMMONWEALTH LAND TITLE COMPANY ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOOUE COMMISSION # 1634765 Date Commission Expires JANUARY 3, 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 29 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882'015610-0043 Page 1 144678 01 a07 27'06 g REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico DOC # 2006-0757402 10/13/2006 08:00A Fee:22.00 Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111111 La Quetta, CA 92253 S R U PAGE SIZE DA MISC LONG RFD COP) Attn: City :Manager M A L 466 426 PCOR NCOR SMF NCHG exam ll PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION' -T AGREEMENT ("Partial Termination") is made and entered into this}" day of # 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California , r1d corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-765 Soft Moonlight, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882'012377-0099 748894 01 a07 27,'06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT L� _ AG Y (" gency") �it�!!tiw✓..c� Date: �X// • + , 2006 By Executive Director ATTEST: r Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: 2006 By: Michael Shovlin-, " v Its: President 8821012377-0099 _ 748894 01 a07,2 7'06 _2 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE, ) On before me, _ Notary Public, 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/am 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. REGENfR HEt�IEY - - cwr,r>, � ts2ta43 ' rbt � � - CaNfoawa Notary Public CO11" E'er [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On - before me, -' _ Notary Public, personally appeared I I ' personally known to me (or proved to sae on the basis of sans€actory evidcnec) 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/her4cir 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. Notary Public [SEAL] 882'012377-0099 74889401 a0727.06 -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOOUE COMMISSION # 1634765 Date Commission Expires JANUARY 3. 2010 _ County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date _CSC' (d.�t i / .-)-orl.• COMMONWEALTH LAND TITLE COMPANY ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENS[ EY COMMISSION n 152 423 Date Commission Expires OCTOBER 23 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date _ �0,r-J a . COMMONWEALTH LAD TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 24 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD "1,012399-0099 9J8894 01 eM25106 PLEA6V (;()Njp[-t7 11, 11 11L; INVORMAI ION NLCORIANG R[-(jL1E-s I ED 13y: AND W1 11:N a MAIL TO: r e DOC * 2006-0775127 10/20/2006 08:00A Fee-ij.eo Page 1 of 5 Recorded in Official Records County of Riverside Larry U. Ward Assessor, County Clerk & Recorder i1111111111111111 IIII IIIIIII III IIII IIIIIIIIIIIIIIII II1 S R U PAGE SIZE DA MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF NCHG EXAM M Title of Document r----N 11D) AP',E,a F 0 R R EC 0ORDER6 U 6' E ONLY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3:00 Additional Recording Fee Applies) co SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manager S I R I U I PAGE I SIZE I DA I MISC I LONG I RFD I COPY I M I A I L 1 465 1 426 1 PCOR I NCOR I SMF I NCHG EXAM Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this; - ; �' -day of 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-745 and 47-755 Soft Moonlight, and 47-878 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 753244 01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: , 2006 APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: - , 2006 882/015610-0043 753244.01 a07/27/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: ' Michael Shovlin Its: President k STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On , before me, , Notary Public, 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. n Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On Cam, �ie_ r 1 `�, �'l � C L-, before me, t u�, � ; � �, �<L' C , Notary Public, personally appeared personally known to me (or proved to -the on the basis of satisfactory evidence) to be the person(s) whose name(sX;i /,are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in&;Iw /their authorized capacity(ies), and that by l f s`/hcr/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] Notary Public,' Cann mWsjon * 1634765 ,.� Notary Pub4c - California Riverside CountY MV Camtn Era,irPs 'can 9, 2010 '82'015610-0043 _3 _ 753244 01 a07/27/06 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 3, 31, 32 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGH f OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 75324401 a10/11/06 -1- RECORDING REQUESTED BY i. U , ui i . Ili I i . l'i i'A'% AND WHEN RECORDED MAIL TO Name I.a Quinta Redevelopment Agenc Street 78-495 Calle'Ijam ico Address La Quinta, California. 92253 city, state Attn: City Manager Zip Order No. 0 APN No: DOC # 2006-0791660 10/27/2006 08:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111111111111111111 S FR I U PAGE SIZE DA I MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF NCHG Exam (SPACE ABOVE: THIS LINE FOR RECORDER'S USE:) Partial Termination of Amended and Restated Option Agreement DOCUMENT TITLE SEPARATE PAGE - PURSUANT TO GOVERNMENT CODE 27361.6 REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this -:"'day of 2006 ("Effective Date"), by and between S ANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-775 Soft Moonlight, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882,'015610-0043 755827.01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall 'constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") 2006 By: Executive Director THOMAS P. GENOVESE "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Michael Shovlin _ =--==—�..+►.w...�■.a�er.i Its: President 17ANn20. 0U.CQUI: V4 commission # ! 634; 615 Nohary PtA*k: - C4aNh)rrdo Rhl--rskie Cotn0y' .,t-�" Pdly Cta7tr� IE� c�I. �g .IcNt w!o :t'L17171" 8821015610-0043 _ 755827.01 a07/27/06 _2 STATE OF CALIFOW41A ) ) ss. COUNTY OF RIVERSIDE ) On , before me, , Notary Public, 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. T . REGENIA HENSU=y Cc MMIsSion # 15e 1AM Notary Pubpc, - CaRftxr4a Riverside County My Comm EXOM Oct. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On "' , before me, w , Notary Public, 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] Notary Public DAWriA OLLOQUJE C (Mrlhudon # 16347615 ry1 Nolary Public - CaliVornia ity� R rerukhD Counly MY Conlin Expires Jan 3, 201 t� 882/015610-0043 755827.01 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: 23 LOT 4 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 755827 01 M M 9/06 _ - COMMONWl=A1.1'1-1 L-A.N'0%TITLE CC) SAN BERNARi)iN0 REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 9225'3 Attn: City Manager Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT - 7 _ DOC # 2006-0905220 12/08/2006 08:00p Fee -NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111IN11111111111111111III11111III,1 S R U PAGE SIZE DA MISC LONG I RFD COPY M A L 465 426 PCOR NCOR SMF NCH EXAM DO F"I OONIMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO:_ - La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager S R U PAGE SIZE DA MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF NCHG EXAM Exempt From Recording Fee Pursuant to Government Code § 27383 1� PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this 5�iday of 06XMber- , 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-836 Endless Sky, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The .Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 767416 01 07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESIS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT A / Y("Agency") Date: 12006 By:l Executive Director ATTEST: Agency Secr tary APPROVED AS TO FORM: RUTA &TU,C,KE"RLLP Attorneys for the La Quinta Redevelopment Agency Date: 14-2 2006 ss2/015610.0043 76741601 a07/27/06 -T-WMAS R "DEVELOPER" 67j,vOV66E SANTA ROSA DEVELOPMENT, INC., a California corporation By. Michael Shovlin Its: President -2- Y STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On • i% - , before me 'e/9ita7 - e Notary Public, personally appeared "h—p personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) War.- subscribed to the within instrument and acknowledged to me that he/she417ey executed the same in his/hephheir authorized capacity(ies), and that by his/herhireir 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. Notary Public [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE On \)ccp nber personally appeared personally known to me (or - person(owhose narne is he she/jWy executed the same signatures on the instrument acted, executed the instrument. ss. before me, Notary Public, to be the subscribed to the within instrument and acknowledged to me that it {tbeir authorized capacity(i@@ ), and that by is �r/t#rcir the perso4W or the entity upon behalf of which the persons-) Witness my hand and official seal. l AlbIA pJ�l,2 Notary PuMk [SEAL] DIYi11A OU00M CMm1Wbn 116U766 M"Mft Cow* W'Camm.6gtlw im31201 "2/015610-0043 _ 76741601 a07/27/06 _3 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary DANITZA OLLOOUE COMMISSION # 1634765 Date Commission Expires JANUARY 3, 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date 1 COMMONWEALTH LAN TITLE COMPANY r EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 19 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP. RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 767416 01 a0727/06 g COMMONWEALTH LAND TITLE CO • °z'°"" e LTH [ANIVTITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manaeer Exem DOC # 2007-0051120 01/22/2007 08:00ii Fee:19.00 Page t of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk a Recorder l Ililll llllill lllll llll llllll l 111 l lllli lii lllll llll l 111 n� IYIVmI amr I mVmbl S R 11 PAGE SIZE r DA MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF NCHG EXAM b PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into thisal day of 7 ecem k-, 2006 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-835 and 47-795 Soft Moonlight, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any "2/015610-0043 n2274 01 47R7/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 366 2006 Secretary APPROVED AS`TO FORM: RUT N & TUCKER, LLPP� My Attorneys for the La Quinta Redevelopment Agency Date: 200,, 882/015610-0043 772274.01 a07/27/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT AG /Y ("Agency") By: / /1. Executive Director i HokAs P. G OJOVF_sE "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On td'(3q S►oo6 before mg, , c QQra �,wJ�a,9_ Notary Public, personally appeared %,r , Qwu —f� 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) OM�IsliM/la . I1IMM Cow* MrOMMO MomI&M On L� - \�C before �"�� \lC !VNotary Public, personally appeared \ i\-� C hCa-P,\ `�y1�)\�� personally known to me (or-- proved-tome-aWthe-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] J_ Notary Public QMM 0u.0QUE C ComMubn N 1634765 a llofty Pubbo • C0010 a 01 Margo MargCounty hycn3 "M LWMJa,401 "2/015610-0043 77227401 a07/27/06 —3— ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary PHYLLIS MAN/1LEY COMMISSION # Date Commission Expires • Ri(�T�p ��J/O County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino. CA 92408 Date COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 13 AND LOT 21 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 982/015610-0043 Page 1 772274.01 a07/27106 g DOC # 2007-0048049 1�00lbIMONWEALTH LAND TITLE CO 01/19/2007 08:00R Fee:NC SAN BERNARDINO Page 1 of 9 Recorded in Official Records County of Riverside REQUESTED BY Larry Y. Yard AND WHEN RECORDED MAIL T0: Assessor, County Clerk & Recorder s R u I IlIIII illilll (IIII III IIII II�IIO III�II IIIIIII IIII Ifil La Quinta Redevelopment Agency 78 495 Calls Tampico M A 1 "q 1 Al 1 VCnR 1 NCnR 1 9MC I NCNG EXAM La Quinta, CA 92253 S R U PAGE SIZE DA MISC LONG RFD COPY Attn: City Manager M A L 465 426 PCOR NCOR SMF CH EXAM 04 PARTIAL TERMINATION OF AMENDED -� AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this/eday of��6 / 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-345 Rose Dawn, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: I. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any '82/015610-0043 77627701 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: /Q 2007 ATTEST: Agency Sqbretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP A7MatiC��� Attorneys for the La Quinta Redevelopment Agency Date: // 2007 882/015610-0043 77627701 a07/27/06 —2— "AGENCY" LA QUINTA REDEVELOPM NT A�Agency' � (Bv: � D�rir�rrveo Executive Director 11 0AAs P. U1510ov&sF, "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: w� l Michael Shovlin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On �Q,�, /o' 4aD % before me, , �. o Notary Public, personally appeared %% rri/. c personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) isAme subscribed to the within instrument and acknowledged to me that he/she4hcy executed the same in his/heFMT6r authorized capacity(ies), and that by his/herAheir 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] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) a ll On � � Ups, before meet s;; \ X , Notary Public, personally appeared � c VVA P,` �t �V ti� , personally known to me to be the person(s) whose name(-s) is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ic4, and that by his/her/their signature(&) on the instrument the person(sj-or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. NotVy Publi [SEAL] comnn•aa, s 161r766 OYNOtIp/ N RAft aNe - Camfw4a Corny MV COMM. EXPIMS Jar 3,201 882/015610-0043 776277 01 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 34 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 982/015610-0043 EXHIBIT "A" 776277 01 a07/27/06 Page 1 Under the provisions of Government code 27361.7, I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary Commission number I fS ":� l `Q Date commission expires - h Z� - Q -,4-" -h g - County LOW Date i 1-19-V Under the provisions of Government code 27361.7, I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary Commission number l l-p � H 71 U ti Date commission expires County Date PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: "evei�n�t� -1 �a- �-1�5 Cci 11�e�CnP)CU Cc' 0aa]53 TRA: OTT: DOC # 2007-0114066 02/16/2007 08:00R Fee:NC Page I of 5 Recorded in Official Records County of Riverside Larry N, Ward Assessors County Clerk & Recorder 11111,111111111111III1111111111111111111111111111111II S R *455 SIZE DA MISC LONG RFD COPY M A 426 PCOR I NCOR I SMF NCHG EXAM OD? -- Spare above this line for recorder's use only Title of Document �- S-tcrl� Opt, on 'fires t- ri IIIt 't A r5i THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3:00 Additional Recording Fee Applies) ACR 238P-AS4RE0 (Rev. 07/2006) REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager S R I U I PAGE SIZE DA MISC LONG I RFD COPY M A L 65 426 PCOR NCOR SMF NCHG 1x m Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT T This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this �a) day oft bt a , 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a Califoihiia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-335 Rose Dawn, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 783152 01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AY "Agency") /J Date: 3 ` 2007 By:/��'7i�2irt Executive Director �11-It�1,As P. G �No�EsE A T T r Agency Secretar / APPROVED AS TO FORM: RUTAN & TUCKER, LLP / 110 Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: J'��'" fJ 12007 By: Michael Shov n Its: President 882/015610-0043 _2_ 783152 01 a07/27/06 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On o?eo l , before me, o , Notary Public, personally appeared 7n,-va_S ( .env/ s r personally known toe (or proved to me mon the basis of satisfactory evidence) to be the person(s) whose name(s) isLaw subscribed to the within instrument and acknowledged to me that he/she/key executed the same in his/hesAh6r authorized capacity(ies), and that by his/herkhei; 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On'4_p to 6 before personally appeared U Notary Public, 4 on t�i bt sis of Ratiefactory evidence) to be the personally known to me (or --proved- � ^�P-�---T person(s)-whose name(s) is/ar-c subscribed to the within instrument and acknowledged to me that he/shehlwy executed the same in his/her/II» authorized capacity(jcs), and that by his/hafAheir signature(,O n the instrument the personfs)-or the entity upon behalf of which the personal acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0043 783152.01 a07/27/06 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 35 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/01561M043 Page 1 783152.01 a07/27/06 g COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2007-0140801 02/28/2007 08:00ii Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111III11111111111111111III11111 II1111 S R U PAGE SIZE DA MISC LONG RFD COPY M A L 1 465 1 426 PCOR NCOR SIM NC EXAM PI PARTIAL TERMINATION OF AMENDED � AND RESTATED OPTION AGREEMENT This 'PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this)—j day of , 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-264, 79-268, 79- 280, 79-320, 79-336, and 79-348 Rose Dawn; 47-630 and 47-690 Dancing Butterfly, 79-269, 79- 289, and 79-293 Sign of Spring, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. In consideration of hereof, and the covenant consideration, the sufficiel agree as follows: 1. The of the County of to the Property. 2. Notwith: Amended and Restated 882/015610-0043 78922201 a07/27/06 TERMINATION: e foregoing Recitals, which are incorporated herein and made a part and promises hereinafter contained, and for good and valuable ✓ and receipt of which are hereby acknowledged, the parties hereto I and Restated Option Agreement recorded in the Official Records as Instrument No. 2004-0862178, is hereby terminated with respect the foregoing, nothing herein is intended to or does terminate the Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Z Date: Z_, 2007 "AGENCY" LA QUINTA REDEVELOPMENT AGE Y "Agency") By:�L�C Executive Director A TES r �s P, r v) V Pse c Agency Secretary ,o' APPROVED AS TO FORM: RUTAN & TUCKER, LLP �Il/1a M/� r%u' Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: C; .2007 Michael Shodflin Its: President 882/015610-0043 _ 789222.01 a07/27/06 _2 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On-fxYUCIYU ZI ,7. before me, i%( t111 Zi( (i ( (C>(r e. > Notary Public, personally appeared 1 l W BPR-, L 541T1*,' L 1 M, , personally known to me ( to be the person(s) whose name* is/axe-subscribed to the within instrument and acknowledged to me that he/she/jhey executed the same in his/her/their authorized capacity(ies), and that by his/her/dwir- signaturef*yon the instrument the person(#or the entity upon behalf of which the person(s}- acted, executed the instrument. Witness my hand and official seal. a ` Grp 0,0p _7 CUb16U76S NomaoCOAtanla WenIGCow* My Comm. Expires Jan 3,201 Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On ;2607 before me, a' , Notary Public, personally appeared _ �iY�irx2S C/�IJi�dS(E, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/am subscribed to the within instrument and acknowledged to me that he/sh executed the same in his/hcrM-&+ authorized capacity(ies), and that by his/ho"44*ir 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] 882/015610-0043 789222 01 a07/27/06 -3_ ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23, 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date B,a J �Zi �� Q40 -7 COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 47, 50, 56, 63, 65, 66, 71, 72, 75, 80, AND 85 OF TRACT NO.31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON - SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 789222.01 a07/27/06 B CQMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2007-0168151 03/12/2007 08:00A Fee:NC Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder 111111111111111111111111111111111111111111111111111111111 Code § 27383 X AMENDMENT NO. 1 TO DECLARATION OF COVENANTS CONDITIONS. AND RESTRICTIONS FOR PROPERTY 117 This AMENDMENT NO. 1 TO DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY ("Amendment No. F) is made and entered into this efa% day of /�, 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Covenantor"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Covenantor is the owner of certain real property located in the City of La Quinta, County of Riverside, State of California, legally described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Covenantor and Agency executed that certain Declaration of Covenants, Conditions, and Restrictions for Property, which was recorded against the Property and certain adjacent real property, on July 21, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0565214 (the "Declaration"). C. Covenantor and Agency now mutually desire to revise the Declaration with respect to the Property to enable Covenantor to sell the remaining Units in the Project to senior citizens who are at least 55 years of age and who are also either (a) "lower income households" (i.e., persons and families whose income does not exceed eighty percent (80%) of median income for Riverside County, adjusted for family size), or (b) "moderate income households" (i.e., persons and families whose income does not exceed one hundred twenty percent (120%) of median income for Riverside County, adjusted for family size). TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Declaration recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0565214, is hereby amended, with respect to the Property, as follows: 882/015610-0043 777554.02 a07/27/06 (a) To replace the definition of the term "Affordable Housing Cost" in Section Lb, in its entirety, with the following: "Affordable Housing Cost" shall be that purchase price which would result in monthly housing payments, including the cost for a thirty (30) year mortgage for that portion of the purchase price which is to be paid in the form of loan proceeds under currently prevailing mortgage loan rates or the interest rate of any below -market mortgage program for which such purchaser has obtained a first trust deed loan, of (i) for Moderate Income Eligible Buyers, not less than twenty-eight percent (28%) of the gross income of the household, nor more than thirty-five percent (35%) of one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the Unit; or (ii) for Low Income Eligible Buyers, not more than thirty percent (30%) of seventy percent (70%) of Riverside County median income adjusted for family size appropriate for the Unit. A sample calculation of an Affordable Housing Cost for a Moderate Income Eligible Buyer is set forth on Exhibit `B", which is attached hereto and incorporated herein by this reference ("Calculation of Affordable Housing Costs"). (b) To replace the definition of "Buyer Affordable Housing Documents," in Section Lc, in its entirety, with the following: "Buyer Affordable Housing Documents" shall collectively refer to the following documents, all of which shall be required to be executed by each buyer of a Unit to assure the affordability of the Unit to Eligible Buyers: (i) an affordable housing agreement that prohibits the resale of the Unit except to a Low Income Eligible Buyer or Moderate Income Eligible Buyer (as applicable) and grants the Covenantee an option to purchase the Unit ("Option of Purchase") in the event the buyer is unable to locate a Low Income Eligible Buyer or Moderate Income Eligible Buyer (as applicable) ("Buyer Affordable Housing Agreement"); (ii) a Memorandum reciting Covenantee's Option to Purchase ("Buyer Memorandum re Option to Purchase"); (iii) a promissory note ("Buyer Promissory Note") whose terms shall include a second deed of trust securing the Buyer Promissory Note ("Buyer Second Trust Deed"); and (iv) a disclosure statement acknowledging and consenting to all of the affordability and restrictions contained in the aforementioned documents ("Buyer Disclosure Statement"). (c) To replace the definition of the term "Eligible Buyer," in Section Le, in its entirety, with the following: "Eligible Buyer" shall mean a buyer of one of the Units in the Project who satisfies all of the following requirements: (i) at least one person in residence in the residential unit in question is a "qualifying resident" or "senior citizen" for purposes of residency in a "senior citizen housing development" (as those terms are defined in California Civil Code Section 51.3(b)(1) and (4)); (ii) each other resident in the same dwelling unit is either a "qualifying resident," "senior citizen," "qualified permanent resident" or "permitted health care resident" within 882/015610-0043 777554.02 a07/27/06 -2- the meaning of California Civil Code Section 51.3(b)(2), (3), and (7); and (iii) such person or persons qualify as either (a) "persons and families of moderate income" within the meaning of California Health and Safety Code Section 50093 (i.e., households whose income, adjusted for family size, do not exceed one hundred twenty (120%) of the Riverside County median income) (each, a "Moderate Income Eligible Buyer"), or (b) "lower income households" within the meaning of California Health and Safety Code Section 50079.5 (i.e., households whose income, adjusted for family size, do not exceed eighty percent (80%) of the Riverside County median income (each, a "Low Income Eligible Buyer"). 2. Whenever the term "Eligible Buyer" is used throughout the Declaration, such term shall refer to a Low Income Eligible Buyer, for Units whose initial sale by the Covenantor is to a Low Income Eligible Buyer, and such term shall refer to a Moderate Income Eligible Buyer, for Units whose initial sale by the Covenantor is to a Moderate Income Eligible Buyer. 3. Whenever the term "Affordable Housing Cost" is used throughout the Declaration, it shall refer to the Affordable Housing Cost applicable to the Eligible Buyer or proposed buyer, as defined in Section 1 above. 4. Unless otherwise specified herein, all defined terms herein shall have the meanings ascribed thereto in the Declaration. 5. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the Declaration shall remain in full force and effect. 6. In the event of any action between Agency and Covenantor seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 7. This Amendment No. 1 shall be construed according to its fair meaning and as if prepared by both parties hereto. 8. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law without regard to conflicts of law. The Superior Court of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 1. Service of process on Agency shall be made in accordance with California law. Service of process on Covenantor shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 9. Time is of the essence of this Amendment No. 1 and of each and every term and provision hereof. 10. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Agency 882/015610-0043 777554.02 a07/27/06 -3- and Covenantor. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 11. Signatures of the parties transmitted by facsimile shall be deemed binding. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof. 12. This Amendment No. 1 may be executed in counterparts, each of which, when this Amendment No. 1 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 13. The person(s) executing this Amendment No. 1 on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1 such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which such party is bound. 