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2011 Habitat for Humanity of the Coachella Valley, Inc. - Amendment No. 2AMENDMENT NO.2 TO AFFORDABLE HOUSING AGREEMENT by and between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, �I HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. a California nonprofit public benefit corporation 882/015610-0046 2233639.2 a07/28/11 AMENDMENT NO. 2 TO AFFORDABLE HOUSING AGREEMENT This AMENDMENT NO. 2 TO AFFORDABLE HOUSING AGREEMENT ("Amendment") is entered into as of August 3 2011 (the "Effective Date"), by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation (the "Developer"). RECITALS: A. On August 23, 2010, the Agency and the Developer entered into an Affordable Housing Agreement (the "Original Agreement"), pursuant to which the Agency agreed to provide financial assistance to the Developer for the Developer's development and sale of two single-family homes within La Quinta Project Area No. 1 ("Home 1 and Home 2") to income - qualified households at a sales price affordable to such households. B. On or about February 1, 2011, the Agency and Developer entered into that certain Amendment No. I to Affordable Housing Agreement ("Amendment No. 1"), pursuant to which the Agency agreed to provide additional financial assistance to the Developer for the Developer's development and sale of five (5) additional single-family homes within La Quinta Project Area No. 1 during the five-year period commencing on July 1, 2013, and ending on June 30, 2018. The Original Agreement, as modified by Amendment No. 1, is hereinafter referred to as the "Agreement." All capitalized terms not specifically defined herein shall have the meanings ascribed thereto in the Agreement. C. In completing Home 1 and Home 2, Developer incurred costs in excess of the Agency Financial Assistance provided to Developer pursuant to the Original Agreement, and Developer and Agency now wish to provide for an increase in the Agency Financial Assistance in the amount of Five Thousand One Hundred Dollars ($5,100) to cover such excess costs. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agency and Developer hereby agree as follows: 1. The Agreement is hereby amended to increase the amount of the Agency Financial Assistance for the development of Home 1 and Home 2 by Five Thousand One Hundred Dollars ($5,100) (the "Additional Home 1 and Home 2 Agency Financial Assistance"). 2. The Additional Home 1 and Home 2 Agency Financial Assistance will be funded from the Agency's Low and Moderate Income Housing Fund. Subject to Section 3 below, the Additional Home 1 and Home 2 Agency Financial Assistance will be disbursed to Developer in accordance with the disbursement provisions in Article II of the Original Agreement. 3. Prior to, and as a condition to Agency's disbursement of the Additional Home 1 and Home 2 Agency Financial Assistance, Developer shall be obligated to execute and deliver to Agency (i) a replacement promissory note substantially in the form attached hereto and 882/015610-0046 2233639.2 a07/28/1I incorporated herein as Exhibit "A" (the "Replacement Promissory Note"); (ii) a modification to the Deed of Trust substantially in the form attached hereto and incorporated herein as Exhibit "B" ("Modification to Deed of Trust"), and (iii) an amendment to the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions substantially in the form attached hereto and incorporated herein as Exhibit "C" ("Amendment No. 1 to Declaration"). 4. Upon Developer's sale of Home 1 (53220 Avenida Alvarado) to an Eligible Household, and the Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, Two Thousand Nine Hundred Dollars ($2,900) of the Additional Home 1 and Home 2 Agency Financial Assistance (in addition to fifty percent (50%) of the Agency Financial Assistance disbursed to Developer pursuant to the Original Agreement) shall be credited to Developer and deemed transferred to the Eligible Household purchasing Home 1. Upon Developer's sale of Home 2 (53240 Avenida Alvarado) to an Eligible Household, and the Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, Two Thousand Two Hundred Dollars ($2,200) of the Additional Home 1 and Home 2 Agency Financial Assistance (in addition to fifty percent (50%) of the Agency Financial Assistance disbursed to Developer pursuant to the Original Agreement) shall be credited to Developer and deemed transferred to the Eligible Household purchasing Home 2. 