882/015610-0043 777554 02 a07/27/06 [end — signatures on next page] -4- IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date first above written. Date: c�j0�2007 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic "Agency") By: Executive Director AT T: 7409AS CsENOt/,E-SE C'G-6 Agency Secrets APPROVED AS TO FORM: RUTA i TUCKFL P Attorneys for the La Quints Redevelopment Agency Date: / -9 `G �o , 2007 882/015610-0043 777554 02 a0727/06 -5- "COVENANTOR" SANTA ROSA DEVELOPMENT, INC., a California corporation By: el Shovlin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On �LoyY[!ir fiaDO%, before mePQP�i Public, personally appeared %/gyp �IE�JD P personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names) is/aae subscribed to the within instrument and acknowledged to me that he/ske0dwy executed the same in his/lter�llniir authorized capacity(ies), and that by his/li�Ft}tcir signature(s) on the instrument the persons) or the entity upon behalf of which the persons) acted, executed the instrument. Witness my hand and official seal. ztqotary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On '� before me; (� p Notary Public, personally appeared k i i e iN� r/ `�lfl 6 personally known to me (or pr ) to be the person( }whose names) is/are subscribed to the within instrument and acknowledged to me that he/ski/ executed the same in his/rltjieir authorized capacityJyesj and that by his/her/tTi®ii- signaturon the instrument the person�aj or the entity upon behalf of which the perso} acted, executed the instrument. Witness my hand and official seal. [SEAL] Notary Publ ottoouE a Cominlulon # 1634765 Y Proto - CollfOmla COWAY t COS' � S. 201 882/015610-0043 777554 02 a07/27/06 -6- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: ALL OF TRACT NO. 31311, EXCEPT LOTS 1 THROUGH 25, INCLUSIVE, LOTS 27 THROUGH 29, INCLUSIVE, LOTS 31 THROUGH 34, INCLUSIVE, AND LOTS 36 AND 37, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/075610-0043 EXHIBIT "A" 77755402 a07/27/06 Page 1 ND I I10 N COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manaeer DOC # 2007-0183589 03/16/2007 06:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIII IIIIIII III illll III IIIIIII illll III (IIII IIII IIII U I PAGE I SIZE I DA I MISC I LONG RFD I COPY I 465 I 426 IPCORINCORI SMF Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination') is made and entered into this G'r"day of k4 ay -oh 2007 ("Effective Date"), by and between SANTA ROSA DEVELQPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-690 Dancing Butterfly, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 793787 01 a07/27/06 013 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AG"Agency") Date: �� y ENCY2007 By: Executive Director 714oAA,A5 P (QENQi/�5E T: Agency Seer \ APPROVED AS TO FORM: RUTAN & TUCKER, LLP A/�"r�1' Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: , 2007 B� Y:� Michael S11vfin Its: President '92/015610-0043 793787 01 a07/27/06 STATE OF CALIFORNIA ► COUNTY OF RIVERSIDE 1 ss. On March 14, 2007 , before me, Regenia Hensley, Notary Public, personally appeared_ Thomas P. Genovese , personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he 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. 1 � R NIA HENSLEY ot Nary Public / Commission # 1521423 Expiration: October 23, 2008 [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ► ss. On 0 before me ,1 ��7� � L ,Notary Public, personally appeared MSC J1G Pl\1�Y� personally known to me (or factory evidence)to be the person(%) -whose names-Yis/ar-e subscribed to the within instrument and acknowledged to me that he/s,befthey executed the same in his/heN#heir authorized capacity(ies), and that by his/Ae lt,hairsignature(s}en the instrument the personjaror the entity upon behalf of which the person(*Tcted, executed the instrument. WITNESS my hand and official seal. [SEAL] ` -3- onNllu+ ouoouE Commission # 1634765 is Notary Public • California _ RiverskJo COLN* My Comm. Expires Jan 3, 2010 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 83 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 793787.01 a07/27/06 g �► �11�1�. G4)YE(lfaEMT �l�bE'173S1.7 certify under penalty of perjury that the statement is attached reads as follows: notary seal on the doc 4rpent to which this Name of Notary � /,,-7 „ / / I Notary Identification Number Vender Identification Number County Where Bond Is Filed Date Commission Exp DATE:�j / %�n/ CJ 'state of C SPL, Inc. as agent ....,.,,eua ) - Signature County of ------- per:iona-- On before me, — --_ _oersonall a Personally known to me (or proved to me the Y appeared person (s) whose name (s) is/are subscribed to theiwlthinaostrumery nt and to acknowledged the to me that he/she/they executed the same in his/her their autoorized capacitysfacto ) the that by his/her/their signature (s) on the instrument the person s behalf of which the person (s) acted, executed the instrument (ies), and and official seal. (), or the entity upon -- Signature WITNESS my hand 1 CERTIFY UNDER PENALTY OF PERJURY THAT THIS MATERIAL IS A TRUE COPY OF THE ORIGINAL MATERIAL CONTAINED IN THE DOCUMENT: DATE: SPL, Inc. as agent M Signature Revised 916/06 R.l DR 001 2 Penalties in I R I I I l.dnc COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: DOC # 2007-0183590 03/26/2007 08:00R Fee:NC Page I of 5 Recorded in Official Records County of Riverside Larryj W. Ward Assessor, County Clerk & Recorder I (IIIII IIIIE I IIIII IIIIlI 1 IIIIIII IIIII $ 11111111 IIII(III(III La Quinta Redevelopment Agency S, R I U PAGE SIZE DA MISC LONG RFD I COPY 78-495 Calle Tampico La Quinta, CA 92253 M A I L 1 466 1 426 1 PCOR NCOR SMF Ific IEq Attn: City Manager �`/7"//y�) Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION I ,I/� AGREEMENT ("Partial Termination") is made and entered into this -day of W0VC' 2007 (`Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public ® body, corporate and politic ("Agency"). I�S` RECITALS: A. Developer is the owner of that certain real property located at 79-313 Sign of Spring, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 790146 01 a07/27/06 T covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: % 2007 RUUTTA�N & TUCKER, LLP L7�'=l C�• Attorneys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT A�ENU gency") Executive Director -FPOA,gs A 6C,&)0 VFS6 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation i Date: �`� � , 2007 By - Michael Shovlin DAN07A OLLOOUE _ CommlWon r« 1634765 .0 Notory Vudk - Callfornlc_ RNefabe County My Comm. Expires Jan 3.201 882/015610-0043 79014601 a07/27/06 -2- Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 01eO7, before me, '�C q�-rriC,H a��� , Notary Public, personally appeared TJjo,, ✓� S! 'C;.��,�i/G s e personally known to me (or proved to me on the ba is of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shoAhey executed the same in his/hefAheir authorized capacity(ies), and that by his/heAkkeir 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] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On r — '!�'/' 0--) , before me, Notary Public, personally appeared 1Vl'1 ( `24 p1 1114'1 personally known to me (or proved—tv'tne—on to be the person(s-)-whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/sjielthey executed the same in his/her/thpoir authorized capacity(ies}, and that by his/her/thtir signaturg(s)—on the instrument the perso}i(O-or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] rA unrlRA OLlocuE Canmii6lon * 1634761 z rotary Publlc • CCOfomla 5 RtvenWe County My Comm. Ezptre! Jan 3, 201 882/015610-0043 790146 01 a07/27/06 I -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certifyiunder penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGINIA HENSLEY COMMISSION # 1521423 Date Commission Expires OCTOBER 23 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 Date . i COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 58 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 125, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.' EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 790146 01 a07/27/06 Page I AMENDMENT NO.4 TO AFFORDABLE HOUSING AGREEMENT This AMENDMENT NO.4 TO AFFORDABLE HOUSING AGREEMENT ("Amendment No. 4") is made and entered into as of R , 2007 (the "Effective Date") by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"). RECITALS: A. On or about January 22, 2003, the Agency and Developer entered into that certain Affordable Housing Agreement (the "Original AHA"), pursuant to which Agency agreed to sell to Developer, and Developer agreed to purchase from Agency, that certain real property located at the corner of Avenue 48th and Adams Street, in the City of La Quinta, County of Riverside, State of California (the "Site"), and to construct thereon a "senior citizen housing development," as defined in Civil Code Section 51.3(b)(4), consisting of not less than one hundred forty-nine (149) single-family detached homes and related improvements (the "Project') to be sold to Eligible Buyers at an Affordable Housing Cost. B. On or about June 22, 2004, the Agency and Developer amended the Original AHA by that certain Waiver and Replacement of Conditions for Closing for the Affordable Housing Agreement and for the Option Agreement ("Amendment No. I") to revise, among other terms, various provisions related to the Project Entitlements. C. On or about October 28, 2004, the Agency and Developer entered into that certain Amendment No. 2 to Affordable Housing Agreement to further revise the provisions related to the Project Entitlements ("Amendment No. 2"). D. On or about July 14, 2006, the Agency and Developer entered into that certain Amendment No. 3 to Affordable Housing Agreement to extend certain timeframes set forth in the Original AHA. The Original AHA, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, is hereinafter referred to as the "AHA." E. Developer and Agency now wish to further revise the AHA to provide for an increase in the amount of financial assistance Agency is providing to Developer pursuant to the AHA, and to enable Developer to sell Units in the Project to senior citizens who are at least 55 years of age and who are also either (a) "lower income households" (i.e., persons and families whose income does not exceed eighty percent (80%) of median income .for Riverside County, adjusted for family size), or (b) "moderate income households" (i.e., persons and families whose income does not exceed one hundred twenty percent (120%) of median income for Riverside County, adjusted for family size"). 882/015610-0043 777448.02 a01 /22/07 AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The AHA is hereby amended to replace Section 202, in its entirety, with the following: [202] Homebuyer Assistance Agency shall provide as part of the Agency Assistance a loan to each Eligible Buyer of a Unit in the Project ("Homebuyer Loan"). Each Homebuyer Loan shall be composed of (i) a cash component that Agency shall, prior to or concurrent with each close of escrow for the sale of a Unit to an Eligible Buyer, deposit into said escrow to be applied towards the purchase price of such Unit (the "Cash Component of Homebuyer Loan"); (ii) the Unit's pro-rata share of the Acquisition Assistance, which equals Five Thousand One Hundred Thirty -Three Dollars ($5,133) (the "Acquisition Assistance Component of Homebuyer Loan"), and the Unit's pro-rata share of the entitlement and other municipal fees required to develop the Project, which equals Five Thousand Three Hundred Sixty -Nine Dollars ($5,369) (the "Entitlement Component of Homebuyer Loan"). The Acquisition Component of Homebuyer Loan and the Entitlement Component of Homebuyer Loan represent assistance that Agency will already have provided to Developer to develop the Project, pursuant to this Agreement, and will be credited by the Developer towards the purchase price of each Unit by an Eligible Buyer by a reduction of the purchase price from the market price to the affordable purchase price. The cumulative amount of the Cash Component of Homebuyer Loan for all Units in the aggregate shall not exceed Eleven Million Five Hundred Thousand Dollars ($11,500,000) (the "Homebuyer Assistance"). The amount of the Cash Component of Homebuyer Loan for each individual Unit shall be an amount up to, but not exceeding, One Hundred Three Thousand Dollars ($103,000). 2. The AHA is hereby amended to replace Section 401, in its entirety, with the following: [401] Affordable Housine. Developer hereby covenants and agrees, for itself and its successors and assigns, to develop not less than one hundred forty-nine (149) residential housing units on the Site to be sold to "Eligible Buyers" at an "Affordable Housing Cost," all as more fully described in the Declaration. For purposes of this Agreement, the term "Eligible Buyer" shall mean a buyer of one of the Units in the Project who satisfies all of the following requirements: (i) at least one person in residence in the residential unit in question is a "qualifying resident" or "senior citizen" who is 55 years of age or older, for purposes of residency in a "senior citizen housing development" (as those terms are defined in California Civil Code Sections 51.3(b)(1) and (4)); (ii) each other resident in the same dwelling unit is either a "qualifying resident," "senior citizen," "qualified permanent resident" or "permitted health care resident" (as those terms are defined in California Civil Code Sections 51.3(b)(2), (3), and (7)); and (iii) such person or persons qualify as either (a) "persons and families of moderate income" within the meaning of California Health and Safety Code Section 50093 (i.e., households whose income, adjusted for family size, do not exceed one hundred twenty (120%) of the Riverside County Median Income) (each, a "Moderate Income Eligible Buyer"), or (b) "lower income households" within the meaning of California Health and Safety Code Section 50079.5 (i.e., households whose income, adjusted for family size, do not exceed eighty percent (80%) of the Riverside County Median Income (each, a "Low Income Eligible Buyer"). For purposes of this Agreement, the term "Affordable Housing Cost" shall mean that purchase price which would result in monthly housing payments, including the cost for a thirty (30) year mortgage for that portion of the purchase price which is to be paid in the form of loan proceeds under currently prevailing mortgage loan rates or the interest rate of any below - market mortgage program for which such purchaser has obtained a first trust deed loan, of (1) for Low Income Eligible Buyers, not more than thirty percent (30%) of seventy percent (70%) of Riverside County Median Income adjusted for family size appropriate for the Unit; or (2) for Moderate Income Eligible Buyers, not less than twenty-eight percent (28%) of the gross income of the household, nor more than thirty-five percent (35%) of one hundred ten percent (110%) of Riverside County Median Income adjusted for family size appropriate for the Unit. 3. Developer acknowledges and agrees that the Buyer Affordable Housing Documents attached to the AHA as Attachment No. 10 are designed for use with Moderate Income Eligible Tenants, and that at such time as Developer sells a Unit to a Low Income Eligible Tenant, such Low Income Eligible Tenant will be required to sign a set of Buyer Affordable Housing Documents that have been designed for use with Low Income Eligible Tenants. 4. Developer and Agency shall, concurrently with the execution hereof, execute the Amendment No. 1 to Declaration of Covenants, Conditions, and Restrictions for Property, in the form attached hereto and incorporated herein as Exhibit "A". 5. Unless otherwise specified herein, all defined terms herein shall have the meanings ascribed thereto in the AHA. 6. Except as otherwise expressly provided in this Amendment No. 4, all of the terms and conditions of the AHA shall remain in full force and effect. 7. In the event of any action between Agency and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 4, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 8. This Amendment No. 4 shall be construed according to its fair meaning and as if prepared by both parties hereto. 9. This Amendment No. 4 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law without regard to conflicts of law. The Superior Court of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 4. Service of process on Agency shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 10. Time is of the essence of this Amendment No. 4 and of each and every term and provision hereof. 11. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Agency and Developer. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 12. Signatures of the parties transmitted by facsimile shall be deemed binding. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof. 13. This Amendment No. 4 may be executed in counterparts, each of which, when this Amendment No. 4 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 14. The person(s) executing this Amendment No. 4 on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 4 on behalf of said party, (iii) by so executing this Amendment No. 4 such party is formally bound to the provisions of this Amendment No. 4, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement to which such party is bound. [End of text — signature page follows] EXHIBIT "A" AMENDMENT NO. 1 TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR PROPERTY [See following document] 892/015610-0043 777448 02 a01122/07 IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read this Amendment No. 4, understands it, and hereby executes this Amendment No. 4 to be effective as of the day and year first written above. Date: 2007 Date: c 12007 ATTE Veronica.J. M cino, Agency Secretary APPROVED AS -TO FORM: RUTAN TUCKS LLP By: W. Katherine JenW, Agency Counsel "Developer" SANTA ROSA DEVELOPMENT, INC., a California corporation By://� .✓� ic ael Shovlin Its: President "Agency" LA QUINTA REDEVELOPMENT AGENCY, a ublii b y, corporate,d o ' is By Executive Director '821015610-OO43 777448.02 a01/29/07 PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: Jvmmumled� 50D AND WHEN RECORDED MAIL TO: La QUinta Ra-lei (g-4q5 O lle 1 rnp co �a. Ou in A/6,lx q2�'3 DOC # 2007-0220739 03/30/2007 08:00A Fee:NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111111111111111111 S R4UPAGE SIZE DA MISC "LONGIRFDCOPY M A426 PCOR NCOREXAM A Space above this line for recorder's use only TRA: /� DTT: ek(na I Term Irm �ino /)/� �`(de4 THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3:00 Additional Recording Fee Applies) ACR 238P-AS4REO (Rev. 0712006) CC'"MONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Exempt From Recording Fee Pursuant to Government Code § 27383 S R LI PAGE SIZE DA MISC LONG I RFD I COPY M A L 465 1 426 PCOR NCOR SMF NCHG EMM PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION 40 AGREEMENT ("Partial Termination") is made and entered into this'ZZday of .WAdY'(!K-,-, , 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-670 Dancing Butterfly, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 796007 01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT A�" ("Agency") /� Date: 2007 / Executive Director ATTBCII'•/ �!� 1 Y m qs 1 P , &&0 Agency Secretary APPROVED AS TO FORM: RUT��N & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation 2007 By: Michael Shovlin Its: President 882/015610-0043 _2_ 796007 01 a07/27/06 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 3 -M -(i 1 , befor me, % M?6 a . t I l eto , Notary Public, personally appeared 0ma er`oJc5e 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. 4fmor otary Public [SEAL] COMM" E 1723211 c4umv 1p11�F "M UM1 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) Onbefore me, Notary Public, personally appeared personally known to me (or ) to be the person(s)rwhose name(a) is/are subscribed to the within instrument and acknowledged to me that he/she/tbey executed the same in his/her/theirauthorized capacity(ias), and that by his/herltheir signature(O-on the instrument the persor*syur the entity upon behalf of which the person(s�r acted, executed the instrument. Witness my hand and official seal. Notary PuMli [SEAL] 5A1 OLLOOUE CommWbWslo n # 1634765 NOW Pub0c • COI@omla RNealtle County 61MV Comm. Expka Jan 9, 201 882/015610-0043 796007 01 a0V27/06 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 82 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 79600701 a07/27/06 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary Pamela S. Nieto Commission # 1723211 Date Commission Expires February 2 2011 County Where Bond is Filed Riverside Count Place of Execution of this Declaration San Bernardino CA 92408 Date March 29 2007 �C.?V Commonweea th Land Title Company 00-'A�,AQNWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Ann: City Manager DOC # 2007-0218380 03/30/2007 08:00ii Fee:NC Page i of 4 Recorded In Official Records County of Riverside Larry U. Yard Assessor, CountV Clerk & Recorder R U M IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII R U PNGE SIZE I DA I MISC LONG RFD COPY M 1 A I L I 465 I 426 POOR NCOR SMF PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND ISTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this ay of1 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-340 Rose Dawn and 79-333 Sign of Spring, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any '82/015610-0043 797113.01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 3/2 % 2007 APPROVED AS TO FORM: RU�T�N & TUCKER,/LLLP A,Yv,' /�UVIQI WW1 Attorneys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPM T �Agency„)� By: Executive Director "DEVELOPER" 6 ENaUese- SANTA ROSA DEVELOPMENT, INC., a California corporation �' /1 Date: ;2 7 2007 By: //� Mic ael Shoykln Its: President 882/015610-0043 _ 797113 01 a07/27/06 _2 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On Z�4 dh c907 , before me,%�C'1�P�1,w l'el c° ,Notary Public, personally appeared %721;'Zx .-S , personally known to me (or proved to me on the Wasis of satisfactory evidence) to be the person(s) whose name(s) is<a" subscribed to the within instrument and acknowledged to me that he/sue executed the same in his/heir authorized capacity(ies), and that by his/herki%k 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] otary Public STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On \�a'y A(\ ��lioon , before me, 'j�nh� G Notary Public, personally appeared C hCt L personally known to me (or-preved-to-me-on-the-basis-of) to be the personf "hose name(g) is/are subscribed to the within instrument and acknowledged to me that he/skYthey executed the same in hisawAheir authorized capacity(ies); and that by his/herltheir signature*ron the instrument the person(" the entity upon behalf of which the person(sy acted, executed the instrument. Witness my hand and official seal. [SEAL] DMTZA OLLOCIE Commission A 1634765 Notary Public • CalU0111110 RlwMsld2 County No ary P>abli 882/015610-0043 797113 01 a07/27/06 -3- ec;;jssion 11634765 HaimR CourdYCa3lomia EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 45 and 51 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 79n a 13 01 a07/27/06 g .-,U MONWEALTH LAND TITLE CO BAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: R U PAG La Quinta Redevelopment Agency RES 78-495 Calle Tampico La Quinta, CA 92253 R u P < Attn: City Manager A M I A DOC # 2007-0218381 03/30/2007 08:00ii Fee:NC Pape 1 of 4 Recorded in Official Records County of Riverside Larry Y. Ward I IIIIII IIIIIII IIIII III IIIII IIIIII IIIIII III IIIII II SIZE I DA 1 MISC I LONG RFD COPY 426 IPCORINCORI SMF PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this (4day of MO , 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-695 Soft Moonlight, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as tollows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 795102 01 x07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMEN AG�A[CY („) Date: 3/G 2007 By:� Executive Director ATTEST: TF�OM�S P. �F1�DVIE;SE Agency Secretar / "DEVELOPER" APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency SANTA ROSA DEVELOPMENT, INC., a California corporation { Date: J " � , 2007 By: - .�" � Micliael Sho in Its: President 882/015610-0043 795102 01 a07/27/06 -2- STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 02ilz?J7 /G oAeV7 , before me, ,y - by , Notary Public, personally appeared ' e y�pll� 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/she4hey executed the same in his/herM"i-r authorized capacity(ies), and that by his/kef4kir 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] STATE OF CALIFORNIA COUNTY OF RIVERSIDE 0 - On-c—{� ss. 0 1012 — M—- Notary Public, personally appeared N, (A6 , :e t Sh,wV� personally known to me ( —basis-ef -satis€aetery--evidence) to be the person(s) whose name{4) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/horft> it authorized capacity(iosJ, and that by his/herltheir signature(,& - n the instrument the person,�r the entity upon behalf of which the personS,z) acted, executed the instrument. before me; Witness my hand and official seal. [SEAL] ' DANII7A OLLOQUE CommWalon A 1634765 Notory Public - Colitomlo Rtmaide County iQMV Conxn. Expke6 Jon 3, 2010 a �-d r �1 _// -�L' • . " , 882/015610-0043 795102 01 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 38 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 795102 01 a0727/06 Page I it PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: DOC # 2007-0269556 04/20/2007 08:06A Fee:NC Page i of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 S R I U I PA5V, I SIZE I DA I MISC LONG RFD I COPY 11k M A L 4 426 PCOR NCOR SMF NC /Exn SPAC V � k4 -'e_c V vz\CAk 0 r, Title of Document E ABOVE FOR RECORDER'S USE A n �'eeJtret�� THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) (Rev. 6/00:ha) (Word/S:/Doc Exam/Cover Sheet) COMMONWEALTH LAND TITLE Co SAN BERNARDINO i. REQUESTED BY AND WHEN RECORDED MAIL TO: S. R I U I PAPE SIZE DA MISC LONG RFD COPY La Quinta Redevelopment Agency 78-495 Calle Tampico M A L 1 495 426 1 PCORINCORI SMF NCHG 'M La Quinta, CA 92253 Attn: City Manager Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED 013 i AND RESTATED OPTION AGREEMENT U ® This PARTIAL TERMINATION OF AMENDED AND RESTA) ED OPTION AGREEMENT ("Partial Termination") is made and entered into this Llday of r 2007 ("Effective Dale"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-655 Soft Moonlight, 79-261 Sign of Spring, and 47-650 Dancing Butterfly, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and'made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 803107.01 a0727/06 iF covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: T X13 12007 Agency Secre v• APPROVED AS TO FORM: RUTAN & TUCKER, LLP QI Attorneys for the La Quinta Redevelopment Agency Date: ���^ �� 2007 882/015610-0043 803107.01 a07/27/06 "AGENCY" LA QUINTA REDEVELOPMENT A Y Agency By Executive Director 7}40M•A s R rCN�v s� "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: �✓, s�v •= Michael Shovfih Its: President _2_ STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On i OD % before me, �5l , Notary Public, personally appeared %hOr"geii 0% 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/shoAhay executed the same in his/h@R44eir authorized capacity(ies), and that by his/hefAheir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. my hand and official seal. [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE Notary Public ss. before me, Notary Public, personally appeared , c ha r,( '�hnuks n I personally known to me (or p~v-a to me on the haSir of satigi }__��idence) to be the person(&Ywhose name(s)ris/yre subscribed to the within instrument and acknowledged to me that he/shefthey executed the same in his/her/t1wir authorized capacity(ies), and that by his/her/t & signatures -on the instrument the person(sj- or the entity upon behalf of which the person(&) acted, executed the irnstrument. Witness my hand and official seal. otary Pu [SEAL] mmkWo 01634E Colnrrrpalorr • 16J4763 i S Nafty how - Cautomb 5 i MVSM a Courdy My Carus. E an JS, ZOt 882/015610-0043 803107 01 a0727/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 40, 77, AND 81 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 903107 01 a07/27/06 g COMMONWEALTH LAND TITLE CO. DOC # 2007-0317841 SAN BERNARDINO 05/11/2007 08:00A Fee:NC Page 1 of 4 ' Recorded in Official Records REQUESTED BY County of Riverside Larry W, Ward AND WHEN RECORDED MAIL TO: Assessor, County Clerk & Recorder La Quinta Redevelopment Agency s R I IIIII IIIIIII I IIIIII IIIII IIIIII IIIII III IIIII 11111111 78-495 Calle Tampico u e I_ a65 a2fi PCOR NCOR SMF NCHG EXAM _ La Quinta, CA 92253 s R U PAGE SIZE DA MISC LONG RFD COPY Attn: gty Manager f M A L 65 426 PCOR NCOR SMF CH MM 0026 PARTIAL TERMINATION OF AMENDED �Y a AND RESTATED OPTION AGREEMENT tJ This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION �` AGREEMENT ("Partial Termination") is made and entered into this � day of � X t 026 2007 ("`Effective Date"), by and between SANTA ROSA DEVELOPMENT, INCaC California p corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public I�) body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-610 Dancing Butterfly, and 79-273 Sign of Spring, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: APPROVED AS TO FORM: RUT ]V & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency 2007 "AGENCY" LA QUINTA REDEVELOPMENT A//Y "Agency") BCy:C �GYa2ot�� Executive Director ` ooMAS P. G",- oVesr- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a f o California corporation Date: _ 7 2007 By: Mic ael Sh>4m Its: President 882/015610-0043 806095.01 aD7/27/06 -2- STATE OFCALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 10vvwl v? o'YJ� before me, e/7 rNotary Public, personally appea •ed , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/m%-subscribed to the within instrument and acknowledged to me that he/she4l;fey executed the same in his/hafAlwir authorized capacity(ies), and that by his4ws4heir signature(s,i 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. c / Notary Public [SEAL] STATE; OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) ^1lEr3EP�li4 ��Y pongn6on t 152T423 Notary era Rhreralde'County myCorral. E1gJke'Oct 23, 2008 On �-'1 D-OC before me, :E cYw Pam, Notary Public, personally appeared M'. <. hr, P ( personally known to me ( to be the person(s)-whose name(&) is/are subscribed to the within instrument and acknowledged to me that he/she/+ey executed the same in his/IwVtheir authorized capacity(ias), and that by his/her/their signatures) on the instrument the person(s)-or the entity upon behalf of which the person(&) acted, executed the instrument. [SEAL] Witness my hand and official seal. LJX;�4 7�- .. otary Pubc 1 Zt� CtaMMA • 1634745NmL- - Coftrnja o1IV8131de County My Comm Expnes Jan 3, 201 n -a.r. 882/01561M043 806095 01 47/27/06 -3- y EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 70 AND 79 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS., PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095.01 a07/27/06 Page 1 COMMONWEALTH LAND TITLE CO. i SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2007-0345846 00/25/20p07g 08:00s Fee:18.00 I of Recorded in Official Records County of Riverside Larry Y. Ward Rskessor, County Clark 6 Recorder S R l I (IIIII IIIIIII III IIIII IIIIIII III IIIIIII III IIIII IIII IIII M I A I L 1 465 I 426 I PCORI NCORI SMF I NCHG EXAM S R U I PAGE I SIZE I DA I MISC I LONG I RFD F COPY M I A I L 1 465 I 426 I PCORI NCORI SMF I NCHG �,nE` V PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION 0�AGREEMENT ("Partial Termination") is made and entered into this day of 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California o� corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public I J body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-285 Sign of Spring, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: i. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610A043 806095 04 a07/27/06 FT -] 049 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: WOrt4v , 2007 t APPROVED AS TO FORM: RU�TAA%N & TUCKER, LLLLPP Atiomeys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPME T A Y "Agency") By: :ate Executive Director Ilio t-s s "DEVELOPER" 10, G'ENov Eye SANTA ROSA DEVELOPMENT, INC., a California corporation Date:, ✓�' � , 2007 By: Michael Sh vlin Its: President 882/015610-0043 906095 04 a07/27/06 _2_ STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 6115)0,7 7 before me, C:a4 c,o a , Notary Public, personally appeared Larne-. P. 61. 41-"' r- " , 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. �,►, tr ° r tom^ 10-1 +. ' '[SEAL] MVCM".EVkft0Ct16.201 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On me, Notary Public, personally appeared �-\k(j1Ctf%k `—,hc)Q�\n personally known to me (or -proved -to a>c on ��-aiisfaotury-evidene€) to be the person("hose narn*) Ware- 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} or the entity upon behalf of which the persorl(s)- acted, executed the instrument. Witness my hand and official seal. [SEAL] eema-'2 '. & Notary Pu 882/015610-0043 806095 04 a0727/06 -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary PHYLLIS MANLEY COMMISSION# 1697796 Date Commission Expires OCTOBER 16, 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92408 Date AfkI COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 67 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 04 a072a7/06 g COMMONWEALTH LAND TITLE CO. - FSAN BERNARDINO DOC # 2007-0338932 05/23/2007 08:00R Fee:NC Page I of 4 REQUESTED BY Recorded in Official Records AND WHEN RECORDED MAIL TO: County of Riverside Larry IJ. Ward 1-County Clerk & Quinta Redevelopment Agency 78 LELEL s R u I Ilrlll IIIIIII II IIIIIIII IIIII IIIIIIIIII III III I lRecordei 78-495 Calle Tampico IIII III. La Quinta, CA 92253 I _ Attn: City Manager S R U I PAGE SIZE DA MISC LONG I RFD COPY Ex M I A I L 1 45 1 426 1 PCORINCORI SMF NC ESQ. .� AND RESTATED OPTION AGREEMENT h This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION Tj AGREEMENT ("Partial Termination") is made and entered into thisd-� day of A a)-1 , O2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public (� body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-635 Soft Moonlight, and 79-332 Rose Dawn, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter containedi, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 805354 O1 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: `//, .2007 APPROVED AS TO FORM: RUTAN & TUCKER, LLP 121 /13u2-A Attorneys for the La Quinta Redevelopment Agency Date: J- 2007 882/015610-0043 805354 01 a07/27/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT A Y `,`Agency") Executive Director i�or�a-s P. Co�ov�s� "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Mic ael Shovhn Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On A,p/^i p'jlo�o67 , before me, 6.Notary Public, personally appeared ' 27W'r7'aS egerid(/e,5" personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/ae-subscribed to the within instrument and acknowledged to me that he/skeA4wy executed the same in his/hefi4ka r authorized capacity(ies), and that by his/4ter41eir 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. otary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On _� a) DC)� _ , before me, Notary Public, personally appeared \_\k [, hCn,PA personally known. to me ( eon e a ' satis€actory—evidence) to be the person(s) whose name(s)-is/are subscribed to the within instrument and acknowledged to me that he/sire/they executed the same in his/her/their authorized capacity(ies), and that by hiss/their signatures) on the instrument the personal or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. & Z/1 � es Notary Public [SEAL �•OUOQUE cn # 1634765 tj0WV Pubpc _ ccoomto Rtvefwo county My Comm. Exph" Jon 3, 20t 882/015610-0043 805354.01 a0727/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 41 AND 49 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE; OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 805354 01 a07/27/06 Page I COMMONWEALTH LAND TITLE CO. SAN 13ERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOG # 2007-0326632 05/16/2007 08:00A Fee:NC Page 1 of 3 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1 1111111111 mole..... •..... 11.............. 1— .--i PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is, made and entered into this 41 day of Aj(L , 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, rNC1a lifornia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-324 Rose Dawn, and 79-337 and 79-317 Sign of Spring, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the .Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 02 a07/27/06 7N S covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: /Y 12007 Agency AS TO FORM: RUTAN & TUCKER, LLP r11�CkEe 541L. Attorneys for the La Quinta Redevelopment Agency Date: _ i �l �H �l 2007 "AGENCY" LA QUINTA REDEVELOPMEN AG Y ("Agency") Executive Director -nb"1s fl. 6EAA9 v�SE 882/015610-0043 806095 02 a07/27/06 -2- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael S ovlin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On jfZ4 V '% c*PO7 , before me, 7(2g�i i�'e j� 5�e �/ , Notary Public, personally appeared �', ('pamtze 5�, , 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/sh@A+tey executed the same in his/hep4teir authorized capacity(ies), and that by his/herhheir 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. l C otary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On t \� \, d cX) + before me, \Y.t6\-CZ w ` \l (aLW Notary Public, personally appeared ` �1.� �1U P �fn+�sl�i r� personally known to me (or —prove e) to be the person4ywhose name(s)is/amsubscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/her/their authorized capacity(iesj, and that by hisArer/their signature(8)- on the instrument the person(s)—or the entity upon behalf of which the persou(s)- acted, executed the instrument. Witness my hand and official seal. of Public [SEAL] DANUA OLLOCUE Commualon • 167d765 .� NotO1y PubIIC - CO%(omtO_ RHemkle COUNY mV Comm. ExpdaJm D, Y01 882/015610-0043 806095 02 a07/27/06 -3- COMMO WEALTH LAND TITLE CO 'SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: H La Quinta Redevelopment Agency 78-495 Call. Tampico La Quinta, CA 92253 Attn: City Manager Ex DOC # 2007-0345861 05/25/2007 08:00p Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIII II I it IIII I IIIII IIIII III III IIIII I III OPV S R U PAGE SIZE DA MISC LONG RFD COPY e M A L 465 426 PCOR NCOR SMF CH Ex m PARTIAL TERMINATION OF AMENDED �10AND RESTATED OPTION AGREEMENT yI/ This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION 049 M AGREEMENT ("Partial Termination") is made and entered into thisl day of vAcj�,4 , Q 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-272 Rose Dawn, and 47-675 Soft Moonlight, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 03 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: S� A !n Ag y Secretary APPROVED AS TO FORM: RUTA & TUCKER, LLPP � Attorneys for the La Quinta Redevelopment Agency 2007 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") BAY: Executive Director 1wotkoB R �E�J�7vE5E "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: r �j 2007 By: Mic aeI Shovlm Its: President 882/015610-0043 _ 806095 03 a07/27/06 �2' STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On _ before me, Notary Public, personally appe d —1—,b personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) Woe -subscribed to the within instrument and acknowledged to me that he/gha41my executed the same in his/&-rkkeir authorized capacity(ies), and that by his/he"kWr 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. �N ry Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On NA(tt,l"/,d00-f , before me, .� r Notary Public, personally appeared �� (� t\6L r- l f .cs%) Vt\ personally known to me (o as s o s 3s Bence) to be the person(&} whose name(sy is/are subscribed to the within instrument and acknowledged to me that he/ske9i)ay executed the same in his/her/their authorized capacity(i*, and that by his/bar/their signatures on the instrument the person Wor the entity upon behalf of which the persons} acted, executed the instrument. Witness my hand and official seal. otary P 1' [SEAL] DAN= OUOCUE _ Commlealon # 1634765 Q-11,101-My Notary Public - Cotlfomlo Rivenitle County Comm. Ezpfrw Jan 5, 2010 882/015610-0043 806095.03 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 39 AND 73 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095 03 a0727/06 Page I 161 ION 'COMMONWEALTH LAND TITLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico DOC # 2007-0377935 M/08/2007 08:= Foci19.00 Pape i of B Recorded In Official Records County of Riverside Larry W. Ward Assessor, County Clark d Recorder 111111111111111111111111111111111111111111111111111111 La Quinta, CA 92253 Attn: City Manager S R U PAGE SIZE DA I MISC I LONG RFD I COPY M A L 465 426 PCOR NCOR SMF NCHG El T: I CTY I UNI I "'-(' PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this 21 day of V k. 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-794 Endless Sky, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.06 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") Date: 3 2007 Bv: Executive Director T �tt�rns P �ov�sE ATT-E: Ag Secretary v `� (� APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: % 2007 By: a y"�� Michael Sh6vIin Its: President 882/015610-00043 806095 06 a0727/06 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On befo a me, Notary Public, personally appear d IQ�1Y1S �� , personally known to me (o� to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/me-subscribed to the within instrument and acknowledged to me that he/shy executed the same in his/herAkieir authorized capacity(ies), and that by his/lwrAheir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. officialWitness my hand and A _ 411i�h` / otary Public • eaftmkr ty STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On Y\2 a)0-1 before me"-r� C o1 I091-Y Notary Public, personally appeared Mir r. p 1, personally known to me ( ) to be the person(aj whose name(*) is/are subscribed to the within instrument and acknowledged to me that he/sheoey executed the same in his/her/?kleir authorized capacity(ies), and that by his/her/their signature(AlFon the instrument the person(4or the entity upon behalf of which the person(*} acted, executed the instrument. Witness my hand and official seal. /�� [SEAL] DANITZA OLIOgUE _ Commission # 1434743 -ri Notary Publlc • Calitomia RNersIde County My Comm. EVkM Jars 3, 201 882/015610-0043 _3 806095 06 a0727/06 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 26 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095.06 a0727/06 g 8 ""P �/ GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary Notary Identification Number `7 County Where Bond Is Filed �nn�S l� Date Commission Exp V Lt D� h— SPL, Inc. as agent DATE: ']/A—/� / Signature State of California ) County of ) On before me, personally appeared, personally known to me (or proved to me the basis of satisfzctory 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. Signature I CERTIFY UNDER PENALTY OF PERJURY THAT THIS MATERIAL IS A TRUE COPY OF THE ORIGINAL MATERIAL CONTAINED IN THE DOCUMENT: Place of Execution SPL, Inc. as agent DATE: Signature Revised 9/6/06 R I DR 001 2 Penalties in 1 RI [I].doc COMMONWEALTH LAND T1TLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: DOC # 2007-0377934 06/08/2007 08:00N Fee:19.00 Pape 1 of 5 Recorded In Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder La Quinta Redevelopment Agency I IIIIII IIIIIII�II II��IIIIIII IIIIIIIII�IIII IIIII IIII IIII 78-495 Calle Tampico La Quinta, CA 92253 - Attn: City Manager S R U I PAGE I SIZE DA MISC LONG RFD COPY M A L 1 466 1 426 1 PCOR NCOR SMF NCHG exAM T: CTY UNI O°2 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT Q This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this / day of-3yrle 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California 926 corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public I4? body, corporate and politic ("Agency"). 71�- RECITALS: A. Developer is the owner of that certain real property located at 79-328 Rose Dawn and 79-276 Rose Dawn, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 08 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 6,141 APPROVED AS TO FORM: RUTAN & TUCKER, LLP 2%2 2�zu Attorneys for the La Quinta Redevelopment Agency 2007 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ""Agency") Executive Director( "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: �`' � , 2007 By: Michael S ovlin Its: President 182/015610-0043 _ 806095 08 a07/27/06 _2 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On W q I a0tl% , before me, Vd1> Q�w 1c� n�sti� Notary Public, personally appeared pDkta.m 6-e i--'. C s h , 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. !lQ ' [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) " M M MOM 11elaY C::K;* on I iti9M PuM • GatlMrho R wwo County Notary Public 10114C&M. ft"Oet 16.201 On,Or4 �� 200`� before me�gr`,�Z a bt 10C$UQ ,Notary Public, personally appeared M'' f hCre l personally known to me (ox-proved to ► e on the >, ^F- —'- =-=� 'a,,�.� � to be the personaey whose name(s) is/pre subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her'/their authorized capacity(irao, and that by his/beF/their signatures) on the instrument the person(s) or the entity upon behalf of which the persons) acted, executed the instrument. Witness my hand and official seal. [SEAL] LIJ,na 2 1 a Notary Publi ------------- DAMAA OLLOCUE _ Commiselon � 76347A5 Notary Publk • Calitomla Riveralde County My Comm. Etpim Jan J, 2070 '82/015610-0043 806095 08 a07/27/06 -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary PHYLLIS MANLEY COMMISSION# 1697796 Date Commission Expires OCTOBER 16, 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration CA 92408 �, Date ' U �. 75 . , �Zo COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL ]DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as; LOTS 48 AND 64 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 182/015610-0043 Page 1 806095.08 a072a7/06 g COMMONWEALTH LAND WLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2007-0377936 06/08/2007 08:00p Fea:16.00 Papa 1 of 4 Recorded in Offlclal Records County of Rlverslde Larry W. Ward Assessor, County Clark & Recorder 1111111111111111111111111111111111111111111111 S R U I PAGE I SIZE I DA I MISC I LONG I RFD COPY 14 i A L 1 465 1 426 1 PCOR NCOR SMF i I NCHG EXAM T: CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT A6 This PARTIAL TERMINATION OF AMENDED AND RESTATED Zoniia az AGREEMENT ("Partial Termination") is made and entered into thisd_3 day of KAu2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., `a Ca corporation ("Developer"), and the LA 'QUfNTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-344 Rose Dawn, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with re-Swct to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 8821015610-0043 806095.05 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: S /Z-3 2007 ATTP: 0 -V 4'7J/ /V -12,J1 Z� Agenc ecretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP orn s for the umta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") By: i Executive Director —i'1+r1 Mt.15 P, G 0 vES E "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: 7 2007 By: Michael Sh9ein Its: President 882/015610-0043 806095.05 a07/27/06 -2- STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On o20Dbefore me, � /7i/J, %%0� ,Z, Notary Public, personally appear d _lC M M/�D!>� `� , personally known to me (or proved toy me on the bs Sf satisfactory evidence) to be the person(s) whose name(s) is/aye subscribed to the within instrument and acknowledged to me that he/sl ey executed the same in his/hafAheir authorized capacity(ies), and that by his/hcrAhri°r 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. 4LQexotary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) + "REGE IA F�NSLEV CommiWon t 1521423 Notavy Aoq - eaf oola Mve"kie'County My Comm. Exp mOct 23, 2 On ,111Yy I0 before me n �7q�f/c)�, Notary Public, personally appeared tj Ilh personally known to me to be the person(o) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/Ahey executed the same in his/her/titeir authorized capacity(jes), and that by his/h®t/their signature(a)-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] DANIr7A OuoaUE CommWlon # 1634765 oMYCOMM- Notory PUNIC . Califomia Riverslda County EXON Jan 3,201 882/015610-0043 806095.05 a0727/06 Notary Pu ' -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 46 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095.05 a07/27/06 g COMMONWEALTH LAND TITLE CO. SAN BERNARDINO DOC # 2007-0458729 07/13/2007 08:00ii Fee:NC Page 1 of 5 Recorded in official Records REQUESTED BY County of Riverside AND WHEN RECORDED MAIL TO: ALarry W. Ward Assessor, County Clerk d Recorder La Quinta Redevelopment Agency IIIII IIIIIII III IIIIII IIIIII IIIII IIIII III IIIII III IIII 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager S R U PAGE SIZE DA MISC LONG RFD COPY E M A L 465 426 PCOR NCOR SMF CH EXAM T: CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT w 039 Q This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION �LrI AGREEMENT ("Partial Termination") is made and entered into this r day of 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-301 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are, hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is untended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 182/015610-0043 806095.13.07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: d, , 2007 APPROVED AS TO FORM: RUTAN & TUCKER, LLP -Ayy (2��e2tszo % Attorneys for the La Quinta Redevelopment Agency Date: , 2007 "AGENCY" LA QUINTA REDEVELOPMENT A,CCY "Agency") n BY: fj Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President 882/015610,0043 906095 13 a07/27/06 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On �I3B I �o� beforeme, > NotaryPublic, personally appeared��m� 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. OmrMMlen O 16071N Now PUM • CoffeaMo Notary Public MMUM cowey [SEAL] Mroom� "moaIa STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On _�l IV-,.O- (Oirl004 , before me, Notary Public, personally appeared �� in (A P 1 htaO% i n > pimlwffl te me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/age-subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hoedicir authorized capacity(ies), and that by his/barAheir 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. Notary Public [SEAL] DAMrZ,q OUOQUE ° av rubpnc *cc11to Riveraltle COUP, H1y Comm.EXI Janl9n,A 882/015610-0043 806095 13 a07/27/06 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary PHYLLIS MANLEY COMMISSION# 1697796 Date Commission Expires OCTOBER 16, 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92406 Date COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 61 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 906095 13 a0'727106 g COMMONWEALTH LAND TITLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager D©C 4 2007-0458728 09/13/2P�e0708:00I of g Fee:NC Recorded in offficial oords Rivers de Larry W. Ward S R U Rssesslllllllllllllllllllllllll�IIIIIIIIIIIelll�l IIIII�11 M A L — I 4zo i rcURI NCORI SMF I NCHG EXAM S R I U I PAGE I SIZE I DA I MISC LONG I RFD COPY M A L :i�, 426*PCORNCOR SMF CH EXAM CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION ri AGREEMENT ("Partial Termination") is made and entered into this ajday of . Ul M 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California 0 corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). 1� RECITALS: A. Developer is the owner of that certain real property located at 47-615 Soft Moonlight the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any Other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 12 AM7/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT / ACHY (" gency") Date: 2007 By(: ,t A,— 111- � C Executive Director Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLLP Attorneys for the La Quinta Redevelopment Agency Date: 4�;X 12007 G —rHO MA-S "DEVELOPER" P. Grfwat.Es,E SANTA ROSA DEVELOPMENT, INC., a California corporation ,% By: '�� `�✓�/'sue' Michael Shovlin Its: President 882/015610-0043 806095.12 a07/27/06 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On (01 ag IabO i , before me, QLQ , Notary Public, personally appeared k--J• S-P- ' " , 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 capacit.y(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. C� [SEAL] CD STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) =*PCWM"10d1&Mj C1�000M Notary Public On (\0. (0, a'l q , before me, �,�, Notary Public, personally appeared \.X. e (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/oe-subscribed to the within instrument and acknowledged to me that he/sheftk}ey executed the same in his/hcf/their authorized capacity(ies), and that by his/he-Mheir 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] �q uswn M 1634765 Hot RNA Cmro Not Public —6y 882/015610-0043 806095 12 .0727/06 ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary PHYLLIS MANLEY COMMISSION# 1697796 Date Commission Expires OCTOBER 16 2010 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino, CA 92406 Date COMMONWEALTH LAND TITLE COMPANY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 42 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 12 a07/27/06 g PQMMONWEALTH LAND TITLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2007-0458727 07/23/2007 08:00p Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry U. Ward Assessor, County Clerk & Re corder Ft IIIIIIIIIIIIIIJ 1111111111111111111111IIIIIISIIII1 Y IIII ee n _ ncc ng¢ PC(1R Kllnp QM IAICN(`-[ hX M S R U PAGE SIZE DA MISC LONG RFD COPY M A I L 1 465 1 426 PCOR NCOR SMF CH EXAM UNI T: CTY PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this ) S day or,�-o r\ 9 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-305 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862t78, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 09 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial 'Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: Jvt,' z S� , 2007 APPROVED AS TO FORM: RUTnA,N� & TUCKER, LLP _Z 12 U"-� mac` Attorneys for the La Quints Redevelopment Agency Date: ~' / , 2007 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") //// Executive Director Ce*j0VE51--- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: t" Mr ael Shov in Its: President 882/015610-0043 806095 09 a0727/06 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On &7AP- AS 111 % before me, � Notary Public, personally appeared ' 7 %' d_'s �enc des personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/sly executed the same in his/harliizeir authorized capacity(ies), and that by his/herltkeir 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. / Notary Public STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 1� !J% � r�'l�� , before me \ �C �t1 A7 e', �� �t ,Notary Public, personally appeared 1 \ C � £ `� �� `1� 1 personally known to me (or e) to be the person(e)-whose name(&)-is/are subscribed to the within instrument and acknowledged to me that he/skefthey executed the same in his/herhheir authorized capacity(ies), and that by hisjwr/theif signature(.ayj on the instrument the persorx*-or the entity upon behalf of which the persoal acted, executed the instrument. Witness my hand and official seal. Not ublic [SEAL] 882/01561M043 806095 09 a07/27/06 —3— EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 60 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 0a9 a07/27/06 g COMMONWEALTH LAND TITLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Mnnnoer DOC # 2007-0476367 07/23/2007 08:M Fee:NC Pape 1 of 5 Recorded !n Officlal Record, County of Riverside Larry Y. Yerd IIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIRaeordar R U . .