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 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. 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. 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. 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. 882/015610-0046 2233639.2 a07/28/11 -2- IN WITNESS WHEREOF, the Agency and the Developer have signed this Amendment No. 2 on the respective dates set forth below. LA QUINTA REDEVELOPMENT AGENCY, /n� a publiUO orporate an/dd !i i Dated: (it f404T 3i 701 By: �rca /, Thomas P. Genovese, ATTEST: SIn4'r/h- N" Veronica J. Monte ' o, CMC Agency Secretary APPROVED AS TO FORM: RUTAN & TU CER LLP Aatherine Jens , Agency Counsel Dated: -7/ z V 2 0 V Dated: Executive Director HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit ublic benef o or / TIZI"�i tTg0(kT Its: ���5 j�-2/c�i�- By. / t KLE JALERIE A Its: 882/015610-0046 2233639.2 a07/28/11 -4- EXHIBIT "A" REPLACEMENT PROMISSORY NOTE [See following document] 882/015610-0046 2233639.2 a07/28/11 REPLACEMENT PROMISSORY NOTE $180,040 La Quinta, California FOR VALUE RECEIVED, HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation ("Borrower") promises to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") at 78-495 Calle Tampico, La Quinta, California 92253, or at such other address as Agency may direct from time to time in writing, the sum of One Hundred Eighty Thousand Forty Dollars ($180,040) (the "Note Amount"), plus accrued interest (if applicable), and other charges owing hereunder, or such lesser amount which shall from time to time be owing hereunder pursuant to the terms of this Note. Reference is made to: (a) That certain Affordable Housing Agreement between Borrower and Agency dated August 23, 2010, as may be amended from time to time ("Original AHA"), which sets forth terms and conditions for Borrower's redevelopment of that certain real property located in the City of La Quinta, County of Riverside, State of California, more particularly described in the Original AHA as the "Site." (b) That certain Amendment No. 1 to Affordable Housing Agreement between Borrower and Agency dated February 1, 2011 ("Amendment No. 1"), which provides for Borrower's redevelopment of additional real property located, or to be located, in the City of La Quinta, County of Riverside, State of California. (c) That certain Amendment No. 2 to Affordable Housing Agreement between Borrower and Agency dated August 3, 2011 ("Amendment No. 2"), which provides for Agency's provision of additional financial assistance to cover certain excess costs incurred by Developer in developing the Site. The Original AHA, as amended by Amendment No. 1 and Amendment No. 2, is hereinafter referred to as the "AHA." All terms not otherwise defined herein shall have the meanings given in the AHA. (d) That certain Promissory Note executed by Borrower on August 18, 2010, that evidences Borrower's repayment obligations for the Agency Financial Assistance provided to Borrower by Agency pursuant to the Original AHA (the "Original Note"). (e) That certain Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions between Agency and Borrower, recorded against the Site in the Office of the Riverside County Recorder (the "Official Records") on August 30, 2010, as Instrument No. 2010- 0414647 ("Original Declaration"). 882/015610-0046 2233639.2 a07/28/11 (f) That certain Amendment No. 1 to Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions between Agency and Borrower, recorded against the Site in the Official Records on or about the date hereof ("Amendment No. 1 to Declaration"). The Original Declaration, as modified by Amendment No. 1 to Declaration, is hereinafter referred to as the "Declaration.") (g) That certain Deed of Trust securing the Original Note executed by Borrower in favor of Agency, recorded against the Site in the Official Records on August 30, 2010, as Instrument No. 2010-0414646 ("Original Deed of Trust"). (h) That certain Modification to Deed of Trust executed by Borrower in favor of Agency, recorded against the Site in the Official Records on or about the date hereof ("Modification to Deed of Trust"). The Original Deed of Trust, as modified by the Modification, is hereinafter referred to as the "Deed of Trust." The AHA, Declaration, and Deed of Trust are collectively referred to herein as the "Agency Agreements." The Agency Agreements are incorporated herein as though set forth in full. 1. Replacement of Original Note. This Replacement Note replaces, in its entirety, the Original Note. 2. Note Amount; Interest. (a) Note Amount. The principal amount of Agency's loan to Borrower is One Hundred Eighty Thousand Forty Dollars ($180,040) ("Note Amount"). The Note Amount represents the financial assistance provided by Agency to Borrower to enable Borrower to develop the Project on the Site. (b) Interest. Subject to Section 4 below, no interest shall accrue on the outstanding principal Note Amount. 3. Term of Note; Repayment. Repayment of the Loan Amount shall be as follows: (a) Subject to the provisions of Section 4 herein, which provide for acceleration of the then outstanding principal and accrued interest and immediate payment thereof in the event of a default by Borrower, Borrower shall not be required to make any payments of principal or interest on this Note until such time as Borrower sells a Home to an Eligible Household. Upon Borrower's sale of Home 1 to an Eligible Household at an Affordable Sales Price and the Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, the Note Amount shall be reduced by Ninety Thousand Three Hundred Seventy Dollars ($90,370). Upon Borrower's sale of Home 2 to an Eligible Household at an Affordable Sales Price and the Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, the Note Amount shall be reduced by Eighty -Nine Thousand Six Hundred Seventy Dollars ($89,670). Upon the occurrence of either of such sale and corresponding reduction in the Note Amount, the amount by which the Note Amount is reduced 882/015610-0046 2233639.2 a07/28/11 -2- shall be deemed transferred to the applicable Eligible Household, in the form of a first trust deed loan. Upon Borrower's sale of the last Home in the Project to an Eligible Household at an Affordable Sales Price and said Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, this Note shall be automatically cancelled, as evidenced by Agency's return to Borrower of the original of this Note marked "cancelled," and the Deed of Trust shall no longer secure the obligations hereunder. (b) Borrower shall have the right to prepay all or any portion of this Note at any time without penalty. (c) Any payments made by Borrower in payment of this Note shall be applied in the following order: (i) first to the interest then accrued and due on the unpaid principal balance under this Note, (ii) second to reduction of the principal balance of this Note. 4. Default and Cross -Default. Borrower shall be deemed in default of this Note in the event Borrower (a) fails to timely make a payment required by this Note within ten (10) days following the due date of any payment due hereunder; or (b) Borrower is in material default of any of the covenants, terms, or provisions of this Note, or any of the Agency Agreements, and Borrower fails to timely cure such default under the terms of the applicable agreement, it being understood and agreed by Borrower that a default of any of the Agency Agreements (beyond any applicable cure period) shall be a default of this Note. In the event of a default, all portions of the Note Amount that have been disbursed to Borrower and all accrued interest thereon shall become immediately due and payable. The rate of interest applicable to periods of default for the defaults set forth in this Paragraph 4 shall be calculated at the lesser of ten percent (10%) per annum or the maximum legal rate, and shall accrue as of the date such payment was originally due. 5. Collection Costs; Attorneys' Fees. If the Note Amount becomes due and is not paid, Borrower shall pay all costs of collection, including, but not limited to, attorneys' fees, and all expenses incurred in connection with the protection or realization of the collateral securing the payment hereof or enforcement of any guarantee, incurred by Agency on account of such collection, whether or not suit is filed hereon. 6. Waiver of Presentment, Etc. Borrower and all endorsers, guarantors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note and any and all other notices or matters of a like nature, and consent to any and all renewals and extensions near the time of payment hereof and agree further that at any time and from time to time without notice, the terms of payment herein may be modified or the security described in any documents securing this Note released in whole or in part, or increased, changed or exchanged by agreement between Agency and any owner of the premises affected by said documents securing this Note, without in any way affecting the liability of any party to this Note or any persons liable or to become liable with respect to any indebtedness evidenced hereby. 