___ IIIIIIBIIIlil�il 465 I 426 IPCORINCORI SMF T CTY UNI OI Exempt From Recording Fee Pursuant to Government Code & 27383 PARTIAL TERMINATION OF AMENDED t� AND RESTATED OPTION AGREEMENT 4� 070 Q� This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this .]L, day of `L 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-255 Rose Dawn, 79-297 Sign of Spring, 47-785 Endless Sky, and 47-872 and 47-860 Dancing Butterfly, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 18 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 71o,/7 APPROVED AS TO FORM: RU AN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency .1211 Date: / 2007 "AGENCY" LA QUINTA REDEVELOPMENT A / Y "Agency") By: Executive Director -T-ROU45 p. 6f jovesc-, "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation 2007 By: � riC �. hael S ov m Its: President 882/015610-0043 806095 18 a07/27/06 -2- STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) unimm me`���Pi�iQ yP��p�/ Notary Public, personally appear d � —{J �P/J,)t�? Sp rpersonally on the basis of satisfactory evidence) to be thepersons) whose names) is/are the within instrument he/and acknowledged to me that sign ature(s executed thir authorized capacity(ies), and that by his/Mirsignatures) on the instrument ) or the entity upon behalf of which the person(s' acted, executed the instrument. Witness my hand and official seal. •rah ary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On , I LI, before me,'-!)^»� A7 <A L% A-''F , Notary Public, personally appeared�.v r i rr ( c' n� ANY personally known to me (or pr, ued to me fitI basis -- • ___. �,�,Ql "" ''�r��xse) to be the person(s) whose name(s) is/are-subscribed to the within instrument and acknowledged to me that he/skeAhey executed the same in his/h eir authorized capacity(ies), and that by his/lWXAhdr 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] DANMA 011094E Notary Public Cpmmis3iommtyalon # 1634765 s3 Notoly public • Colitomia RNeltltle County MY Cdnm, gWires Jan 3, 2010 882/015610-0043 806095 18 a0727/06 -3- ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary REGENIA HENS[ EY COMMISSION# 1521423 Date Commission Expires OCTOBER 23 2008 County Where Bond is Filed RIVERSIDE COUNTY Place of Execution of this Declaration San Bernardino CA 92408 lSIG Date 4* �V , ,-ag)o --;z y Ivy COMMONWEALTH LAND TITLE COMPANY f EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 62, 120, 121, 136, AND 149 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 EXHIBIT "A" 806095 18 a07/27/06 Page I COMMONWEALTH LAND TITLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: DOC # 2007-0491212 07/30/2007 08:00A Fee:NC Page 3 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIII IIIIIII III IIIIIII 1111111111111111111111111111111 La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Citv Manaeer S R U PAGE SIZE DA MISC LONG RFD COPY MA L 465 426 PCOR NCOR SMF #N'7�MAttn: 7 T CTY Exempt From Recording Fee Pursuant to Government Code § 227383 PARTIAL TERMINATION OF AMENDED 033 AND RESTATED OPTION AGREEMENT 10 COMMONWEALTH LAND TITLE CO. SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 S I R U IPAGEISIZEI DA IMISCILONGIRFDI COPY M I A I L I 465 I 426 IPCORINCORI SMF Fee Pursuant to CTY I UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT IYD This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this 1 day of 1� 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a alifornia t® corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). IN- RECITALS: A. Developer is the owner of that certain real property located at 79-293 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The .Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 10 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: �- 11 12007 APPROVED AS TO FORM: RUTAN & TUCKER, LLLPP �¢¢�4�1 1 � t Attorneys for the La Quinta Redevelopment Agency Date: ,6/ 61 , 2007 LA QUINTA REDEVELOPMENT AG Y "Agency") By: Executive Director -i - 0m,gs P, "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: 2? 44:4— Michael Shovlin Its: President 882/015610-0043 806095 10 a07/27/06 _2_ STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On , 400 , before me, , Notary Public, personally appeared -7-Ae/ 2,5 G'/! &'6 e 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/shekkey executed the same in his/here it authorized capacity(ies), and that by his/hwAkeir 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] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On before me,,alic�2a ©��r"7Gi ( > Notary Public, personally appeared �t c .s l G.1 �� J \ t n po;seaa4y-kna3&a U3 n (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/arP.subscribed to the within instrument and acknowledged to me that he/Sheh* executed the same in his/hopgl cir authorized capacity(ies), and that by his/lxerftheir 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] DANITL4 OLLO- CommMon # 1634765 Notary vubtic - Calltamla e County My Comm.mm. Ex Ezpuea Jan 3,201 882/015610-0043 806095.10 .07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 63 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0063 806095 10 a07/27/06 Page I f � D PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY AND WHEN RECORDED MAIL DOC # 2007-0512380 08/08/2007 MOW Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111 I 111111111111111 R TU I PAGErSIZE I DA I MISC A I L I 465 I 426 I PCOR RFD I COPY SMFMUNI /1�EXAM ny CTYV"_ !Vr—,�1 Space above this line for recorder s usn .,� ..y Puri-�� Q /Ml ✓cE�.�r crYZ o TRA: oTT� _� i � �iYYlfl/lcv�j Gitq - �� �' Title of Document THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3:00 Additional Recording Fee Applies) ACR 236P-AS4REO (Rev. 0712006) tandAmerica Commonwealth REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency =465 GE SIZE DA MISC LONG RFD COPY 78-495 Calle Tampico La Quinta, CA 92253 426 1 PCOR NCOR SMF NCHG exnM Attn: City Manager IT7 cry uNi Exempt From Recording Fee Pursuant to Government Code § 27383 1 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 10 This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION j�- AGREEMENT ("Partial Termination") is made and entered into this q day of \ 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a alifornia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-740 Dancing Butterfly, 47-764 Dancing Butterfly, 47-776 Dancing Butterfly, and 47-812 Dancing Butterfly, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 19.a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: / 2007 By:,rr t an ov-r�c Executive Director AT' ji-lo m/AS P, � O Mf SE Agency Secreta APPROVED AS TO FORM: RUTAN & TUCKER, LLP lb�� ILQaj, L Attorneys for the La Quinta Redevelopment Agency WNIM/111[679110ta Date: / ` - / 2007 882/015610-0043 806095 19 a07/27/06 -2- SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Sho m Its: President STATE OF CALIFORNIA ss. .K6111,1Walla ;�\I/9IM IN On personally appeared , personally known to me (or proved to me on the basis f satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/sly executed the same in his/he&Wwk authorized capacity(ies), and that by his/herAlvir 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. otary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) f V"T:'w1 ice/ •. d On-J&-t �2Ji i� , before me,, a CMC0LJf , Notary Public, personally appeared l—kkC Vu'C)l 'E:�Y-\vVV\ , „Arm „ally knnvm to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is1me 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/herAheir- 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. Notary PublidJ [SEAL] DANW, OLLOOUE _ CommMon # 1634763 Notary Public - California Riverside Count 61MY Comm. Ezpirm Jan 3. 201 882/015610-0043 806095.19 a0727/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 132, 138, 139, AND 140 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/01561M043 806095 19 a07/27/06 Page 1 FIDELE fy "ATIMNAt.TTTLE COMPANY SIJBDi° 1'310rd DEPARTMENT REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-49-i Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2007-0540728 08/22/2007 08:00A Fee:11.00 Page t of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIII IIIIIII III IIIIIII IIIII IIII IIIIII III IIIII IIII IIII PARTIAL TERMINATION OF AMENDED I Uj AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this6th day of ,Tune 2007 ("Effective Date"), by and between 48t' & ADAMS, LLC, a California limited liability corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). �1 RECITALS: A. Developer is the owner of that certain real property located in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about October 28, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0864273. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: I. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0864273, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0042 Page 1 816796,01 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 2007 APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: 2007 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a public body, co orate and pol' By: Executive Director Thomas P. Genovese "DEVELOPER" 48t1i & ADAMS, LLC, a California limited liability company By: Santa Rosa Development, Inc., a California corporation Its: President By: - m Michael Shov Its: President 8821015610-0042 816196 01 a06/04/07 Page 2 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On �e� 05oo7 , before me, . CG f i��, Notary Public, personally appeared 72?Z5"- .S personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shaWaey executed the same in his/ke"*t6r authorized capacity(ies), and that by his/hcrAheir 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) • e c �* •i r1 On.+yY�Q. (i� , before me,��+�Z9, C\, Notary Public, personally appeared personally known to me (of-preved--te e a * to be the person(s,) whose name(.&) is/are subscribed to the within instrument and acknowledged to me that he/slag/they executed the same in his/hahheir authorized capacity4es), and that by his/her/their signature(,&} on the instrument the persons or the entity upon behalf of which the person(.&) acted, executed the instrument. Witness my hand and official seal. [SEAL] !jlY.ti:: Notary Pu li 882/015610-0042 Page 3 816796 D1 .06/04/07 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 1-5, INCLUSIVE, LOTS 8-18, INCLUSIVE, AND LOTS 20-36, INCLUSIVE, OF TRACT NO. 31310, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 16 THROUGH 2q INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0042 Page 4 816796.01 a06/04107 TICOR TITLE SAN EERNARM40 REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: DOC # 2007-0608300 09/28/2007 08:00R Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clark & Recorder I IIIIII IIIIIII IIII IIII IIIIIII III (IIIIII III IIIII IIII IIII S R I U I PAGE I SIZE I DA MISC LONG1 RFD I COPY M A 444 426 PCOR NCOR SMF CH /�exnM ✓" T. CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT M This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this L day off rhbef, 2007 (`Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a,Califomia corporation ("Developer"), and the -,LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-800 Dancing Butterfly, 47-875 Endless Sky, and 47-775 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 20 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: �c�D 7 , 2007 By: Executive Director A 0 01 ge Secretary APPROVED AS TO FORM: RUT��AN��1� & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: ? r;-% , 2007 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: cw/� N6ehael Sh lin Its: President 8821015610-0043 806095 20 a07/27/06 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On �vv , before me, e- Jiw > Notary Public, personally appe red 'rh�ir7a ' , �°norJ , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/.acre subscribed to the within instrument and acknowledged to me that he/sheAkey executed the same in his/herAkeir authorized capacity(ies), and that by his/hen4heir 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] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) REGENIA HENSLEY Commlesion p 1521423 Notay Public.- CcOviga . Rhwskle County Notary Public Mycomm.Expresoct23,2M8 before me, -E4• ce-fZ3 j2Z� Notary Public, personally appeared `,t, personally known to me (o to be the person(s) whose name(s) is[are-subscribed to the within instrument and acknowledged to me that QJi� executed the same in tiseir authorized capacity(ies), and that by 4gstheir 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] ]L Not Public W DANI12A OLLOQUE CommWfon #r 1634765 -s Notdry Public - Colifomla Riverside County My Comm. Expires Jan 3, 2010 882/015610-0043 806095.20 a0727/06 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 117, 131 and 137 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 80609520 a07/27/06 g TICOR Urke SAN MWD-6- ice° S REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Mana?er Exeml DOC # 2007-0636113 10/12/2007 08:00A Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk d Recorder 111111111111111111111111111111111111111 I 111111111111111 S R U IFAJEJ SIZE I DA I MISC LONG RFD I COPY M A L 1 465 1 426 1 PCOR NCOR SMF CH EXAM UNI T: Cry PARTIAL TERMINATION OF AMENDED f 1l AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION �56 AGREEMENT ("Partial Termination") is made and entered into this a-) day of °mbey, 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a talifornia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-788 Dancing Butterfly and 47-745 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 21 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: q /0 2007 APPROVED AS TO FORM: RUTAN & TUCKER, LLP Ac Attorneys for the La Quints Redevelopment Agency Date: 2007 882/015610-0043 806095 21 a07/27/06 -2- fiTXQUIL[" LA QUINTA REDEVELOPMENT B AGENCY ) c !!Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shov in Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 4 411 /07 before e,��3-�(� aQ� �p Notary Public, personally appeared Fa'o N i-�— 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. ' fjQ� Opw�luni IMIfM Notary Public [SEAL] MporafmLea�oa lasot -" I oci l l q(c STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On (�)( ,4 31 J.��7 , before me, j �\ \-7 , (]lNotary Public, personally appeared ()'° "-icAn",eA personally known to me ( to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that h� e�slie4fhey executed the same irKhLi eir authorized capacity(ies), and that b}'ch>s� t 1%1r 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] G"'- 6, ay"�" Notary Public OANIiZA OLLOOUE Commission # 1634763 z OW- 09=2��� Notary Public - Calitornla 4 882/015610-0043 806095 21 a07/27/06 -3- � 11034-JC05 'Q"y? . I - 3 -10 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 130 and 144 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095.21 a07/27/06 Page I A REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Exempt DOC # 2007_0687271 11/13/2007 08:00R Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clark & Recorder 11111111111111111111111111111111111111111111111 S R U PAGE SIZE DA I MISC LONG RFD COPY M A L 466 1 426 1 PCOR NCOR SMF C „En v 5 T: CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this Wtay of d]ppe C, 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-295 Rose Dawn in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 22 a07/27/06 033 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination, 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 1 2007 APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency�ZVY14� By:/ /'(I.� - -- ' Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corrpporate n Date: —,;L 9 2007 By: s kel ovlin Its: President 882/015610-0043 806095 22 a07/27/06 -2" STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On wit 16 2e6 9' , before me, 7rY0_l%i/ Notary Public, personally appeared TfJomas� C�v�� personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/ape subscribed to the within instrument and acknowledged to me that he/94e41tey executed the same in his/k 44heir authorized capacity(ies), and that by his/her4keir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, execut�d the instrument. Witness my hand and official seal. t Notary Public [SEAL] %dbWb STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 644T6&ee ?/ 2077 , before nrbtary'Ro c - waft R1ve o CamN Caw r. A-t- 15ZkLJZ3 L� ut C-Yo- lo• 23. o, N 0 1521423 - Caftrnla I . " Notary Public, personally appeared // h a N AEL J mho d Li %✓ personally known to me ( ) to be the person(` whose name(* is/avt subscribed to the within instrument and acknowledged to me that he/sKe/tktiy executed the same in his/hdr/tWr authorized capacity(i)A), and that by his/It6r/thEir signature( on the instrument the person( or the entity upon behalf of which the person(1) acted, executed the instrument. Witness my hand and official seal. N t Public [SEAL] MakOMCE VAN M CCWrE CWadsdon 11492564 Ndlmv f "e • coubmia t 'W1 MCpnun.80"May29,2008 882/015610-0043 806095 22 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 145 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 56 EXHIBIT "A" 906095 22 a07/27/06 Page I tIOCIR TITLE SAN �5ERNARDINO REQUESTED BY ANI> WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Callp Tampico DOC # 2007-0685554 11/09/2007 08:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor. County Clerk & Recorder 1111111111111 IN IN 11111111111111111111111111111111 La Quinta, %,,A 92253 - - — Attn: This, PARTIAL AGREEMENT ("Partial S R U PAGE SIZE I DA I MISC LONG I RFD COPY Exemp M A L 466 426 PCOR NCOR SMF CH Exm T: CTY I UNI 01 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT TERMINATION OF AMENDED AND RESTATED OPTION 1 Termination") is made and entered into this % Aay of 010 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-765 Endless Sky and '79-321 ''Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official ]Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree: as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the; Property. 2. 1 Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/0)R'10-0043 806095.23 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: �� J`� 2007 B//Z �/`1gd[ fnoi:� Executive Director ATE f%Agen egretary 1 APPROVED AS TO FORM: RUTAN &nTUC4R, LLPP Attorneys for the La Quinta Redevelopment Agency Date: % / 2007 882/015610-0043 806095 23 07274 "DEVELOPER' SANTA ROSA DEVELOPMENT, INC., a California corporation By: Mic ael S vlin -2- Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On O(/.. a o,1JCJ;7, before me, aeev) i Cc Notary Public, personally appeared %lIOrYL� S �w (/P_SC personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/on subscribed to the within instrument and acknowledged to me that he/sley executed the same in his/lir authorized capacity(ies), and that by his/hep4heir 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. ublic [SE STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) a ,-2142,3 - Z.� mhxnla ay On &%O&k., 3/ ado7 , before me, is (76 U4n) 0Cedrnr Notary Public, personally Appeared /l74AIAe4- J. , personally known to me (of pwvod to me to be the person(*whose name( is/Ak subscribed to the within instrument and acknowledged to me that he/s�6/th* executed the same in his/hdr/their authorized capacity(W, and that by his/1)dr/tb6ir signature(,4 on the instrument the person([ or the entity upon behalf of which the personoo acted, executed the instrument. Witness my hand and official seal. 7o�fublic 982/015610-0043 II 806095 23 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of CalilFornia, and further identified as: LOTS 54 AND 142 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAIGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDED, OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 23 a072a7/d6 g Government Code 27361.7 I !Certify Under Penalty of Perjury That The Notary Seal On The Document To Which This Statement Is Attached Reads As Follows: Name of Notary: yk e-V-Nsl Commission No: Date Commission Expires: 272)I --)� LOM By: (GL.k-2, Date: L I ct "c5-) Housing Capital Company Loan No. 1378 MODIFICATION AGREEMENT This MODIFICATION AGREEMENT (herein called this "Agreement') is dated as of September 15, 2007, and is made and entered into by and between 48TH & ADAMS, LLC, a California limited liability company (herein called `Borrower") and HOUSING CAPITAL COMPANY, a Minnesota partnership (herein called "Lender"), with reference to the following facts and intentions of the parties: RECITALS A Pursuant to the terms of a Building Loan Agreement between Borrower and Lender dated October 21, 2004 (herein called the "Loan Agreement"), and an Additional Advance Modification And Consolidation Agreement between Borrower and Lender dated October 12, 2005 (herein called the "Additional Advance Agreement"), Lender made a loan to Borrower in the aggregate principal amount of EIGHTEEN MILLION FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS ($18,400,000.00) (herein called the "Loan"). The Loan is evidenced by a Promissory Note in the principal sum of $14,800,000.00 dated as of the date of the Loan Agreement, and an Additional Advance Note in the principal sum of $3,600,000.00 dated as of the date of the Additional Advance Agreement, each executed by Borrower in favor of Lender (which notes are herein collectively called the "Note"), and is further evidenced by the documents described in the Loan Agreement and the Additional Advance Agreement as "Loan Documents". The Note is secured by, among other things, a Deed of Trust (herein called the "Deed of Trust") dated October 21, 2004, executed by Borrower, as Trustor, in favor of Lender, as Beneficiary, and that was recorded on November 15, 2004, as Instrument No. 2004-0904660 in the Official Records of Riverside County, California. B. The Note, Deed of Trust, ]Loan Agreement, Additional Advance Agreement, this Agreement, the other documents described in the Loan Agreement and in the Additional Advance Agreement as "Loan a.Documents", together with all modifications and amendments thereto and any documents required hereunder, are herein collectively called the "Loan Documents". C. Subject to the terms and conditions of this Agreement, the parties desire and intend to further amend the Loan Documents as provided herein. THEREFORE, Borrower and Lender agree as follows: 1. CONDITIONS PRECEDENT. The following are conditions precedent to Lender's obligations under this Agreement: a. If required try Lender, the issuance by Commerce Title, and Lender's receipt of any endorsement deemed necessary by Lender for attachment to Lender's ALTA Policy of Title Insurance No. 352906, insuring the continuing priority and validity of the Deed of Trust, as modified by this Agreement, as a first and valid lien upon the Property subject only to such exceptions as have been approved by Lender in writing; b. Receipt and approval by Lender of the executed originals of this Agreement, the short form of this Agreement and any and all other documents and agreements which are required pursuant to PAGE 1 OF 8 PAGES HCCLA37 (Rev 5/03) 9 Loan No. 1378 this Agreement or which Lender has requested pursuant to the Loan Documents, in form and content acceptable; to Lender; C. Recordation in the: Official Records of the County where the Property is located of the short form of this Agreement, in form and content acceptable to Lender, and such other documents and agreements required to be recorded pursuant to this Agreement or which Lender has requested to be recorded pursuant to the Loan Documents; d. Borrower's reimbursement to Lender of Lender's costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, title insurance costs, recording fees, attorneys' fees, appraisal, engineers' and inspection fees and documentation cost and charges, whether such services are furnished by Lender's employees or agents or independent contractors; e. The representations and warranties contained herein are true and correct; and f The payment, by Borrower to Lender, of an extension fee in the amount of FOUR THOUSAND SEVEN HUNDRED FIFTY NINE AND NO/100THS DOLLARS ($4,759.00). 2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that no default, breach or failure of condition has occurred or exists, or would exist with notice or lapse of time or both, under any of the Loan Documents; and that all representations and warranties of Borrower in this Agreement and the other Loan Documents are true and correct and shall survive the execution of this Agreement. 3. EXTENSION OF LOAN TERM. The term of the Loan shall be extended for a period of two (2) months, and, to that end, Lender and Borrower hereby agree that the Maturity Date of the Loan, as defined in the Loan Documents, is postponed from September 15, 2007 to November 15, 2007. 4. NOTICE REPRESENTATIONS, WARRANTIES AND UV V EINAA ID rcr unnLii�u COMPLIANCE WITH ANTI -TERRORISM LAWS. To help the government fight the funding of terrorism and money laundering activities, Federal law requires Lender to obtain, verify, and record information teat identifies each person who opens an account. This means that Lender will ask for Borrower's name, Tax II) number, address, date of birth, and other information, as applicable, including identifying documents that will allow Lender to properly identify Borrower. In addition, Borrower hereby represents and warrants to, and agrees with, Lender as follows regarding Anti -Terrorism Laws: a. To the best of Borrower's knowledge, none of Borrower or any loan guarantor, or its or their affiliates (collectively, the `Borrower Parties"), is in violation of any laws relating to terrorism or money laundering, including, but not limited to, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order") and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 ("Patriot Act"), collectively referred to herein as "Ant-Terrwisrn Laws"; PAGE 2 OF 8 PAGES HCCLA37 (Rev 5/03) Loan No. 1378 b. To the best of Borrower's knowledge, no action, proceeding, investigation, charge, claim, report, or notice has been filed, commenced, or threatened against any Borrower Party alleging any violation of any AntrTerrorism Law; C. To the best of Borrower's knowledge, no Borrower Party has knowledge or notice of any fact, event, circumstance, situation, or condition that could reasonably be expected to result in (i) any action, proceeding, investigation, charge, claim, report, or notice being filed, commenced, or threatened against any of them alleging any violation of, or failure to comply with, any Antr Terrorism Law, or (ii) the imposition of any civil or criminal penalty against any of them for any failure to so comply; d. To the best of Borrower's knowledge, no Borrower Party or, to Borrower's knowledge, the Seller of the Properly (if any portion of the Property is being acquired with proceeds of the Loan), is a "Prohibited Person." A Prohibited Person means any of the following: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; a person or entity with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any AntrTerrorism Law; (iv) a person or entity who commits, threatens, or conspires to commit or supports "terrorism" as defined in the Executive Order; or (v) a person or entity that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list; C. To the best of Borrower's knowledge, no Borrower Party or, to Borrower's knowledge, the Seller of the Property (if any portion of the Property is being acquired with proceeds of the Loan) (i) conducts any business or engages in making or receiving any contribution of funds, goods, or services to or for the benefit of any Prohibited Person, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any AntrTerrorism Law; To Borrower's knowledge, Borrower shall not (i) conduct any business or engage in making or receiving any contribution of funds, goods, or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other AntrTerrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose PAGE 3 OF 8 PAGES HCCLA37 (Rev 5/03) Loan No. 1378 of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti - Terrorism Law; g Notwithstanding any other provision of this Agreement, before any assignment, mortgage, encumbrance, pledge, hypothecation or grant of a security interest in all or any direct or indirect ownership interest in Borrower, and before any changes in direct or indirect ownership of any Borrower Party, Borrower shall confirm that the representations and warranties herein contained will remain true and correct following such action. Borrower agrees to deliver to Lender any certification, other evidence requested from time to time by Lender in its reasonable discretion, and sufficient information (including names, addresses, and where applicable, jurisdiction of formation or organization) to reasonably permit Lender to verify and confirm the accuracy of, and Borrower's compliance with, the foregoing representations, warranties and agreements. 5. NON -IMPAIRMENT. Except as expressly provided herein, nothing in this Agreement shall alter or affect any provision, condition or covenant contained in the Note, Deed of Trust or other Loan Documents, or affect or impair any rights, powers, or remedies thereunder, it being the intent of the parties hereto that the provisions of the Note, Deed of Trust and other Loan Documents shall continue in full force and effect except as expressly modified hereby. 6. FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has previously delivered to Lender all of the relevant formation and organizational documents of Borrower, of the partners of joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Lender. MISCELLANEOUS. This Agreement and the other Loan Documents shall be governed by and interpreted in accordance; with the laws of the State of California, except if preempted by Federal law. In any action brought or arising out of this Agreement or the Loan Documents, Borrower, and the general partners and joint venturers of Borrower, hereby consent to the jurisdiction of any Federal or State Court having proper venue within the State of California and also consent to the service of process by any means authorized by California or Federal law. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. Except as expressly provided otherwise herein, all terms used herein shall have the meaning given to them in the other Loan Documents. Time is of the essence of each term of the Loan Documents, including this Agreement. If any provision of this Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed therefrom and the remaining parts shall remain in full force as though the invalid, illegal, or unenforceable portion had never been a part thereof. 8. INTEGRATION: INTERPRETATION. The Loan Documents, including this Agreement, contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersedes all prior negotiations. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference in any of the Loan Documents to the PAGE 4 OF 8 PAGES HCCLA37 (Rev 5/03) Loan No. 1378 Property or Improvements shall include all or any parts of the Property or Improvements. Any reference to the Loan Documents in any of the Loan Documents includes any amendments, renewals or extensions approved by Lender. 9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered to Lender will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument. IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be duly executed as of the day and year first above written. "Lender" HOUSING CAPITAL COMPANY, a Minnesota partnership By: DFP FINANCIAL, INC., a California corporation, its Managing General Partner am Its: "Borrower" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Manager/Member By: MICHAEL jr SHOVIAN, President By: G COMPANIES HOMEBUILDING, LLC, a California limited liability company, Member By: CAMEO HOMES, a California corporation, Manager/Member By: JAMES GIANULIAS, President PAGE 5 OF 8 PAGES HCCLA37 (Rev M3) Loan No. 1378 GUARANTOR'S CONSENT The undersigned ("Guarantor") consents to the foregoing Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Completion Guaranty and the Repayment Guaranty (collectively "Guaranty") dated October 21, 2004, as amended, confirms that those obligations are separate and distinct from Borrower's obligations, and renews and restates its waivers, as set forth in the Guaranty, of each and every one of the possible defenses to such obligations. AGREED: Dated: September 15, 2007 "Guarantor" CAMEO HOMES, a California corporation By: _ JAMES GIANULIAS, President JAMES GIANULIAS JAMES CHRIS GIANULIAS, Trustee of the James Chris Gianulias Trust dated October 14, 2003 PAGE 6 OF 8 PAGES HCCLA37 (Rev 5/03) Loan No. 1378 HAZARDOUS INDEMNITOR'S CONSENT The undersigned ("Indemnitor') consents to the foregoing Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Unsecured Indemnity Agreement ("Indemnity") dated October 21, 2004, and its waivers, as set forth in the Indemnity, of each and every one of the possible defenses to such obligations. Indemnitor further reaffirms that its obligations under the Indemnity are separate and distinct from Borrower's obligations. AGREED: Dated: September 15, 2007 "Indemnitor" 48th & ADAMS, LLC, a California limited liability company By: SANTA ROSA DEVELOPMENT, INC., a California corporation, Mana e�ber By: , IC EL J H LAIN, President By: G COMPANIES HOMEBUILDING, LLC, a California limited liability company, Member By: CAMEO HOMES, a California corporation, Manager/Member in JAMES GIANULIAS, President CAMEO HOMES, a California. corporation By: _ JAMES GIANULIAS, President JAMES GIANULIAS PAGE 7 OF 8 PAGES HCCLA37 (Rev 5/03) J Loan No. 1378 CONSENT OF OPTIONEE AND RE -AFFIRMATION OF SUBORDINATION The undersigned optionee is the; holder of certain repurchase rights pertaining to the real property encumbered by the Deed of Trust, which repurchase rights were subordinated to the Deed of Trust pursuant to that certain Subordination Agreement (the "Subordination Agreement') that was recorded on November 15, 2004, as Instrument No. 2004-0904661, in the Official Records of Riverside County, California, as amended. The undersigned hereby consents to and approves the foregoing MODIFICATION AGREEMENT, and the amendments provided for therein, and, as of the date hereof, re -affirms that the Subordination Agreement is, and that it will remain and continue, in full force and unaffected by the transaction approved herein. The undersigned acknowledges it understands that the willingness of Lender to extend the Loan maturity as provided herein is induced, in material part, by this consent, approval, and re -affirmation. Dated: September 15, 2007 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and p&Wvta, By Executive Director HCCLA37 (Rev 5/03) PAGE 8 OF 8 PAGES CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California�y County of L�-1'2. �+} -- On 1_ 1 0 -l1 i�rz_ before me. �� c" nO AA Date Name and Title of Officer he g., 'Jahe Doe, Notary Public") personally appeared h Ow�C�O-6LQmrn1Q.�C 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 WColmnWrIU he/she/they executed the same in his/her/their authorized lon • 1723211 [[ capacity(ies), and that by his/her/their signature(s) on the NONNY Puib06 - Cai7fomlo instrument the person(s), or the entity upon behalf of Rt#wdan County which the person(s) acted, executed the instrument. MQtCgmr,BONFFb$2011 WITNESS my hand and official seal. Place Notary Seal Above Signature �a"L 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: _ Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer --Title(s): ❑ Corporate Officer —Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: -- Signer Is Representing: OF SIGNER ❑ Attorney In Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER 0 2006 National Notary Association • 9350 De Sato Ave, PO Box 2402 •Chatsworth, CA 91313-2402 Item No 6907 v609 ReoNer Call Toll -Free 1-800�6]6-662] TICOR TITLE SAB BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager 5 I.LiCD� I I 7L, D DOC # 2007-0768854 12/28/2007 08:00p Fee:11.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 S R U PAGE SIZE I DA I MISC LONG RFD COPY MX L I 465 1 426 1 PCOR NCOR SMF NCHG nnExnM T. CTY PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATEP OPTION AGREEMENT ("Partial Termination") is made and entered into this t6Nay of Ake -mbar 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-896 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 24 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: // /� , 2007 r APPROVED AS TO FORM: RUTAN & TUCKER, LLP Aft Attorneys for the La Quinta Redevelopment Agency Date: — /% 2007 882/015610-0043 806095.24 a0727/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT AGENCY « gency>,)) Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation of By: Mic ael Shovlin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On OIL //v 7 , before me, e ey/iCc , Notary Public, personally appeared p personally known to me (or proved to me on the s of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/skeAkey executed the same in his/hea4Aeir authorized capacity(ies), and that by his/heir 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. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On //cCGmAcre J3 �ee7, before me, J� 0o7-,-e , Notary Public, personally appeared IT) JcNAt,. J SN,�L„✓ personally known to me (or -proved to ma na fhe h.gir a f qatirfaGtgryid ne) to be the personk whose name($ is/a)(e subscribed to the within instrument and acknowledged to me that he/sk&t1%yy executed the same in his/Vrr/tl*r authorized capacity(io), and that by his/*/thpdr signatureon the instrument the personO or the entity upon behalf of which the personO acted, executed the instrument. Witness my hand and official seal. Ca MMM O 1492664 Notary A blk • CaRboft 882/015610-0043 806095 24 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 119 OF TRACT NO.31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 EXHIBIT "A" 806095 24 a07/27/06 Page 1 1. TICOR TITLE SA3d RERNARGINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manaver DOC # 2008-0041084 01/25/2008 08:00A Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111 I 11111111111111 I 111111111111111 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this;tday of 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, IN ., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-896 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: I. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 982/015610-0043 80609'S25 .07/27/06 M covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: Z/� , 2007 By: / lti t c�t�✓ e r. Executive Director �ATJ.: �c-,a�as �. Ge�oveSe Agency Secretar APPROVED AS TO FORM: RUCAN & TUCKER, LLP dill k"ILP--g,,,.I Attor eys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: r� 200E By: t4//- r ` i ael Shovlin Its: President 882/01561U-0043 806095 25 a07/27/06 —2 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On I-4a t `'-N-boil before me, ` A/411'_ h , Notary Public, personally appeared r vrcr�yal)_y--] n (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name7s 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. 4�" CNotary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) -=W l (Pcl -7-7G(P -Qx�. �p-Ilo-1O On JANUAR.0 /o, '.v6' , before me, J6C1O-6 UN0# corm' Notary Public, personally appeared A?lcll9q z. -1. Si/aYC� J� whD droved +o me on +*,e baSibasi tis�ac bry �viM )ce to be thy✓ person(,4 whose name(10 is/aksubscribed to the within instrument and acknowledged to me that he/5&/thy executed the same in his/hgf/thdr authorized capacity(iA), and that by his/hkr/tgir signature(; on the instrument the person64 or the entity upon behalf of which the person(4);v acted, executed the instrument. 1 Ca+fy UYIQTP04ft-UTY OFFUKR'MZy vnd-&r-j sta+e of califbm,,a toa+ iv�Wooirtl rrAl +pr, i`s -rru2 an(A avyec+. jV Witness my hand and official seal. vy de - [SEAL] to ublic [SEAL] 182/015610-0043 806095 25 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 108 AND 118 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 182/015610-0043 8060952547A27/06 Page I TIGOR TITLE "k�SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico DOC # 2008-0051353 01/31/2P9e0808:00I of 5 Fee:NC Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 La Quinta, CA 92253 — Attn: S I R U PAGE SIZE DA MISC LONG RFD COPY Exeml M A L 465 1 426 IPCORINCOR SMF CH EXAM T: CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTIO O81 AGREEMENT ("Partial Termination") is made and entered into this I nay oft,�a 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-875 Dancing Butterfly, 47-885 Dancing Butterfly, 47-825 Endless Sky, and 79-285 Rose Dawn in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 182/015610-0043 806095 28 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVE149PM NT AGfi.P Y "Agency")) Date: g 2008 Executive Director aTTEST- gency Secretary APPROVED AS TO FORM: RUT77�/ir TUCKER,LLP � L �//Z,1- Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: '2 , 2008 By: M1� vIin Its: President 882/015610-0043 806095 28 a0727/06 -2- State of California ) County oftkti�il On I- I % - Slop 8 , before me, Notary Public, (herepnsert time and title of the 4&cer) personally appeared P. C' - who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. C"Madon I !60'fft i iremve coutiV (seal) 'Colt". Expires Oct 16,201 State of California ) County of lelvfRsloi ) On JAau_T Poo? , before me, jO yCE &,V of �csTE" Notary Public, rn (here insett name and title of the officer) personally appeared / / (/ c HAa L J S/,10 ✓L i W , who proved to me on the basis of satisfactory evidence to be the person6Q whose nameW is/ge subscribed to the within instrument, and acknowledged to me that he/sf(e/tl* executed the same in his/l4/thlr(r authorized capacity(iA), and that by hisAVktlDei_signatureKon the instrument the person(, or the entity upon behalf of which the person(.1Q acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r'""OYCE VAN DE CORE _1I Commissbn p 1492564 m Notary RNersmdlde County - m — Signature MyCamm.ExpiresMay29,2008 (seal) 882/015610-0043 806095.29 a07/27/06 -3- 1*941011B1 oz.% LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 107, 108, 126, AND 146 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 28 a07/27/06 g GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF THE NOTARY ivATE CONBESSION•• R PLACE OF EXECUTION SIGNATURE — I certify under penalty of perjury and the laws of the State of California that the illegible portion of this document to which this statement is attached reads as follows: PLACE OF EXECUTION SIGNATURE DATE i,r,�-01 TICOER TITLE SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manaeer DOC # 2008-0088809 02/22/2008 08:00A Fee:16.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111 I 111111111111111 S R U PAGE I SIZE DA MISC LONG RFD COPY M A L 1 465 1 426 PCOR NCOR SMF NCHG ..((EXAM V (� T: CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT IU This PARTIAL TERMINATION OF AMENDED ANDESTAT OPTION AGREEMENT ("Partial Termination") is made and entered into this I ay of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-645 Dancing Butterfly, 47-755 Dancing Butterfly, 47-895 Dancing Butterfly, and 79-325 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.30 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: / 2008 AT Agency Secret APPROVED AS TO FORM: RUTANN & TUCKER, LLPj� Attorneys for the La Quinta Redevelopment Agency Date: % -z , 2008 882/015610-0043 806095 30 a07/27/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT AGENCY Agency") By: " Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation "I By. Michael Shovl' Its: President State of Cal' is ) County of ems✓ On /S AGO before me, 1- /�L�5l� Notary Public, / �et n' e and title of officer) personally appeared / e"12eS /" who proved proved to me on the basis of satisfactory evidence to be the person(p�whose name(>s}is/a€e subscribed to the within instrument, and acknowledged to me that he/s)*AW executed the same in his/1*Aoir authorized capacity(i9s), and that by his/Wthpir signatureW on the instrument the person(), or the entity upon behalf of which the person(t4acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. � -� Signature =.... (seal) •tom: �ANR1J9r#t�e`CaUrity. State of California County of /uEievioe' On rx-8kvRky ia, Poor , before me, Joye6 44;1V oc corm Notary Public, �y (Here insert me and title of the officer) personally appeared I ICN/FE4- �/. . rte/G ,✓ na who proved to me on the basis of satisfactory evidence to be the personM whose name( is/,e subscribed to the within instrument, and acknowledged to me that he/si&lky executed the same in his/Wr/thidr authorized capacity(iZ), and that by his/IW/thgr signature(&) -on the instrument the person(, or the entity upon behalf of which the person(* acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. JOYCE VAN oe coil¢ _@,My Commisabn # 1492564 Notary Publk-Califomia Riverside County Signature Z V�� Conn. B#M May 29,2008; (seal) 882/015610-0043 806095 30 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and farther identified as: LOTS 53, 84, 95, AND 109 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095.30 a07/27/06 Page 1 (pOd.vb TICOR TITLE SA€ I B`R0 e,rrn1W0 REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: DOC # 2008-0105966 03/04/2008 08:00A Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIII 111111111111111111111111111111111111111111111111 S R U PAGE I SIZE I DA I MISC LONG I RFD COPY M A L 465 1 426 1 PCOR NCOR SMF CH EXAM l T: CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTA ED OPTION AGREEMENT ("Partial Termination") is made and entered into thisZZ °%ay of w 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-865 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 29.07/27/06 I,. covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPM NT AGCY "Agency") Date: a �� , 2008 / Executive Director APPROVED AS TO FORM: RUT N & TUCKER, LLP "IQ 111A- Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: 2008 By: 1S m Its: President 982/015610-0043 _ 806095 29 AV27/06 -2' State of California ) County of ;Fz ✓er� On ��. /� a00S , before me, e/!i Cc %V Notary Public, ( 1 serf n e and title of the o cer personally appeared 7 S aZ ✓'S , who proved to me on the basis of satisfactory evidence to be the person(* whose name( is/pt subscribed to the within instrument, and acknowledged to me that he/We/tl* executed the same in his/IW/tWr authorized capacity(M), and that by his/tijtr(tlWr signature(,) on the instrument the person(W), or the entity upon behalf of which the personoit) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ::? &-Z-40� 4Z 0111 State of Cali ornia ) County of j0aER.9/6E ) REGENIA HINSLEY ■ Commlw3n # 152142, r72. NotorY Puhlic - Califomio 5 Rivemae County (!MlComm.E kMOct232. (seal) On a8, aov 8 , before me, IL4E 61 iV OEC a 7T� , Notary Public, /� ( ere insert name and title of the officer) personally appeared l lcHYA L 1� .avlin/ , who proved to me on the basis of satisfactory evidence to be the person64whose name(' is/at subscribed to the within instrument, and acknowledged to me that he/si&/tl* executed the same in his/h?,Ir/th)fir authorized capacity(W, and that by his/kyF�Jd1Mr—signature04-on the instrument the person(k), or the entity upon behalf of which the person(,4 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Sign a 7 882/015610-0043 806095.29 a07/27/06 -3- (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 106 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095.29 a0727/06 g TICOR TITLE SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manaeer DOC # 2008-0124187 03/13/2008 08:00A Fee:NC Page i of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111 NI III IN IIIIIIII III pill IIII IIII S R U PAGE I SIZE I DA MISC I LONG I RFD I COPY M A L 465 1 426 IPCORINCORI SM NC EXAM 0f O T: I CTY I UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into thiQ tday o 049 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a Calif corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-836 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.31 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") Date: 2%,10 2008 By: / Executive Director WE Agency Secretary APPROVED AS TO FORM: RUT & TUCKER, LLP I IILI ygtUt �AX Attorncys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: `� 2008 By: — i hael Shovlin Its: President 882/015610-0043 806095 31 a0727/06 -2- State of Ca ' is ' ) County o i l lcal�:BI On �. o. O� before me, �jP/lJ�-f("5�8"% , Notary Public, ' th!re ' ert nay and title of the(officer) personally appeared � `'21YV' Z' 7 =1'f s e who proved to me on the basis of satisfactory evidence to be the person) whose nameOO is/die subscribed to the within instrument, and acknowledged to me that he/s*JtIW executed the same in his/her/tlor authorized capacity(ios), and that by his/1j6rLtho signature(g) on the instrument the personal, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of Cali rnia ) County of MORZ10C OnB� , before me, t name and title of the officer) (seal) Notary Public, personally appeared ////cNA6L J. o.) Nd✓4.✓ , who proved to me on the basis of satisfactory evidence to be the person(4 whose name% is/st subscribed to the within instrument, and acknowledged to me that he/Sloe/tWey executed the same in his/lldr/thiir authorized capacity(*), and that by his/Ilbrltb)Ar signature(*,on the instrument the person( or the entity upon behalf of which the person* acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Commission mi VAN DE COft6 _emy Comml�slon # 1492564 I Notary Public - Calitomla Signature Riverside County comm. Expires May29, 2008J (seal) 882/015610-0043 806095.31 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 128 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" $82/015610-0043 80609531 e07/27/06 Page I MCOR TITLE SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manaeer DOC # 2008-0124188 03/13/2008 08:M Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk E Recorder 111111111111111111111111 I 11111111111111 I 111111111111111 S R U I PAGE I SIZE I DA I MISC LONG RFD I COPY M A L 1 465 1 426 PCOR NCOR SMF NCHG ew.0 UNI 0 T: CTY PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 0 This PARTIAL TERMINATION OF AMENDED ANq RESTATEDO�P OPTION AGREEMENT ("Partial Termination") is made and entered into thisG'�day of MU ��la� 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-685 Dancing Butterfly and 47-795 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: I. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.32 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPME T A C ("Agency") Date: , 2008 By:/ Executive Director ATT S Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: 5/ 2008 By: Michael Shovlin Its: President 882/015610-0043 806095 32 a07/27/06 -2- State of CalifQmia ) County of ;per) On, '1000 before me, 7(PC�ei��� le,-x66l .Z Notary Public, I �((`� �r nsert a and title of the of cer)� personally appeared d Il J S 7" Es"�JDi/�S e who proved to me on the basis of satisfactory evidence to be the person*whose name(X is/* subscribed to the within instrument, and acknowledged to me that he/$lie/thpg executed the same in his/t*/fl*r authorized capacity(*t), and that by his/1i/th*r signatureQAon the instrument the person64 or the entity upon behalf of which the person(} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of Cali orn a ) County of 6 On aReN 5, a608 before me, (j/iiJ DC C077Z Notary Public, name and title of the officer) personally appeared // / /C HAEG J who proved to me on the basis of satisfactory evidence to be the person(io whose name(y) is/*t subscribed to the within instrument, and acknowledged to me that he/twe/tb4 executed the same in his/hfs/th3(r authorized capacity(W, and that by his/lykfLt §d signature(* on the instrument the person(�q, or the entity upon behalf of which the person(;q acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatur (seal) 882/015610-0043 906095 32 a07127106 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 88 AND 99 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/01561M043 806095.32 a07/27/06 Page 1 TICORTITLE SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manaeer Exempt 1 DOC # 2008-0169809 04/04/2008 08:00ii Fee:18.