7. Severability; Governing Law; Amendment. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or 882/015610-0046 2233639.2 a07/28/11 -3- circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. This Note has been executed and delivered by Borrower in the State of California and is to be governed and construed in accordance with the internal laws thereof. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed, or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Borrower and Agency. 8. No Waiver by Agency. No waiver of any breach, default, or failure of condition under the terms of this Replacement Note or the Deed of Trust or the obligations secured thereby shall be implied from any failure of Agency to take, or any delay be implied from any failure by Agency in taking action with respect to such breach, default, or failure from any prior waiver of any similar or unrelated breach, default, or failure. 9. Usury. Notwithstanding any provision in this Replacement Note, the Deed of Trust, or other document securing same, the total liability for payment of any interest shall not exceed the limit imposed by applicable laws of the State of California. 10. Non -Recourse Obligation. In the event of any default under the terms of this Replacement Note or any of the Agency Agreements, the sole recourse of Agency for any and all such defaults shall be by judicial foreclosure or by the exercise of the trustee's power of sale, and Borrower and its partners shall not be personally liable for the payment of this Replacement Note or for the payment of any deficiency established after judicial foreclosure or trustee's sale; provided, however, that the foregoing shall not in any way affect any rights Agency may have (as a secured party or otherwise) hereunder or under any of the Agency Agreements to recover directly from Borrower any amounts secured by the Deed of Trust, or any funds, damages or costs (including without limitation reasonable attorneys' fees and costs) incurred by Agency as a result of fraud, intentional misrepresentation, or bad faith waste, and any costs and expenses incurred by Agency in connection therewith (including without limitation reasonable attorneys' fees and costs). 11. Assignment. Borrower may not transfer or assign this Replacement Note without the express written consent of Agency, which may be given or withheld in Agency's sole and absolute discretion. Agency may transfer or assign Agency's interest in this Replacement Note. 12. Counterparts. This Replacement Note may be executed in counterparts, each of which, when this Replacement Note has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. [End of Replacement Note — Signature page follows] 882/015610-0046 2233639.2 a07/28/11 -4- Dated: "Borrower" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit pyblic benefit In auY Dated: Its: By: g4ERi6 VAN WjNkt-E Its: "Agency" LA QUINTA REDEVELOPMENT AGENCY, n . ' a pub ' bo y corporate p is Dated: (�11� 3 r r B) :. �'1iliD� Executive Director ATTEST: In Q Agency Secretary APPROVED AS RUTAN & TiUQ 882/015610-0046 2233639.2 a0728/I1 -5- EXHIBIT "A" TO ATTACHMENT NO. 3 DISBURSEMENT RECORD Disbursement Amount Date Acknowledgment of Receipt of Borrower 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 882/015610-0046 2233639.2.07/28/11 EXHIBIT `B" MODIFICATION TO DEED OF TRUST [See following document] 882/015610-0046 22336392.0728/11 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:) La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: Executive Director (Space Above for Recorder's Use) Exempt from Recordation Fee per Gov. Code § 27383 MODIFICATION OF DEED OF TRUST This MODIFICATION OF DEED OF TRUST ("Modification") is dated as of August .3 , 2011, and made by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency" or "Beneficiary"), and HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. ("Trustor"). RECITALS A. Trustor, as "Trustor," executed that certain Deed of Trust With Assignment of Rents dated September 15, 1992, in favor of First American Title Company, as Trustee, and Beneficiary, as the beneficiary thereunder, recorded on August 30, 2010, as Instrument No. 2010-0414646, in the Official