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111 I 1111111111 I 111111111111111 S R U PA E I SIZE I DA MISC LONG I RFD I COPY M A I L 1 466 426 1 POOR NCOR SMF NCH EXAM UNI T: CTY PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND . STATED OPTION AGREEMENT ("Partial Termination") is made and entered into this2`7 day of M0 rG{___� , p02 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-329 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No, 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 897/0)5610-0043 806095 35 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 13� 2008 APPROVED AS TO FORM: RUTAN & TUCKER, LLP AlLp N,&%-tjQ�tL Attorneys for the La Quinta Redevelopment Agency Date: �� 2008 882/015610-0043 806095 35 a07/27/06 -2- fiTRA►[wa LA QUINTA REDEVELOPMENT AGENCY ("Agency") By: Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: G� Michael1&h in Its: President State of California ) County of . kw'� �-4� On 312 4 I010 ° 8 before me, name and title Notary Public, personally appeared die one a �J. E�;W6-►� , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California ) County of t 0eltsi o6) On fil ec 4 �17 �)609 , before me, personally appeared ran eanwan Now haft - camwft hkM avMOdto2M (seal) p�►��>r�s Mari(-e9 to and title of the officer) A/ n--111Ile Notary Public, who proved to me on the basis of satisfactory evidence to be the person(o whose name(( is/,* subscribed to the within instrument, and acknowledged to me that he/# /t* executed the same in his/It�r/tbAr authorized capacity joss , and that by his/I*/tl*r signature on the instrument the person(, or the entity upon behalf of which the personWacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 9821015610-0043 806095 35 0727/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 52 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 80609535 a07/27/06 Page I TICOR TITLE SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico DOC # 2008-0169810 04/04/2008 08:00A Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111 IIII 11111 IIII IIIIIII III Iilll IIII 1111 La Quinta, CA 92253 — - ----- — - Attn: S R U I PA E I SIZE I DA I MISC LONG RFD COPY Exempt f M A L 11 !4165 11 426 PCORq SMF NC / EXAM T.CTY UNI 1 ".d PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED ANDSTATED OPTION AGREEMENT ("Partial Termination') is made and entered into this 2 ay of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California 002 corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-265 Rose Dawn in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 34 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AG IY "Agency")� Date: A- �� 2008 By: Executive Director ATE Ag y Secretary ((//t APPROVED AS TO FORM: RUTAN & TUCKER, LLP Av Attorneys for the La Quinta Redevelopment Agency Date: , 2008 882/015610-0043 806095 34 a07/27/06 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Mic ae!Shovlin Its: President _2— State of Califon is ) County o On �a4beforeme,,Notary Public, ( m narne4 title of the officer personally appeared �p�,- s /"- C i/ /4 lz-,'e . who proved to me on the basis of satisfactory evidence to be the persons whose name(34. is/Sr$ subscribed to the within instrument, and acknowledged to me that he/sYe#Itlidj-executed the same in his/5er/theitauthorized capacity(W, and that by his/0&th* signature(x�.pn the instrument the person�4 or the entity upon behalf of which the person¢4acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature" State of California ) Count of Ers ) 424, >�4 (seal) 9-P�c.�i � f� l'q ens l I �415 Z 14-23 J y c- ion. P ace23Zoo On InJl"C d - but , before me, �O7c ��9 Ce Notary Public, / (h� e� 1p Bert name and title of the officer) personally appeared /�H,��! / -Hu d (i v' who proved to me on the basis of satisfactory evidence to be the personw whose name is/* subscribed to the within instrument, and acknowledged to me that he/sKe/t*y executed the same in his/e/thlir authorized capacity(iefi), and that by his/h&/tl*r signature( on the instrument the person(X or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 882/015610-0043 806095.34 a07/27106 -3 - .� • (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 148 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 80609534 a07/27/06 Page I TICOR TITLE SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager vt DOC # 2008-0169813 ✓ 04/04/20M 08:00i1 Fee:NC Page 1 of 4 Recorded In Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder S R U I PAGE I SIZE DA I MISC I LONG I RFD I COPY Exempt I A L 1 465 1 426 1 PCOR NCOR SMFOUN Ap1Is�EXAM T: CTY00' PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 40� This PARTIAL TERMINATION OF AMENDED AN STATED OPTION AGREEMENT ("Partial Termination") is made and entered into thisLA y, of AM 0, & , T 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California Y corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public 002 body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-695 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 33 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT �i AGENCY ("Agency") Date: —T 2008 Executive Director APPROVED AS TO FORM: RUT N & TUCKER, LLP ZyAz /Rg- �t, Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a /, California corporation Date: J% '" T 2008 By: Michaell.Shovlin Its: President 882/015610-0043 806095 33 .07/27/06 -2- State of Cali mia ) County of ) On /..? o'Le , before me, 694,91k H&/JS/k✓ Notary Public, y �}'e insert name and title of the ficer) personally appeared T�J/��QS� fiend✓e 16 who proved to me on the basis of satisfactory evidence to be the person(w) whose name(*,) is/�i4 subscribed to the within instrument, and acknowledged to me that he/sy,/tl*y executed the same in his/b&/thWauthorized capacity(iys), and that by his/i &4104 signature(s ( on the instrument the person(, or the entity upon behalf of which the person(}acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signatu _ Cornn**nt021, Notary.Pllpllc, r Con►o (seal) State of Calirnia ) 2:3/200? County of eJer�tn On ROW before me, \led ye C� (� � �� C cf�� Notary Public, yy� (he a 'nse n7c and title of the officer) personally appeared / / / /Cc�i ✓ who proved to me on the basis of satisfactory evidence to be the person whose name(o is/fie subscribed to the within instrument, and acknowledged to me that he/s)(e/t y executed the same in his/h r/tWr authorized capacity, and that by his/Wt*r signatureoi�on the instrumentRhe personA or the entity upon behalf of which the personKacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. MYCEVAN MCo11E Commb on 41492364 61MYCorrim. Notary Nft • Calibmia RNarslda County Signature �, ��BOwMov29,2008 (seal) 882/015610-0043 806095 33 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 89 OF TRACT NO, 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095 33 AMV06 Page 1 TicoY Ti�l�, n0Ath� REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manaeer DOC # 2008-0215821 04/28/2008 08:00ii Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 S R I U I PAGE I SIZE I DA I MISC I LONG I RFD0�") M A L 465 426 POANCOR SMF NCHG CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT erg^ This PARTIAL TERMINATION OF AMENDED AND�STAT D�� PTION 02i5 AGREEMENT ("Partial Termination") is made and entered into this /' day of J 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California ` corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-765 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 37 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT / L AGES I l "Agency") Date: 7 7 12008 By:: Executive Director ATTEST• Agency Secretary APPROVED AS TO FORM: RUT &�/Tj UC`K,�E^R",""LLP Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a % California corporation Date: �/ 2008 By: - s� Michael Sh i Its: President 882/015610-0043 806095.37 a0727/06 -2- State of Cal' ornia ) County of ) On 9 65 f a bc;R before me, Notary Public, (her insert name aid title of Cc officer) personally appeared P , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Mi on f 16977% C0000nMa Signature 3�S152 naw Y State of California ) County of F.;�) P/y// S lwe7/%lel (seal) IW-77 l Ce, 0 C /W Z0/0 On Cal 1-ate -08 before me, —\ �k �rLA ) i (NSon , Notary Public, here insert name and title of the officer) personally appeared "—m 1 Vk (\ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature u 882/015610-0043 _ 806095 37 a0727/06 -3 TIFFANY ROBIN Commleslon 8 1515846 II 9M1V Notary PublIc - COMOMIaRlvenlde CoUntY Comm. Erphes Sep 26.2008 (seal) NOTARY SEAL Under the provisions of Government Code 27361.1, 1 certify under the penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: Name of Notary: Gn Commission #: � �0 q-LI I0 Date Commission Expires: 0 L • � U 1 10 County where Bond is filed Vi nOUL PLACE OF EXECUTION: RIVERSIDE DATE: SIGNATURE: n EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 96 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095 37 a07/27/06 Page 1 11(or Sanwvtowa i v)o REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manner DOC # 2008-0215822 04/28/2008 08:00A Fee:NC Page 3 of 4 Recorded In Official Records County of Riverside Larry W. Ward r, County Clark & Recorder IIIIIIIIIIIIIIIII�IIIII�IIIIIIIIIIIIIIIIII�IIIIIIIIII II S R I U I PAGE I SIZE I DA I MISC I LONG I RFD I COPY M A L 465 1 426 1 PCOR NCOR SM NCH EXAM UNI T: CTY PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED ANASTAT D OPTION AGREEMENT ("Partial Termination") is made and entered into thisy of� B25 2008 ("Effective Date"), by and between SANTA ROSA DE' T, INC.,'a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-675 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 36 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") O Date: 2008�il�!'cGlrcQ.�- Executive Director ATT ST: A y Secretary APPROVED AS TO FORM: RUTAN & nTUCKER, LLP _ / lK ✓ l�li�/.t Attorneys for the La Quinta Redevelopment Agency Date: l 2008 882/015610-0043 806093 36 a07/27/06 -2- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By. Michael Shovlin Its: President State of Cali rnia ) County of On AD/'i / /) n2od f before me, • 7C�9P�J. Q � 51C Notary Public, ( insert a an title of the offs er) personally appeared 11 ��O/J:lr� `✓ a G , who proved to me on the basis of satisfactory evidence to 6e the person(o whose name(r) is/are subscribed to the within instrument, and acknowledged to me that he/aheiduy executed the same in his/kar,4heir authorized capacity(iew), and that by his/ht tt xtr signature(# on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official sea]. Signature State of California ) County ofRisj ct 2 ) �REGFdNhklAkmmisdo H 1521 Commisslon 0 1521423 . Notary PubNc - CoUtornlo Riverside County My Comm E4ves Oct23.2" (seal) On © y— a \-0 9 before me, CA YAu (1S0(\, Notary Public, (here insert name Ad title of the officer) personally appeared - (\ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 8821015610-0043 806095 36 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 87 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095 36 a07/27/06 Page I 4 TIC®R TITLE SAN BERNARDIN REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manager DOC # 2008-0301835 06/04/2008 08:00A Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder 1111111111111111111 11111111111111111111 I 111111111111111 S R U PAGE SIZE DA I MISC LONG I RFD I COPY M A L 465 426 PCOR NCOR SMF NCH ' EXAM UNI T: CTY PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 10 This PARTIAL TERMINATION OF AMENDED AND RESTAT 4D OPTION AGREEMENT ("Partial Termination") is made and entered into this�day of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, IN ., Califomia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-665 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 40 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 7/30 , 2008 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") By %'/i/VLr17' Executive Director ATT S Agency Secretary ` APPROVED AS TO FORM: RUT TUCKER, LLP M &"- Attorneys for the La Quinta Redevelopment Agency Date: 2008 892/015610-0043 806095 40 a07/27/06 -2- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By:�_ Michael Shovlin Its: President State of Cal' mia ) County of e ) On —4c, /,'�? 402, before me, Notary Public, ere insert name and title of the officer) personally appeared �%lDjyilJ 5 ,�v�5 P who proved to me on the basis of satisfactory evidence to be the person(jj whose name(k is/ace subscribed to the within instrument, and acknowledged to me that he/fly executed the same in his/henitheir authorized capacity(*t), and that by his/hea�ir signature(* on the instrument the person(y), or the entity upon behalf of which the person(p) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. a MMA 141441" CommiWart 0 1521423 Notary PiibBc - Cditmlo Signature ., V RK*rsfde County NlyCarat.E�tresOct23, 2008 (seal) State of California ) County of i�� On jam, before me, V \ 4 C&A e i. 'i Q& rl , Notary Public, (he ert name title of the officer) personally appeared Y -V� Choi k \ 1--*N who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. MANY ROBINSON _ Commission # 1515846 -o Notary Public • California RNerside County Signatur 1 MYComm.Expires Sep26.2006; (seal) 882/015610-0043 806095 40 a0727/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 86 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 EXHIBIT "A" 80609540 07/27/06 Page I TYCOR TITLE SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manaeer DOC # 2008-0301838 06/04/2008 08:00A Fee:NC Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111111111111111111111111111111111111111111111 S R U PAGE SIZE DA I MISC LONG RFD COPY LNCOR M A L 465 4261 SMF CH EXAM 01-1 T CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND FESTAT D OPTION t19 AGREEMENT ("Partial Termination") is made and entered into thisday of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-281 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 39 a07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT /f AGENCY ("Agency") Date: l��f .� 2008 By: Executive Director APPROVED AS TO FORM: RUTt},� & TUCKER, � Attorneys (for the La Quinta Redevelopment Agency Date: 2008 882/015610-0043 806095 39 a07/27/06 -2- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President State of Cal' is ) County of On Cori /aS a00� , before me, personally appeared s name and title o?tthe officer) Notary Public, who proved to me on the basis of satisfactory evidence to be the personw whose name(p�is/ere subscribed to the within instrument, and acknowledged to me that he/gheA4key executed the same in his/kerMfeir authorized capacity(*), and that by his/kezWwir signature(o on the instrument the person, or the entity upon behalf of which the persona acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California ) County of�p tUeC ' CMy eA AA (seal) On 0'—�C'At a(�OS{ , before me, Notary Public, �e (here ipsert name and title of the officer) personally appeared M'� LW p 1��1 u t t A who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. TIFFANY ROBINSON re Sl natuCommission # 1515846 g `Nr " — S %MyComm. Notary Public - CaBfomla Riverside County E-(plresSep 26.2008 (seal) TIFFANY ROBINSON Commission # 1515846 882/015610-0043 -e Notary Public - Calliomla 806095 39 a02m/06 -3- RNer ilde County My Comm. E'4*WSep26, 2008 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 68 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095 39 a07/27/06 Page 1 1H SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 t49 " Attn: City Manager 5a.-702 V—:1 DOC # 2008-0408858 07/25/2008 08:00A Fee:18.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111011111111111111111111111111111 R U PAGE SIZE DA I MISC LONG RFD COPY EMS A L 65 426 1 PCOR NCOR SMF NCHG E �m / T. CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT /v This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this IINay of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a Califbmia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-805 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 44 ao7n7m6 M 74 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: -1 1 z-*q, 2008 APPROVED AS TO FORM: RUTnAN� & TUCKER, LLP T Attorheys for the La Quinta Redevelopment Agency Date: , 2008 882/015610-0043 806095 44 a0727/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") By - Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation / By: 1r-. Michael Shovlin Its: President State of Califo to ) County of I UA& /+ On � before me, C��% `' Notary Public, personally eared (n)k7 6 1/(/1� d title of the officer) who proved to me on the basis of satisfactory evidence rto be the personK whose name(s) isAim subscribed to the within instrument, and acknowledged to me that he/shaAky executed the same in his/heMheir authorized capacity(ias), and that by his/lor,"r signature(,s�ron the instrument the person(s), or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of Cal' ornia ) County o On �T/�f? 0;�00 d� , before and title of the G. CAMPA Commission 8 1772665 Notary Public - California Riveralde Courtly Comm. Nw5, 2o11 (seal) Notary Public, personally appeared V—. , who proved to me on the basis of satisfactory evidence to be the personW whose name(o is/are subscribed to the within instrument, and acknowledged to me that he/Aw4hey executed the same in his/hen4m-ir authorized capacityoos), and that by his/herltlreir signatureQs) on the instrument the person§0, or the entity upon behalf of which the person(A) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. common I�A Not J Rivemdo io - I • 882/015610-0043 806095 44 a07/27/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 100 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 906095.44 a0727/06 Page I SAP! BERNARDIN REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager 5a-7o1(o9-yo I J` G� DOC # 2009-0409959 IU 07/25/2008 08:00A Fee:18.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder IIIIII 1111111111111111111111111111111111111111,111 S R U PAGE I SIZE I DA I MISC LONG RFD COPY A L 1 4 5 1 426 IPCORINCORI SMF JNCHG E�m / T. CT ( UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION 012 AGREEMENT ("Partial Termination") is made and entered into this bay of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a Cali rnia vv corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-815 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.43 a07/27/06 0 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: I - Z- N 12008 APPROVED AS TO FORM: RUTN & TUCI{�R, LLP Attorneys for the La Quinta Redevelopment Agency Date: e 2008 882/015610-0043 806095.43 a07/27/06 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency")1'�2 dz-r—� BY ,� Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: �� Michael S vlin Its: President State of Calif mi) County of I a PhLYGl� On ZS before me,Cl/u�D`� , Notary Public, / , /(here ipserttnn n e and title of the officer) personall ppeared �%�l r(d'Il/t? ( S6' ✓I //I who proved to me on the basis of satisfactory evidence to be the person(2� whose name(s) is/afe subscribed to the within instrument, and acknowledged to me that heLs� executed the same in his/hefAheir authorized capacity(ies); and that by hisA eir signature(sfi on the instrument the personf , or the entity upon behalf of which the person(O-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature --� State of CaVAqnia ) County of On -T��a� �pDd' , before me, name and title of the G. CAMPA Commisslon # 1772665 Notary Public • California Riversltle County CMM WaSNOV8,2011 (seal) Notary Public, personally appeared ZZZQ& r, �-Z ice, , who proved to me on the basis of satisfactory evidence to be the person(} whose names[) isfare subscribed to the within instrument, and acknowledged to me that he/slieAkey executed the same in his/he 4kkvir authorized capacity(*), and that by his/herk"r signaturet on the instrument the person*), or the entity upon behalf of which the person(() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 182/015610-0043 806095.43 a07/27/06 -3- f, EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 133 OF TRACT NO.31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610A043 EXHIBIT "A" 806095 43 a0727/06 Page I BSTED BY WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency I — 78-495 Calle Tampico La Quinta, CA 92253 s Attn: City Manager EX. TICOR TITLE DAPS OFRNARDINO v DOC 4 2008-0485179 09/03/2008 138,00g Fee:21.00 page I of Recorded in official Records county Larry W Ward Rssessor, Coun V jerk & Re order lll III IIIIII IIIIII IIIII IIIII III IIIII IIII IIII IIIIIIIIIII U PAGE SIZE 465 1 426 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT on DA MISC LONG RFD COPY EXAM COR NCOR CTY I UNI This PARTIAL TERMINATION OF AMENDED AND_ RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this �yltay of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a Calif uric corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a p ubl body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-855 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 8821015610-0043 806095 45 07MJ06 025 Vq1' covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: 2008 By� Executive irector Agency Secretary% APPROVED AS TO FORM: RUTAN & TUCKER, LLP lf�� Attorneys for the La Quinta Redevelopment Agency Date: l 31 2008 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation/ By: _ Mic'tmel Shoin Its: President 882/015610-0043 _2_ 806095,45 a07/27/06 State of California, ) County of 2 7 �.64L2 On ��d9`a o0 8 before me, �� �� A Qo �o Notary Public, /--% (here ins rt name and fitk of the offttr) personally appeared Sj/he aX Ir �sl to v� ae who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature .- — PNyLUS MANLEY Convrt"M # 16977% Mvffdee Cotrry WV — (seal) State of Calif is County of I C�1 r' �r O vU d C Cl/�( / Notary On / before me, Not Public, /here m rt nam and titl of the officer) personally peared / ��' /� � ,, �Z who proved to me on the basis of satisfactory evidence to be the person�"hose name(s) is/ape subscribed to the within instrument, and acknowledged to me that he/shelxlaey executed the same in his/he> kke"uthorized capacity(ies), and that by his/hei;"r signature(sjon the instrument the person , or the entity upon behalf of which the person(Wacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 882/015610-0048 _3_ 806095 45 a07/27/06 G. CAM PA i Commission # 1772665 �'► Notary Public - California Riverside County Comm. No,8,20ll (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 105 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 45 a07/27106 CERTIFICATION Pursuant to the provisions of Government Code 27361.1, I certify under the penalty of perjury that the following is a true copy of illegible wording found in the attached documents: (Print or type the page number(s) and wordingbelow): elow): DATE: SIGNATURE: REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager E AN E ERWA9S8 IND DOC # 2008-0361570_ 07/02/2008 08:00A Fee:18.00 _'• Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder 111111 II III 11111 III 111111 II111111111 III 11111 III III S R U PAGE SIZE DA MISC LONG RFD COPY M A L 1 465 1 426 1PCOR1NC01,1 SMF NCHG exAm IT. 7CTY I UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into thisZ�nay oftu&y, 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-865 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 41 a0727/06 D 029 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") � Date: 2008 By: - Executive Director AT T: Agency Secret l APPROVED AS TO FORM: RUT N & TUCKER, LLP r Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: , 2008 By: Mic iael SI ovi n 882/015610-0043 806095 41 a07/27/06 -2- Its: President State of Cal' is ) County of�&) Ong aDa 8 , before me, i Q Sl Notary Public, e inse name and title of the Officer) personally appeared D lVe-'S e who proved to me on the basis of satisfactory evidence to be the person64 whose name(* is/ast3 subscribed to the within instrument, and acknowledged to me that he/sjxe tW executed the same in his/Wtlt* authorized capacity(*), and that by his/lwtllw signature(9�on the instrument the person(d), or the entity upon behalf of which the person(a) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California ) County of j6Vj) On Ja)90 before me, (seal) Notary Public, ! (here ' Bert n e and title of the officer) personally appeared �� ( V t I 1 who proved to me on the basis of satisfactory evidence to be the person(s) whose namew is/are subscribed to the within instrument, and acknowledged to me that he/slimy executed the same in his/her4heii-authorized capacity(4es); and that by his/heMheir signature(s)`on the instrument the personK,, or the entity upon behalf of which the person(ej acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. C� Signature 882/015610-0043 806095 41 a0727/06 -3- G. CAMPA Commission # 1772665 -ai Notary Public - California Riverside County Cai m.6 Ives Nov 8.2011 (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 122 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 EXHIBIT "A" 806095 41 a07/27/06 Page I t _ r o REQUESTED BY MA a AND WHEN RECORDED MAIL TO: zLa Quinta Redevelopment Agency ® � 78-495 Calle Tampico h1 La Quinta, CA 92253 q Attn: City Manager r.il I. u DOC # 2008-0361669_ 07/02/2008 08:00ii Fee: 18.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry Assessor, County Clerj� &I4eeorder 1111111111111111IIIIII111111111111111111111III S R U PAGE SIZE DA MISC LONG RFD COPY M A L 1 465 1 426 PCOR NCOR SMF NCHG /�EZx,,AM T: CTY PARTIAL TERMINATION OF AMENDED 19 AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED STATED OPTION 029 AGREEMENT ("Partial Termination") is made and entered into this jr-day of , 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-845 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 41 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: �-' ` ?— , 2008 A , �%11"Age Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP M�tJzw- Attorneys for the La Quinta Redevelopment Agency Date: 2008 882/015610-0043 806095.41 a07/27/06 -2- "AGENCY" LA QUINTA REDEVELOPMENT A Y ("Agency /" By: / Executive Director f N)WIF 0101991% SANTA ROSA DEVELOPMENT, INC., a California corporation Michael Shoffin Its: President State of Ca ' mia ) County o ) ,, // // On .7lln /� aoyy , before me, 7�e_ Pa'Jil� �'7�J�lC ,l Notary Public, (fire , rt name and title of the officer) personally appeared T D/yX' who proved to me on the basis of satisfactory evidence to be the person(p) whose name(a) is/are subscribed to the within instrument, and acknowledged to me that he/,%ke/*ky executed the same in his/b&/tjteir authorized capacity(j4), and that by his/l et/tWir signature(g) on the instrument the person(p), or the entity upon behalf of which the person(p) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. .Ml (seal) State of CalijWma County of On 4�, before me, �Gl �%�� , Notary Public, fhea and title of the officer) person ly appeared /( Pi _ J 'ZV1117 , who proved to me on the basis of satisfactory evidence to be the persons) whose name(g) is/arc- subscribed to the within instrument, and acknowledged to me that he/shchhey executed the same in his/4erkheiir authorized capacity(iegrand that by his/her heir signatureKon the instrument the person , or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. C Signature _ 882/015610-0043 806095 41 a07/27/06 -3- s.rr.�. G. CAMPA Commlaslon O 1772" Notary Publle - California Riverside County �Camm. Nov8,2011 (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 124 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 80609541 a07/27/06 Page 1 fe ; REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager SAK BERHARWHO DOC # 2008-036j 559 14 07/02/2008 08:00R Fee:28.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111111111111111111111 S R U PAGE SIZE FDA MISC LONG RFD I COPY 1 v1 M A L 466 1 426 1 PCOR I NCOR SM NCHG "M UNI &Z'� T: CTY PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT Mb This PARTIAL TERMINATION OF AMENDED ANDESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this day of A� W_ , 2008 ("Effective Date"), by and between SANTA ROSA DEVELO ENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 47-815 Dancing Butterfly and 47-785 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the 882/015610-0043 806095 38 a07/27/06 Developer that is encumbered by the Amended and Restated Option Agreement, or any covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 2008 APPROVED AS TO FORM: RUTAN & TUCKER, LLP lq0 A orneys for the La Quinta Redevelopment Agency Date: 2008 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") By`/ Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Mic el Shovlin Its: President 882/015610-0043 806095 38 a07/27/06 _2_ State of Caljw4nia ) County o On / /'% aD�� , before me,Notary Public, L e inse name and title of the £liter) personally appeared-/kifY.S �nD✓eS , who proved to me on the basis of satisfactory evid nce to be the person(g) whose name( is/od subscribed to the within instrument, and acknowledged to me that he/3ke/th�* executed the same in his/h)sfLthVif authorized capacity(W, and that by his/)i&/tl)& signature(* .on the instrument the person(¢}, or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) State of California ) County o(` I 1� C�q ) On g l Cl , before me, k in i ���b`1 Y)�, (X) , Notary Public, here insert game and title of the officer) personally appeared {� `t �(1! a P 1 �!1 Oy I t e who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 1\ _ Signature TIFFANY RMINSON (seal) _ Commisslon # 1515846 -s Notary PubBc • CoNomlo Rlvenicie County MV Comm. EVkft Sep 26, 2MB 882/015610-0043 806095.38 a07/27/06 -3- 1 . Z -N " EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 98 AND 101 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 80609538 a07/27/06 Page I is 9 REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager E TICOR TITLE SA.N BERNARDINO 40 DOC # 2008-0598580 11/12/2008 08:00ii Fee:13.00 Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder 11111111111111111111111111111111111111111111111111111111 S R U PAGE SIZE DA MISC LONG RFD COPY i M A L 465 426 PCOR NCOR SMF NCHG EI%AM U,V - tS 4e-C.1V-- T: CTY UNI /(.JS-juPARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 017 042 This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTIO�-N1^1 AGREEMENT ("Partial Termination") is made and entered into this 5 day of Fes' 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-848 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: I. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.49 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGE "Agency") Date: 9/5 2008 By Executive Director Agency Secretary // APPROVED AS TO FORM: RUTTA�N & glTU�CKER, LLP f-i'm dV.,etw Jli.t Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a �j California corporation Date: ! (> 12008 By: "� "�—'^ Mica -el Shovlin Its: President 882/015610-0043 806095 49 a0727/06 -2- State of California ) County of R LV4-ko, On 9/ S I)atcg before me, Notary Public, (here in ert name and ti a of the o ) personally appeared na • e-(? a , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. , pLad by C97796 lkwft W Signature ib Riri1A� (seal) PM -ftYen i 1697M IIIIYrltl116 CM* My Came90=100161101 State of California County of/�-� IVVO(6U ) On C�P//1t6111� /o�� before me,�Notary Public, 1 n / (here jnsert name and title of the officer) personally appeared %// /C!//lie ( �Y?OV/ill who proved to me on the basis of satisfactory evidence to be the personoywhose name(s) is/are- subscribed to the within instrument, and acknowledged to me that he/shekhey executed the same in his/hef4h4r authorized capacity.(iesk and that by his/herAheir signature(sl on the instrument the pers09 , or the entity upon behalf of which the personK acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature �G�7 982/015610-0043 806095 49 a0727/06 -3- G ' C0-M pq,_::•., G. CAMPA Commission # 1772665 Notary Public - Colifornfa £ Riverside County Comm. NOV 8, 2011 COVY� rr. # 1-7--m (cCoS C�Yl1YYl °UC� - ► $ 11(seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 129 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095.49 a07/27/06 Page I NOTARY SEAL Under the provisions of Government Code 27361.1, 1 certify under the penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: Name of Notary: Commission #: `p C4—(- q (D Date Commission Expires: j U✓ l (Lo I l County where Bond is filed E"01yZ5--C PLACE OF EXECUTION DATE: SIGNATURE: RIVERSIDE 1 Ila/o�- r,, REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico DOC # 2008-0598579 11/12/2008 08:00i1 Fee:13.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111111111111111111111111111111111111 La Quinta, CA 92253 Attn: City Manager '''')f� %� LSR LUPAGE SIZE DA MISC LONG RFD COPY /V�2e_v ExTOCOR TOTLE 465 426 PCOR NCOR SMF NCHG extM $A06�Y�BERNARDINO IT: CTY I UNIopt PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATEN AGREEMENT ("Partial Termination") is made and entered into this lD day of acS-i- 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-895 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.46 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 2008 APPROVED AS TO FORM: RUTAN & TUCKER, LLP A omeys for the La Quinta Redevelopment Agency Date: O 2008 F.T01 l►[Wfti LA QUINTA REDEVELOPMENT AGFr"Agency By: Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Mic ael Shovlin Its: President 882/015610-0043 806095 46 a07/27/06 _2_ State of Califomi ) County of U On 4l before me, personally appeared who proved to me on the basis of satisfactory Notary Public, insert dame and-litletof the to be the person,ks)-whose nameM is/are— subscribed to the within instrument, and acknowledged to me that he/ske4hey executed the same in his/heB4h6r authorized capacity(ies), and that by his/her/llwir signature, Won the instrument the person( , or the entity upon behalf of which the perso�acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of Cali rnia ) County of de s ) On 99yu 2e /J� ado 0 , before me, ' G. CAMPA Commisslon # 1772665 . - Notary Public - California Riverside County Corran.a trey Nov8,2011 and title of the (seal) Notary Public, personally appeared z-9t9 z,l; 5 i� ! 7Pewo i/cSe-- , who proved to me on the basis of satisfactory evidence to be the personal whose name(s) is/am- subscribed to the within instrument, and acknowledged to me that he/shQA-hey executed the same in his/her*wir authorized capacity(ips), and that by his/her4heir signature(q) on the instrument the person(p), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ( I` QYY M # 162 I "1 Z3 (seal) CtMf(l •-12,XP - 1012-3 I(7% 882/015610-0043 806095 46 a0727/06 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quints, County of Riverside, State of California, and further identified as: LOT 115 OF TRACT NO.31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/0156104043 80609546 a07/27/06 Page I REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: CiA&V �Exe SAPS BERNARDING 5a7ooj3o-1/0 DOC # 2008-0598582 11/12/2008 08:00A Fee:13.00 Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111 IIIIII 11111111111111111111111111 IIIII S I R I U PAGE SIZE DA MISC LONG RFD COPY M A L 466 426 PCOR NCOR SMF NCHG EXy�A�/M UNI ®( T. CTY PARTIAL TERMINATION OF AMENDED I AND RESTATED OPTION AGREEMENT / This PARTIAL TERMINATION OF AMENDED AND RESTATE�N AGREEMENT ("Partial Termination") is made and entered into this � day of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-824 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/0156IM043 806095.48 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AG�AtC1Y "Agency") Date: O 2008 B((y: / �J//G�7�t A� Executive Director ATTEST: ^ / Age y Secretary APPROVED AS TO FORM: RUTAN & TUCKER;LLP Ay lain I\ Attorneys for the La Quinta Redevelopment Agency Date: ! — / `1 , 2008 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President 882/015610-0043 _ 806095.48 a0727/06 _2 State of Calif nia ) County of OnTro_sf r �ye�� , before me, 70ae,4,'4 ��i�S iJ Notary Public, ery�' sert n e and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(, is/aw subscribed to the within instrument, and acknowledged to me that he/skefthey executed the same in his/hon4heir authorized capacity(*), and that by his/hop4heir signature(s) on the instrument the personal, or the entity upon behalf of which the person6t) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California ) County of L / ynyt ) On M-1A IOVA4-, before me, _ ersonally appeared �'n'G/Ve/ REGENIA joMENREV Carrunbslon 11 152t423 � . Notary PUS 'Ca6fonb . Riverside County MyComm.E0tesOct23.1 (seal) and title of the officer) Notary Public, p who proved to me on the basis of satisfactory evidence to be the person(s'j whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/skeftirey executed the same in his/horAheix authorized capacity(-ies} and that by his/her/their signature(syon the instrument the person( , or the entity upon behalf of which the person(s)-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature z=::: - 882/015610-0043 806095 48 a07/27/06 -3- is CA # 1 Commission 772665 Notary Public - California Riverside County Comm. Er Ires Nov8,2011 (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 127 OF TRACT NO.31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 48 a0727/06 g NOTARY SEAL Under the provisions of Government Code 27361.1, 1 certify under the penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: Name of Notary: Commission #: Date Commission Expires: County where Bond is filed PLACE OF EXECUTION: RIVERSIDE DATE: SIGNATURE: MM JmC9t P �! S M1 O N � ` u REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager 060 -yo E SAN BERBdARDINO DOC # 2008-0598584 11/12/2008 08:00f1 Fee:13.00 Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk d Recorder 11111111111111III1111111111111111111111III11111 III1111 S R U PAGE SIZE I DA MISC LONG I RFD COPY M A L 1 465 1 426 1 PCOR NCOR SMF NCHG I E7AM T. I CTY U N I PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this �JT day of 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., q California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 47-705 Dancing Butterfly and 47-885 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the 182/015610-0043 806095 49 a07/27/06 Developer that is encumbered by the Amended and Restated Option Agreement, or any covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this partial Termination, shall be deemed to he an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGE Agency") Date: a 2008 By: Executive Director VATTET: /) Ag@ y Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Mw A"u/�q- yam, Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation ,C Date: 7 U , 2008 By: Michael Shovliff Its: President 882/015610-0047 806095 49 a07/27/06 -2- State of Caljlopia ) County of i 4 On Azzl6Lz7.d', before me,niQ 5�e./ Notary Public, (nhneeeff{e name d title of the officer) ins — personally appeared %^hz�/ 4� S e-aegc f 5'e�1 who proved to me on the basis of satisfactory evidence to be the persono4whose name(4 is/are. subscribed to the within instrument, and acknowledged to me that he/she4key executed the same in his/herJt it authorized capacity(igis), and that by his/hcz4he4r signature( on the instrument the person(4), or the entity upon behalf of which the person(g) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. BEGE comma Notary Pu Rive Signature My corpKIFq i A .. State of California ) County of 'el �e ) (seal) On , CJ�t , before me, Notary Public, ,,� j r (h9±e mse�{ name and title of the officer) personally appeared (% / J° �0 V /1 , who proved to me on the basis of satisfactory evidence to be the person(<whose nameO is/ale subscribed to the within instrument, and acknowledged to me that he/ske4hey executed the same in his/hen4h6F authorized capacity(ies), and that by his/4eFA4e�r signatureosi on the instrument the persogK1 or the entity upon behalf of which the personWacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. G Signature- �y 182/015610-0043 806095 49 a07/27/06 G, CA A Com sslo # 3772665 •"i"° -;e Notary I,c - C�nfornlo ' vskbr•, ...^RIV rsL e County (seal) G. CAMPA Commission # 1772668 3 'o Notary Public - California £ Riverside County Lamm.Et Tres Nov B, 9nii + �-Uv y I ­f*� I'l"12(PtP5 0.n e-c P • 1 I ) 4s I I EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 90 AND LOT 116 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" '82/015610-0047 806095 49 a07/27/06 Page I NOTARY SEAL Under the provisions of Government Code 27361.1, 1 certify under the penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: Name of Notary: R CP� �C V, Commission #: 152 I �23J �J Date Commission Expires: 10 �Z� I is County where Bond is filed -,1 ✓QS tC PLACE OF EXECUTION: RIVERSIDE DATE: SIGNATURE: ( /i,2)b 'R� //4 REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager 6a�76678-3 -y® E: SAN SERNAitDINO DOC # 2008-0598583 11/22/2008 08:00A Fee:13.00 Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111111111111111111 S I R I U PAGE SIZE DA MISC LONG RFD COPY M L 1 465 1 426 IPCORINCOR SMF i NCHG /EXAM I (/ T. CTY UNI PARTIAL TERMINATION OF AMENDED �I , AND RESTATED OPTION AGREEMENT / c This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this 0 day ofp' 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-290 Cool Reflection in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 50 a07/27/06 LAM covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT �/ p� AGENCY ("Agency") Date: /m , 2008 By. /G2dYYc �✓✓ i• �'e :�J t/Lt Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP _TI/U Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: , 2008 By: ;1-7� Mic ael S lin Its: President 882/015610-0047 806095 50 a07/27/06 -2- State of Calif��o$p�ia ) County of I olw— f On �Z1J7� ay� before me, �- ���� Notary Public, —� / I (here insert, name and title of the officer) personally appeared %1//G/We-1 , who proved to me on the basis of satisfactory evidence to be the person(<whose name(gj `is/are- subscribed to the within instrument, and acknowledged to me that he/shrfthe}-executed the same in his/her4heir authorized capacity(ies), and that by his/iierkheir signature(Sion the instrument the person, or the entity upon behalf of which the persorAsg racted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature cs�-� State of Califymia ) County of iZecjLdr), On r ,00S , before me, J G. CAMPA Commission # 1772668 "d Notary Public • California Riverside County Comm.EWresNov8.2p11 + (seal) and title of the Notary Public, personally appeared /J`, 4ze_,!24� Are-3 e- , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(v) is/ape subscribed to the within instrument, and acknowledged to me that he/sheahey executed the same in his/hreTAheir authorized capacity(log), and that by his/heo"r signature(g) on the instrument the personO, or the entity upon behalf of which the personfg) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 882/015610A043 806095.50 a07/27/06 -3- REGENIA twWwwXt Consrdsdon # ►52!4-0 -. Notary Public - Calfdtitdl.. Riverside County, v Y. (seal) LARRY W. WARD Recorder P O [3oa 751 COUNTY OF RIVERSIDE Riverside. CA 92502-0751 (951) 486-7000 't. ASSESSOR -COUNTY CLERK -RECORDER wwH nversadencr coin NOTARY CLARITY Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary: Commission #: Place of Execution. Date Commission Expires: 'G� — ©� Date: Signature: Print Name: Jl-n--0 ACR 186P-AS4RE0 (Res 09/2006) Avadablc in Alternate Ponnats LE. R EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 114 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 906095.50 a07/27/06 Page I REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager 3ois BERMAKOINO DOC # 2008-0598581 11/12/2008 08:00R Fee:13.00 Page 1 of 5 Recorded in official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111III111111111111III111111 III1111111111111 S R I U PAGE SIZE I DA I MISC LONG RFD I COPY M L 465 426 1 PCOR NCOR SMF NCHG EXAM T CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 1� This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination') is made and entered into this --(p day of 4matIr 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC.,14 California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of that certain real property located at 79-277 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095 47 a07/27106 IM covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") � Date: 2008 By(.-�✓�r Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: ��� 2008 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael ShQAin Its: President 882/015610-0043 806095 47 a07/27/06 _2_ State of Calif nia ) County of /a On GGi�(� before me, �C �� Notary Public, ��� Z here i�,ry n e aid title of the officer) personally appeared // //G///f fi ( Z/O I//// I , who proved to me on the basis of satisfactory evidence to be the persoaKwhose nameO is/arv- subscribed to the within instrument, and acknowledged to me that he4he44ey executed the same in his/ho944ei-rauthorized capacity*iss), and that by his/1"aheir signatureol on the instrument the person( or the entity upon behalf of which the person'Kacted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature_ State of Cali rnia ) County o 2 idP ) G. CAMPA Commission # 1772665 .': Notary Public - California Riverside County Comm. Tres Nov8,2011 + (seal) On A�i�rti& !S/ Zt� Aoo a"' , before me, P Dr n. 4La .21e ✓ Notary Public, V ere ert na[ne and title of th officer) personally appearedin JPr�a f/es who proved to me on the basis of satisfactory evidence to be the person(p) whose name(* is/,"e subscribed to the within instrument, and acknowledged to me that he/skeMtey executed the same in his/1@Pil1'feir authorized capacity(i$), and that by his/lwe4heir signature(it) on the instrument the person(*), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) 182/015610-0043 _ 806095 47 a07/27/06 _3 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 69 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095 47 a07/27/06 g NOTARY SEAL Under the provisions of Government Code 27361.1, 1 certify under the penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: Name of Notary: Commission #: l 5'L ► �'z� Date Commission Expires: 10123 [V(�l County where Bond is filed 21 PLACE OF EXECUTION: RIVERSIDE DATE: SIGNATURE: � / M/o i V� REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 PM Attn: City Manager Exempt Prom DOC # 2009-0263658 05/26/2009 08:00R Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Asses&or, County Clerk & Recorder 11111111111111111111111111111111111111111111111111111111 U PAGE SIZE DA MISC LONG RFD COPY L 465 426 PCOR NCOR SMF CHG exnnn T I CTY I UNI Ioo ing Fee Pursuant to Govemment Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this ;?j day of M-f f tK, 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 47-655 Dancing Butterfly and 79-250 Cool Reflection in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the 882/015610-0043 806095.52 a07/27/06 Developer that is encumbered by the Amended and Restated Option Agreement, or any covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT An// Y "Agency") Date: 101 a,4 , 2008 B J�J Executive Director ATTEST: %hoMriS fo�r�pJ�s� Agency Se retary APPROVED AS TO FORM: RUTAN & TUCKER, LLP F-YlID ae!;ic f,a4i Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: /D ' 10� 2008 By: 5. Michael S n Its: President 882/015610-0043 806095.52 a07/27/06 _2_ State of Coifornia ) County o On M>/4 Lm before me, k" Notary Public, �l� ere ins n name and title of the .er) personally appeared c�,frl&01AY -S .A4A eaL, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 1 -.- State of Califor is ) County 0 WICA99LI, On before me, perso ally appeared se-1 of the officer) (seal) Notary Public, who proved to me on the basis of satisfactory evidence to be the person(g�whose nameKis/arc— subscribed to the within instrument, and acknowledged to me that he/she*key-executed the same in his/herkheir authorized capacity(ies�-and that by his ierA`ei signatureKon the instrument the person , or the entity upon behalf of which the person(0ted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature�'J �.. �J 882/0156104043 _ 806095,52 a07/27/06 _3 G. CAMPA Commission # 1772665 • `m o Notary Public - California i Riverside County Comm. fx fires Nov8,2p11 CO. C f1 M P P (seal) 1-7-72�, (-,s f2lVe✓SJlOe EO�LI7j11 NOV f) 2011 CALIFORNIA NOTARY/ILLEGIBLE NOTARY SEAL/ILLEGIBLE DOCUMENT 3-INQNE POEM STATE OF CALIFORNIA COUNTY OF On before me )SS )SS A_NOTARY PUBLIC, ..personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that.he/she/they executed the same in his/her/their authorized capacily(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT. WITNESS my hand and official seal Signature (This area for official notary seal) GOVERNMENT CODE.27361.7 1 certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: OHVLUS /yJs►nLe� DATE COMMISSION EXPIRES: OcT /to. 70io COUNTY WHERE BOND 1S FILED: 2 615p COMMISSION NUMBER: /& S 7 PLACE OF EXECUTION: RIVERSIDE DATE: S /ZG / 2009 SIGNATURE: 412 y,G i certify under.penalty.of perj_#U.under-the laws of the State of California that the illegible portion.of this document to which this statement is attached reads as follows: ATTACHED FOR CLARITY we,sioe- /0/zy/ 08 pti yL4IS Mwn Ley Tkoh'AS /0. & eiloves' PLACE OF EXECUTION: RIVERSIDE DATE: S /0- / 700G SIGNATURE OF DECLARANT (08: 1?'99):TC EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 85 AND 110 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 Page 1 806095.52 a07/27/06 g ,i atl,w J�t& U4p REQUESTED BY AND WHEN RECORDED MAIL TO: DDC # 2009-0263661 05/26/2009 08:00A Fee:NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIIIIII 1111111111111111111111111111111111111111111111111111111111 La Quinta Redevelopment Agency 78-495 Calle Tampico A L 5 426 PCOR NCOR SM NCH EXAM La Quinta, CA 92253 4 (y) Attn: City Manager T: CTY UNi WXp Exempt From Recording Fee Pursuant to Government Code § 27383 0(]s PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination') is made and entered into this P6 day of Fe-bvLjfr�(, 2001("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 79-309 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.56 a0727/06 ��- s9 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. APPROVED AS TO FORM: RUTAN & TUCKER, LLP Alv / t ofyu j 1>u� Attorneys for the La Quints Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT AG(�gency�. By: r�o Executive Director Thomas P. / e✓1ovese "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation / Date: vC - off- 2009 By: Michael Shovlin Its: President 882/015610-0043 806095,56 a07/27/06 -2- State of California ) County of Ly-Q! Z Lc�a ) On- . ru am V a5 20 before me, 't�ru J e n So ✓n , Notary Public, ff� (here insert name and title of the officer) personally appeared i Cy t 0. 2 k S. SMi> 0 1. who proved to me on the basis of satisfactory evidence to be the person;4 whose nameke) is/are- subscribed to the within instrument, and acknowledged to me that he/shc4hey executed the same in his4ie4dioir authorized capacity(ies), and that by hislhedUwir signature(s}on the instrument the person(e), or the entity upon behalf of which the person(s)'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signa e State of California ) County of4�Loan•" ¢�) On 31--1-/3.0og , before me, -------------- L Q9E 1. EMeOM ctauon • tet7ete Mown wee • ed"Wr" Mbonse Couary U 201 (seal) Notary Public, /� (here�insert name add title of tt>� officer) personally appeared `c�tttmsta'C �• tOSnfYtJed� who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatur 882/015610-0043 806095.56 a07/27/06 -3- E*:MV0MX1'. nus � MOM 000n • 1697M wear CMOM county Fxpres Oct 16, 201 (seal) CALIFORNIA NOTARY/ILLEGIBLE NOTARY SEAL/ILLEGIBLE DOCUMENT 3-IN-ONE FORM STATE OF CALIFORNIA COUNTY OF before me )SS )SS A_NOTARY PUBLIC, personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. 1 CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT. WITNESS my hand and official seal Signature (This area for official notary seal) GOVERNMENT CODE27361.7 1 certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: Z. So.2 e,7,50'-q DATE COMMISSION EXPIRES: _ Oc� COUNTY WHERE BOND IS FILED: R ✓5 s0, COMMISSION NUMBER: /el 7 (o/ <. PLACE OF EXECUTION: RIVERSIDE DATE: S / a (o / 2009 SIGNATURE: i certify under penalty.of perjury .under the laws of the State of California that the illegible portion of this document to which this statement is attached reads as follows: ATTACHED FOR CLARITY /2 We ne. Febru,a r y ZS- 2009 L, So2errS0r) N C"14-L S S;k00t_lv, PLAC'E OF EXECUTION: RIVERSIDE DATE:: S / a (o / 200T-I SIGNATURE OF DECLARANT (08. 1?'99):TC s wd::+rmrpf.7 n i CALIFORNIA NOTARY/ILLEGIBLE NOTARY SEAL/ILLEGIBLE DOCUMENT 3-�IN-ONE FORM STATE OF CALIFORNIA COUNTY OF On before me )SS )SS NOTARY PUBLIC, _personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that.he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT. WITNESS my hand and official seal Signature (This area for official notary seal) GOVERNMENT CODE.27361.7 I certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: GhVILIS rVWkde / DATE COMMISSION EXPIRES: _ COUNTY WHERE BOND IS FILED: _ J/� tl 5 ✓J COMMISSION NUMBER: Ito i 77S (a PLACE OF EXECUTION: RIVERSIDE DATE: S/___2(o / 2009 SIGNATURE: i7 i cenify under penalty.of perjury..under-the laws of the State of California that.the illegible portion of this document to which this statement is attached reads as follows: ATTA(HED FOR CLARITY a lVe�s,V,- 31 Z/ 200 9 P h y &t I M 0-yl &6,1 7-hvr f4_s /0. geho ✓ese PLACE OF EXECUTION: RIVERSIDE DATE:: S SIGNATURE OF DECLARANT —r (08 12'99):TC h -now REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manager DOC # 2009-0263659 05/26/2009 08:00p Fee:NC Page I of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIII IIIIIII IIII IIII IIIIII IIIIII IIIII III IIIII IIII III 71 U I PAGE I sI2E I um I rvuai, 17-7 PY 465 1 426 IPCORINCORI SMF CTY UNI 00 Recording Fee Pursuant to Government Code § 27383&)— PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND STATED OPTION AGREEMENT ("Partial Termination") is made and entered into this day ofApep_, 2008 ("Effective Date"), by and between SANTA ROSA DEVELOP ENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 47-845 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.52 a07R7/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: // 4 , 2008 Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP /Ik,1 � Attorneys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMEN AG CY ("Agency") By: Executive Director 171omAS (J Lee7cvese— "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation Date: 2008 By: Mic ael Sh vlin Its: President 182/015610-0043 806095.52 a0727/06 State of C 6mia ) County offinryno On 1 t I to I' %og before me, aY1a4" Notary Public, �1 here ms name and till of the of r) personally appeared o G%lE m6 d- �. h e rU i who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature FOY" V~ seal CommuNon a 16"M (seal) COW* CannBpN�Op16,101 State of Califor 'a ) County of/ On before me, h /ai�/u�/ti Notary Public, //e( /� here�Bert am and title of the officer) pers nally appeared e w&( AI///l who proved to me on the basis of satisfactory evidence to be the persorK whose nameCss) is/arc- subscribed to the within instrument, and acknowledged to me that he/sheXaU executed the same in his/hcx#1 eir authorized capacity4es), and that by his/their signatur (<on the instrument the perrnK, or the entity upon behalf of which the person(sy acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. --------------------- WITNESS my hand and official seal. G. CAMPA Commission At 177 .'d .- Notary Putallo - California is '' Riverside County Signature _ Comm. res Nov 2071 (seal) 882/015610-0043 80609552 a07/27/06 -3 CALIFORNIA NOTARY/ILLEGIBLE NOTARY SEAL/ILLEGIBLE DOCUMENT 3-IN-ONE MRM STATE OF CALIFORNIA COUNTY OF )SS )SS On before me , A_NOTARY PUBLIC, _.personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that.he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT WITNESS my hand and official seal Signature (This area for official notary seal) GOVERNMENT CODE.27361.7 1 certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: DEI yLLIS /y/pr7Ley DATE COMMISSION EXPIRES: _ D cT L4e , zy/O COUNTY WHERE BOND 1S FILED: R COMMISSION NUMBER: /6 5 7 7 $ �- PLACE OF EXECUTION: RIVERSIDE DATE: S /.Zj�, / 2009 SIGNATURE: ✓I��-,� i certify under,penatly.of perjy.U.under-the laws of the State of California that the illegible portion.of this document to which this statement is attached reads as follows: ATTACHED FOR CLARITY R W4'6l64e /// (0/ Zoe),? 