Records of Riverside County, California ("Deed of Trust"), pursuant to which they granted to the Trustee, for the benefit of Beneficiary, certain real property more particularly described in the Deed of Trust ("Property"). B. Trustor and Beneficiary now desire to amend the Deed of Trust as more particularly described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Modification to Deed of Trust. The Deed of Trust is hereby modified as follows: a. To replace the clause (a) of the second paragraph on page 1, in its entirety, with the following: (a) payment of the sum of One Hundred Eighty Thousand Forty Dollars (`Mote Amount"), with interest thereon according to the terms of a promissory note or notes of even date herewith made to Trustor, payable to order of Beneficiary, and modifications, extensions or renewals thereof ("Note"). b. No Other Modification. Except as expressly modified by this Modification, the Deed of Trust shall remain unmodified and in full force and effect. 882/015610-0046 2233639 2 a07/29/1 I ' 1' C. Counterparts. This Modification may be executed in counterparts, each of which, when this Modification has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Modification as of the date set forth above. ATTEST: I�w _ ' / , �% V r " lit 9 — Agency Secretary APPROVED AS TO FORM: RUT —AN & T E LLP gen y Counsel "Beneficiary" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Executive Director "Trustor" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation By: Its: SCCke l-Ryt 887/015610-0046 2233639 2 0708/11 -2- EXHIBIT "C" AMENDMENT NO. 1 TO DECLARATION [See following document] 882/015610-0046 2233639.2 aW /38/11 ' I - 1' AUG 30(UI1 iJ RECORDING REQU T i,AykND 1 WHEN RECORDED MAIL TO-_ --- La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: Executive Director DOC # 2011-0364931 08/18/2011 22:22P Fee:NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder IIIIII IIIIIII III IIIIII IIIIII IIIII IIIII III IIIII IIII IIII S. R U PAGE SIZE DA MISC I LONG RFD COPY M A I L 466 426 PCOR NCOR SM#NHG � Ory T: CT Exempt from Recordation Fee per Gov. Code § 27383 AMENDMENT NO. 1 TO AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS �62 This AMENDMENT NO. 1 TO AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS (this "Amendment No. 1") is made by and between HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation (the "Developer") and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency") as of the 3 1*4 day of August, 2011. RECITALS A. Developer and Agency are parties to that certain Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions dated August 23, 2010, and recorded in the Official Records of the County of Riverside on August 30, 2010, as Instrument No. 2010- 0414647 (the "Declaration"). Unless otherwise defined herein, terms used in this Amendment No. 1 shall have the meanings ascribed thereto in the Declaration. B. The Declaration was executed pursuant to an Affordable Housing Agreement entered into by and between Developer and Agency and dated August 23, 2010, which was later amended by that certain Amendment No. 1 to Affordable Housing Agreement dated February 1, 2011 (as amended, the "Original AHA"). The Original AHA provides for Developer's construction on the real property encumbered by the Declaration of an affordable housing project referred to in the Declaration as the "Project". C. Pursuant to the Original AHA, (i) the Agency agreed to provide Developer with a loan in the amount of One Hundred Seventy -Four Thousand Nine Hundred Forty Dollars ($174,940) (the "Original Agency Loan Amount") to construct the Project, and (ii) upon the Developer's sale of each Home to an Eligible Household at an Affordable Sales Price and said Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, fifty percent (50%) of the outstanding principle balance of the Original Agency Loan Amount was to be credited to the Developer and deemed transferred to said Eligible Household, in the form of a first trust deed loan. 882/015610-0046 2233639.2 a07/28/1I -1- D. On or about August 3 , 2011, Agency and Developer entered into that certain Amendment No. 2 to Affordable Housing Agreement ("Amendment No. 2 to AHA"), pursuant to which Agency agreed to increase the amount of the Agency's financial assistance to Developer by Five Thousand One Hundred Dollars ($5,100) (the "Additional Agency Financial Assistance"). E. Agency and Developer now wish to amend the Declaration to provide that, upon the transfer of the two Homes to Eligible Households, the Additional Agency Financial —Assistance shall be credited to the Developer and transferred to said Eligible Households, all as more fully described herein. 