7h o.t7'qs /o P"Vy t'S Mavr Ley (0zk-7ovese PLACE OF EXECUTION: RIVERSIDE DATE:: � /2(f / 200G SIGNATURE OF DECLARANToiNo74` b ;S wd`.Car:rs`pi`.3 m 1 CALIFORNIA NOTARY/ILLEGIBLE NOTARY SEAL/ILLEGIBLE DOCUMENT 3-IN-ONE FORM STATE OF CALIFORNIA COUNTY OF )SS ) S S On before me , A_NOTARY PUBLIC, .personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that .he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT. WITNESS my hand and official seal Signature (This area for official notary sea]) GOVERNMENT CODE.27361.7 1 certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: DATE COMMISSION EXPIRES: COUNTY WHERE BOND IS FILED: COMMISSION NUMBER: PLACE OF EXECUTION: RIVERSIDE DATE: / / 2009 SIGNATURE: i certify underpenalty,of perjg.iy under -the laws of the State of California that.the illegible portion of this document to which this statement is attached reads as follows: ATTACHED FOR CLARITY kkve161ve A)o✓e wbe.2 �i 20000 (o Campiq 6114ct 0- Sh'DVL�✓1 PLACE OF EXECUTION: RIVERSIDE DATE: 200q SIGNATURE OF DECLARANT %Z hie (08'12'99):TC Ws d,.Cc,mr.ar� io i EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 104 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 8821015610-0043 806095.52 a07/27/06 Page 1 Mt .t4(j 04ttte, 46""a REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manager DOC # 2009-0263660 05/26/2009 08:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder 11111111111111111111111111111111111111 I 111111111111111 JILE I UH I WiU I LUNUI RFU I UUPv M I A I l 1 465 1 426 1 PCOR NCOR 'SMF I �CH I T: I CTY I UNI 1096 Exempt From PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT to Government Code § 27383 M This PARTIAL TERMINATION OF AMENDED ANDSTATE OPTION AGREEMENT ("Partial Termination") is made and entered into this day of , 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 47-835 Endless Sky in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.54 a0727/06 moo+ � as covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") Date: ` I g , 2009 Executive Director ATTEST: / hom,4s /0 • & -en U V eSQi Agency S cretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: � — Co — 001 2008 882/015610-0043 806095.54 a07/27/06 -2- "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovyd Its: President State of California ) County of f5i " ) On TG n vg v y (,� aOt>�I before me, L sa `f -2 (1 Sk% t 1 , Notary Public, ' (here insert name and title of the officer) personally appeared m (-h G 21 `� h o v who proved to me on the basis of satisfactory evidence to be the person(a)' whose name(s) ism subscribed to the within instrument, and acknowledged to me that he/slo� executed the same in his/herkhetr authorized capacity(ies)', and that by his/herAheir signature(s)—on the instrument the person(s); or the entity upon behalf of which the person(s)' acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature�9 State of Califomia ) County of ultn���o On tI s 12009 before me, LEML SORENSON Coned„ lo„ • tenets No V Pole - CaNfomb aoc"t♦ 20/2 �.. Svrtensat� SS 1-7 (c 1 b (seal) 12t✓erSloe c� hry pc.T ly/Z(�)/ 2- insert name add title of tit officer) Notary Public, personally appeared P. , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 882/015610-0043 806095.54 a07/27/06 -3- weals nta�uEtr canmisefon+r tba»t►a R C�MY w ca�.�.e�..oatami (seal) CALLFORNIA NOTARY/ILLEGIBLE NOTARY SEAL/ILLEGIBLE DOCUMENT 3-IN-UNE FORM STATE OF CALIFORNIA COUNTY OF On before me )SS )SS ARY PUBLIC, _.personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that.he/she/they executed the same in hishter/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT. WITNESS my hand and official seal Signature (This area for official notary seal) GOVERNMENT CODE.27361.7 I certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: ON yZJ- m An Le y DATE COMMISSION EXPIRES: COUNTY WHERE BOND 1S FILED: _ /2 rve✓s�r�e Cv wiry COMMISSION NUMBER: /lof 77$ {, PLACE OF EXECUTION: RIVERSIDE DATE: s /z(, / 2009 SIGNATURE: i certify under,penalty.of perjury.under.the laws of the State of California that the illegible portion of this document to which this statement is attached reads as follows: ATTACHED FOR CLARITY /Z t✓ersIve %PI'vvg P /, y 4z/.s M r+-rt /'t ' Thorwr4s P . 5engVQ6e PLACE OF EXECUTION: RIVERSIDE DATE: 5 / -?S- / 200q SIGNATURE OF DECLARANT 66421496. (08 I2'99):TC fS .-d' 'n 11 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 125 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 806095.54 a07/27/06 Page 1 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 59 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 906095.56.0727/06 Page I REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manaeer DOC # 2009-0263662 05/26/2009 08:00p Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder I111111111111111 II11111111111111111III1111111111111- - U I PAGE I SIZE I DA I MISC I LONG I RFD I COPY A I L I 465 I 426 I PCOR From Recording Fee Pursuant to Government PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT CTY UNI 006 This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this'/"L-day of Q�, 2008 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of.those certain real properties located at 47-745 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0-0043 806095.53 a0727/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT A GENCY ("Agency") Date: O 2008 By: c�� Executive Director ATTEST: 'j"�.i o r� a s �o 5 g✓l o �/eS � Agency S cretary APPROVED AS TO FORM: RUTTjA,'N & TUCKER, LLP n Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" Date: �nr 7 2008 882/015610-0043 806095.53 a07/27/06 -2- SANTA ROSA DEVELOPMENT, INC., a California corporation By: AS Michael Shovlin Its: President State of California ) County of Rvc t La., ) On It (lo lg,008 , before me, ��„ n h:' �.Qx�� , Notary Public, here i sert ne and itle of th fficer) personally appeared o�item�a tr P �a.�ow wam, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Qm -Q-" State of California ) County of eewwnu E0Nmut MivNin Conrnlpbn • 16011M NOIOry RdIC • Car0U11� OWN" C&PO Ca�Rn q (seal) On * 3, before 51c, iz�- , Notary Public, (here insgl4jme an title of the officer) personally appeared /�<< `� �r J`�w1l'0( who proved to me on the basis of satisfactory evidence to be the persona) -whose name(s�is/afs, subscribed to the within instrument, and acknowledged to me that he/sheAhey executed the same in his/hePltreir authorized capacity(ies), and that by his/herklieir signature(e) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 882/015610-0043 806095.53 a07/27/06 -3- G. CAMPA Commission # 1772665 ."m Notary Public • California E Riverside County Comm. res Nov 8, 2011 (seal) CALIFORNIA NOTARY/ILLEGIBLE NOTARY SEAL/ILLEGIBLE DOCUMENT 3-IN-ONE FORM STATE OF CALIFORNIA ) SS COUNTY OF _ )SS On before me , A_NOTARY PUBLIC, _personally appeared who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that .he/she/they executed the same in his/her/their authorized capacily(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT WITNESS my hand and official seal Signature (This area for official notary seal) GOVERNMENT CODE.27361.7 I certify under penalty of perjury that the 'Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: pilyzt/s /14'7 DATE COMMISSION EXPIRES: _ OcT /6. 2vio COUNTY WHERE BOND 1S FILED: COMMISSION NUMBER: / (0 5 7 S {o PLACE OF EXECUTION: RIVERSIDE DATE: 5 /.2;0 / 2009 SIGNATURE: /2 4. 1 certify under penalty.of perju„ry..under-the laws of the State of California that the illegible portion of this document to which this statement is attached reads as follows: ATTACHED FOR CLARITY l2t✓t'✓Srr✓.e— //�<o/zovg �Oy�y L11,S M.4,W,q, man-r�+S /o . � evJ d ✓eSc PLACE OF EXECUTION: RIVERSIDE DATE:: 5 SIGNATURE OF DECLARANT /Z (08: I'_''99):TC s d.t r rar.3 i i EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 94 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 182/015610-0043 806095.53 a07/27/06 Page 1 14 M PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: N0'+!0ns T14te AND WHEN RECORDED MAIL TO: LCA aWA4Q 122deVe10PM9_+ —1`$-W�^ii 5 Calle T fAioi co La CxLLi,4pL cA Gi2253 40M &Co41 nQ Fee- DOC # 2009-0261713 05/22/2009 08:00A Fee:NC Page t of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111IIII� 1111 IiII E 111111111111111111111111111 S I R I U I PAGE SIZE I DA I MISC M I A I L 1 465 1 426 1 PCOR Pot(,-%'ial T,0,rmw0410n 04- -AMenAA2& NJ &s4a" OPt!oo Agree &-�-- -Title of Document THIS A' EA Ff� RECO' DER'S US[F= CHLY RFD I COPY SMF CHG LXA CTY UNI jo+ 43 THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) 029 (Rev, 9/27/07-cAt) (Word/S:/Doc ExanVCover Sheet) REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Manaeer Exempt From Recording Fee Pursuant to Government Code § 27383 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this JS'�day of rnQ y 2009 (`Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 79-341 Sign of Spring in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.57 a04/17/09 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. U.Tow2rova LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: 5I5 , 2009 By: 0L a Executive irector APPROVED AS TO FORM: RUTAN & TUCKER, LLP ^Af /vl oli-c- Fs&, - Attorneys for the La Quinta Redevelopment Agency SANTA ROSA DEVELOPMENT, INC., a p California corporation Date: ��" 1p 2009 By:t �t Michael Shuj4in Its: President 882/015610-0043 806095.57 a04/17/09 -2" State of California ) County of On �!)5/a DD9 , before me, Notary Public, ` /� (here i sert name and title of the of er) personally appeared T)tatu,Q.e_a- 2 . �J6w..1� , who proved to me on the basis of atisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. rrmtts Mi 697 c«rttrta,ror, • t6V77Vt/ Naar woxc - Cco a"M Signature 141 D (seal) State of California ) County of e v td e, ) On 5 -10l - o C1 , before me, � - w T e to C c- D n , Notary Public, (here insert name and title of the officer) personally appeared + a e,1 j . Sh D :1 k , n who proved to me on the basis of satisfactory evidence to be the person(4whose names) is/afa-- subscribed to the within instrument, and acknowledged to me that he/she4lwy executed the same in his w4the4 authorized capacityoes), and that by his/hen4heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ,y��,�.��i++.� #r L.80REN ON Wpn � 1817818 C � MaM► Punk - ntt Nlankle County Signature"- Oct 10, 2012 (seal) 882/015610-0043 806095.57 a04/17/09 -3- LARRY W. WARD COUNTY OF RIVERSIDE ASSESSOR -COUNTY CLERK -RECORDER NOTARY CLARITY Recorder P.O. Box 751 Riverside, CA 92502-0751 (951)486-7000 www.riversideacr.wm Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary: Commission #: 0whs Mcv� I e- Place of Execution: Q—, V Date Commission Expires: lJ G�- 1 (49 , -- 0 I Date: Signature: 5) a -a -I Orl ACR 186P-AS4RE0 (Rev. 09/2006) Available in Alternate Formats u LARRY W. WARD COUNTY OF RIVERSIDE ASSESSOR -COUNTY CLERK -RECORDER NOTARY CLARITY Recorder P.O. Box 751 Riverside, CA 92502-0751 (951)486-7000 www.riversideacr. corn Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary: Commission #: l Is I -1 (0 l Place of Execution: 1 z V Date Commission Expires: 0CA I H 7 o)l l Z Date: S 1 2ZA01 Signature: ACR 186P-AS4RE0 (Rev. 09/2006) Available in Alternate Formats EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 43 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610A043 806095.57 a04/17/09 EXHIBIT "A" CCM,00N'A`E N;,l TH LAND TITLE CO SAN SERNARMNO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2007-0070035 01/30/2007 08:00A Fee:11.00 Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIII IIIIIII IIIII III 1111111111111111111 IIIII IIII IIII I S I R I U I PAGE I SIZE I DA I MISC I LONG RFD COPY M I A I L I 465 I 426 IPCORINCORI SMF NCHG Exempt From Recording Fee Pursuant to tiovernmcut wuc y PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 'COMMONWEALTH LAND TITLE CO SAN BERNARDINO REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 FM R U PAGE SIZE DA MISC LONG RFD COPY 465 1 426 1 PCORI NCORI SMF I NCHG Attn: City Manager I Exempt From Recording Fee Pursuant to kjovemrncnn wuc y PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into thiseZ3day often 2007 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A, Developer is the owner of that certain real property located at 79-344 Cool Reflection and at 47-825 Soft Moonlight, in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 777580.01 .07/27/06 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT / AG \CY ("Agency") Date: Vl e-3 , 2007 B�y:��J« Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: 2007 882/015610-0043 777580.01 a07/27/06 —2— ;'�pAJA< V: 6,COOl1-J�-, "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: Michael Shovlin Its: President STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On 3Lwl , before me, /�r�'P�i�t �7ri���/ Notary Public, personally appeared d personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/ape- subscribed to the within instrument and acknowledged to me that he/sheftkey 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. 1 [SEAL] COUNTY OF RIVERSIDE On ss. CEG NIArnrnwio t#NSIEV Comrt>�ion N 1521C29 .. Notary -PuUYc , Cdlt MIO . Notary Public Overslde'Coun'Y W Carim. E) V M 00 23. 2008 before me, Notary Public, personally appeared � ho -e \ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names) is/aFasubscribed to the within instrument and acknowledged to me that he/she/they executed the same in his4ter/their authorized capacity(ies), and that by his/her/their signatureW on the instrument the persons or the entity upon behalf of which the perso4i) acted, executed the instrument. Witness my hand and official seal. Notary Pu [SEAL] 882/015610-0043 777580.01 a07/27/06 -3- w EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 8 AND 14 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. . EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING -BELOW THE SURFACE OF SAID LAND, BUT WPl'H NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD EXHIBIT "A" 882/015610-0043 777580.01 a07/27/06 Page I REQUESTED BY AND WHEN RECORDED MAIL TO: DOC # 2009-0398032 07/30/2009 08:00q Fee:18.00 Page 1 of 4 Recorded in Official Records Country of Riverside Larry W. Ward IIIIIIIIIIIII111111111111111111111I1I corder IN (IIII IIII lit n u PA E SIZE DA MISC LONG RFD COPY La Quinta Redevelopment Agency La Quinta, ta, C Tampico M A L 465 426 PCOR NCOR SMF NCHG AM) La Quinta, CA 92253 Attn: City Manaeer T: CTY uNI Exempt From Recording Fee Pursuant to Government Code § 27383 i8121PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT ("Partial Termination") is made and entered into this %,q jay of 2009 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC. Cal ornia corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 47-715 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.59 a07/02/09 k covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date:>TZI/T Agency Sec#ry APPROVED AS TO FORM: RUTAN & TUCKER, LLP /U_n Attorneys for the La Quinta Redevelopment Agency "AGENCY" LA QUINTA REDEVELOPMENT AGENCY "Agency") 2009 By:' e �/�l�(�G, a,•tir� Executive Director "DEVELOPER' SANTA ROSA DEVELOPMENT, INC., a California corporation Date: / 2009 By: Mic el-Shovl Its: President 882/015610-0043 806095.59 a07/02/09 -2- State of California. ) County of On Si� ODOC) before me, Jule ✓) , Notary Public, (here insert name and title of the officer) personally appeared � 1 CA-N a e( �- ` I h Dy 1 rN who proved to me on the basis of satisfactory evidence to be the person(s)'whose name(s) isfare- subscribed to the within instrument, and acknowledged to me that he/&bcAhey executed the same in his/herAheirauthorized capacity(ies), and that by his/her/their signature(s)-on the instrument the person(s); or the entity upon behalf of which the personKacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signaturj�.� State of California NSO�16 Commd»k• 1aftm 1b4ry RIWk • CaOfornis Rlwnlds County ra OM 14.2012 r (seal) County of�t�,� On n1g 1a b09 , before me, 0a Notary Public, (here inse t name and title of the offi ) personally appeared 07� 19+r�alr �. mac_%- , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. RMUS MANLEY Pk Ela: RWenloe Cow" Signature ornm.ExpreaOctt62ot (seal) F�x P. (J� j , 24) 882/015610-0043 806095.59 a07/02/09 -3- A. EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 91 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF. THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 806095.59 a07/02/09 EXHIBIT "A" REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 /1n,, Attn: City Manager Neofr)MORMN) Em DOC # 2009-0626416 12/04/2009 08:00A Fee:18.00 Page 1 of 4 Recorded in official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111111111111111111111111111111111111111 IIII S R U PAGE SIZE DA MISC LONG RFD COPY pM A L 465 426 PCOR NCOR SMF NCHG EXAM A,11 T: CTY I UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND STAT D�N AGREEMENT ("Partial Termination") is made and entered into this?'lday of , 2009 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 47-835 Dancing Butterfly and 79-260 Cool Reflection in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the 882/015610-0043 806095.62 a]0/28/09 V ALI Developer that is encumbered by the Amended and Restated Option Agreement, or any covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: 111 , 2009 ST: Agency S etary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: .2009 882/015610-0043 806095 62 al 0/28/09 -2- "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") By: ems/Gf/J�1�0 Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By:�- MichaerSho in Its: President State of California ) County of On t� 3 /2-009 before me, �at," Notary Public, ^�, f� ere in ert name and title of the offi ) personally appeared bHI C T� . �m &4c4e. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California ) County of YsAx�) PNyltla fviM Conanlsabn N 16v77% Nofory Public - Calks, RWMlde corny MyCamm. Bq*es Oct 16, 201 I I I Is 7WOO- (seal)1C� , oc't IlD)20(0 On before me, . 'So Notary Public, (here insert name and title of the officer) personally appeared �h cz tt [ r� who proved to me on the basis of satisfactory evidence to be the persor&� whose namg(sj islarr subscribed to the within instrument, and acknowledged to me that h%hmr/tkey executed the same in his/her/theif authorized capacity(jas), and that by his/jef/*i'r signaturefraj on the instrument the personka J, or the entity upon behalf of which the person acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 882/015610-0043 806095.62 a10/28/09 -3- ComtnHaion i 1617616 Notary Public - California Riverside County lY�� . QC} •1 (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOTS 103 AND I I I OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 806095,62 a]0128/09 EXHIBIT "A" REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Aujo n Exei DOC # 2009-0626417 12/04/2009 08:00A Fee:18.00 Page 1 of 4 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111114111111111111111 S R I U PAGE I SIZE DA I MISC LONG RFD COPY M A L 465 426 PCOR NCOR SMF EX M 2UNI T: CTY PARTIAL TERMINATION OF AMENDED I b AND RESTATED OPTION AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTAT OPTION AGREEMENT ("Partial Termination") is made and entered into this�day of�, 2009 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real properties located at 79-270 Cool Reflection in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.58 a05/26/09 IN covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Date: g 2009 By��/� Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Al-4 AJLK\,te� Attorneys for the La Quinta Redevelopment Agency Date: 2009 882/015610-0043 806095.58 a05/26/09 "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation By: M�;li aeael Shoflin -2- Its: President State of California ) County of 4en4iaod ) On Iol t Iol0l , before me, name and title of the Notary Public, personally appeared %" &,M dk V • C7.s.v &&4.4A_ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/axe subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature+ State of California. ) County of ( wei5tcle ) PHYLLIS MANLEY Commission F 1697796 Notay Public - CaHlanlO Riverside County My Comm. E4*ee Oct I C 201 �I10 1�1�(`0 ��I%• Q Ill ea]) On a§i V o'e , before me, L • , Notary Public, F (here insert name and title of the officer) personally appeared V`(� ci e -1 1. `�Y4� v 1 r > who proved to me on the basis of satisfactory evidence to be the person(s) whose name( islare subscribed to the within instrument, and acknowledged to me that he/sh&lhey executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. L. sueensulr OamnWkn O 1817816 NWoy PWRk • CtlRofnis RMnIM C6tmty \ a 0C114 1 1 Signatur !\J�rL t} I 0 Gts Ia �Z0i2- 882/015610-0043 806095.58 a05/26/09 -3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 112 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 806095.58 a05/26/09 EXHIBIT "A" w NATIONS TITIE COMPANY REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 201 00-0008957 1/08/Y010 08:0014 Fee:13.00 Recorded Page t of 4 Count in Official Records Y of Riverside Asses Larry W, Ward Cou Clerk & Re IIIIIIIIIIIIIIIIIIIIIIII�IIIIIIIIIII'llllll ...der S R U PAGE SIZE DA MISC LONG RFD I COPY M A L 465 426 PCOR NCORQSMFNCHGflEXAMV 4 PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION -AGREEMENT This PARTIAL TERMINATION OF AMENDED AND RESTATE OPTION AGREEMENT ("Partial Termination") is made and entered into this 1 day of 2009 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real property located at 79-280 Cool Reflection in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.63 al 1/09/09 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. Date: // /A3 2009 APPROVED AS TO FORM: RUTAN & TUCKER, LLP Attorneys for the La Quinta Redevelopment Agency Date: //- / (- , 2009 882/015610-0043 806095.63 al1/09/09 -2- "AGENCY" LA QUINTA REDEVELOPMENT AGENCY ("Agency") Executive Director "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation / Michael Sh lin Its: President State of California ) County of dY JA, On I � -- 1(.9 - 09 , before me, L- So�2Y1SD ✓1 , Notary Public, here insert name and title of the officer) personally appeared V 1 tG 2 5�'1 p t) (� n who proved to me on the basis of satisfactory evidence to be the person whose name(4 is/ e subscribed to the within instrument, and acknowledged to me that he/ e/� executed the same in hisX/� authorized capacity94, and that by his�it r signature(4n the instrument the person{, or the entity upon behalf of which the person acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signaturoc�n State of Califorpia ) County of fZ enc 0, On It 1W5 i Q069 , before me, Y ORE S N Commission • 1617616 QMV Nowy Public - Celftrnis 1111"" de County res Oct 1 4, 2012 name andItitle of the (seal) Notary Public, personally appeared H. kt:)-Q-Kt�}a..er2 , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 1 882/015610-0043 806095 63 at 1/09/09 -3- EeComnwslon # 1697796 Nwrny Public • CaslaMc Riverside County MyConm. Explres O6, 210 ©Gt (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 113 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 806095.6 a11/09 EXHIBIT "A" 806095.63 al 1/09/09 NATIONS TITLE COMPANY REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager CA --TV Ex1 DOC # 2010-0135156 03/25/2010 08:00p Fee:NC Page 1 of 4 Recorded in official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111111111111111111111111111111111111111111 S R U I PAGE I SIZE I DA •MISC LONG RFD COPY M A L 1 465 1 426 PCOR NCOR SMF CH EXAM T: CTY UNI PARTIAL TERMINATION OF AMENDED AND RESTATED OPTION AGREEMENT 05J This PARTIAL TERMINATION OF AMENDED ANI), R�ESTAT D OPTION AGREEMENT ("Partial Termination") is made and entered into this day of 2009 ("Effective Date"), by and between SANTA ROSA DEVELOPMENT, INC., a California corporation ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Developer is the owner of those certain real property located at 47-775 Dancing Butterfly in the City of La Quinta, County of Riverside, State of California, which real property is more particularly described in Exhibit "A" hereto (the "Property"). B. On or about July 21, 2004, the Developer and Agency executed the Amended and Restated Option Agreement, which was recorded against the Property, on October 29, 2004, in the Official Records of the County of Riverside, as Instrument No. 2004-0862178. C. Developer and Agency now mutually desire to terminate the Amended and Restated Option Agreement with respect to the Property. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof, and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Amended and Restated Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2004-0862178, is hereby terminated with respect to the Property. 2. Notwithstanding the foregoing, nothing herein is intended to or does terminate the Amended and Restated Option Agreement with respect to any other real property owned by the Developer that is encumbered by the Amended and Restated Option Agreement, or any 882/015610-0043 806095.64 a12/11/09 covenants, conditions, or restrictions contained in any other instrument recorded against the Property, all of which shall survive the recordation of this Partial Termination. 3. This Partial Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Partial Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Partial Termination as of the date first above written. "AGENCY" - LA QUINTA REDEVELOPMENT �AGCYAgency") 11 2009 BDate: �� g� Executive Director ATTEST: Agency Sec etary APPROVED AS TO FORM: RUTN,ANn &T�UCCKER, LLP Attorneys for the La Quinta Redevelopment Agency "DEVELOPER" SANTA ROSA DEVELOPMENT, INC., a California corporation l!� Date: �yz ' 2009 By: Michael Shovlin Its: President 882/015610-0043 806095.64 a12111/09 -2- State of California ) County of Rweaa4o--) On before me, Notary Public, � nn ere ins rt name and t le of the lcer) rn��p personally appeared c i'• & VtfYtie �- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California ) County of id PHYLLIS MMILEY Commission M 1697196 Nobly Public - CaINOINO 2we"M county olufComm elvr„oa lazo>I (seal) On — La - aoI D before me, L-!5p<-,y1r1 t5oh , Notary Public, � (her ;ng name and title of the officer) ��/ personally appeared 1 t t t 6)(xe-t 7 � o y I t•n , who proved to me on the basis of satisfactory evidence to be the person(a) whose name(,O is/are- subscribed to the within instrument, and acknowledged to me that he/she It executed the same in hisUxef/Jheir authorized capacity(ieg), and that by his/jwr/tol airsignature, <on the instrument the personJ<or the entity upon behalf of which the person,(,sfacted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 882/015610-0043 806095.64 al2/11/09 -3- L.SORENSON� Commission r 1817616 I Notary Public - California z 111"nilde County > QMV Comm. Expires Oct 14. 2012 (seal) EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property located in the City of La Quinta, County of Riverside, State of California, and further identified as: LOT 97 OF TRACT NO. 31311, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 368 OF MAPS, PAGES 21 THROUGH 25, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY--- — - -- — — -- EXCEPT THEREFROM ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD 882/015610-0043 806095.64 a12/11/09 EXHIBIT "A"