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 Agency and Developer hereby agree as follows: 1. The Declaration is hereby amended as follows: A. As used in this Amendment No. 1 and in the Declaration, the tern "Agency Loan" shall mean and refer to the sum of the Original Agency Loan Amount and the Additional Agency Financial Assistance. B. Upon Developer's sale of the Home to be constructed at 53220 Avenida Alvarado to an Eligible Household at an Affordable Sales Price and the Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, Ninety Thousand Three Hundred Seventy Dollars ($90,370) of the Agency Loan shall be credited to the Developer and deemed transferred to said Eligible Household, in the form of a first trust deed loan. Upon Developer's sale of the Home to be constructed at 53240 Avenida Alvarado to an Eligible Household at an Affordable Sales Price and the Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, Eighty -Nine Thousand Six Hundred Seventy Dollars ($89,670) of the Agency Loan shall be credited to the Developer and deemed transferred to said Eligible Household, in the form of a first trust deed loan. As used in the Declaration, the term "Homebuyer Loan" shall refer to the portion of the Agency Loan transferred to the Eligible Buyer in question pursuant to this paragraph. 2. In the event of any action between Agency and Developer seeking enforcement of any of the terns 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. 3. This Amendment No. 1 shall be construed according to its fair meaning and as if prepared by both parties hereto. 4. 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. 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 882/015610-0046 2233639.2 a07/28/11 -2- 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. 5. Time is of the essence of this Amendment No. 1 and of each and every term and provision hereof. 6. 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. 7. 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. 8. 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. 9. 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. [End — Signature page follows] 882/015610-0046 2233639.2 a0728/11 IN WITNESS WHEREOF, the Agency and Developer have caused this instrument to be executed on their behalf of their respective officers hereunto duly authorized as of the date set forth above. Dated 3 2011 ATTEST: �/� �, , 0^ - kZ , r "7"i7�" ' Agency Secretary APPROVED AS TO FORM RUTAN & T C R, LLP -- o eys for the La Q inta Redevelol0ent Agency Dated %/ 2 , 2011 Dated 7174 2011 "Agency" LA QUINTA REDEVELOPMENT AGENCY, a pu ' bo y, corpo��nd tic B:/ Its: Executive Director THOMAs GE9ov/E5E "Developer" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation By: ATRIC 5WAB-f0ouT Its: SAL'CF-ig VAf4 W(NKLE Its: C/ZETi9� 882/015610-0046 2233639.2.07/28/11 -4- State of California ) 1 County of Riverside ) On August 3, 2011, before me, SUSAN MAYSELS, Notary Public, personally appeared THOMAS P. GENOVESE who 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. I certify under PENALTY OF PE California that the foregoing parag WITNESS my hand and official seal. Signature DOCUMENT: AMENDMENT NO. 1 TO AFFORDABI DECLARATION OF COVENANTS, CC between LQ Redevelopment Agency Coachella Valley, Inc. RY under the laws of the State of is true and correct. SUSAN MAYSELS comm.018W79 Nor RLSTM 0 0amiu0=Affl 213 (seal) HOUSING AGREEMENT AND IDITIONS AND RESTRICTIONS nd Habitat for Humanity of the State of California County of Riverside On %o�d° �� ,before me, P AM n►e-+0 , II"- (insert Pnao o2e CNotary Public, personally appeared rt o �cer) IV/0.r�l�kl 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. PAMELA RIETO Commbsion a 1""" No"PuMk • CWDMIS Signature RWerside Cm" My Comm. Expires May 2, 2016 (Seal) 8821015610-0046 2233639.2 aOM8/11 -6- PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: VERONICA J. MONTECINO, City Clerk AND WHEN RECORDED MAIL TO: CITY OF LA QUINTA Attn: CITY CLERK DEPT P O Box 1504 La Quinta, CA 92247 SPACE A. CORRECTED - MODIFICATION OF DEED OF TRUST Dated August 3, 2011 between La Quinta Redevelopment Agency 030 and Habitat for Humanity of the Coachella Valley, Inc. DOC # 2011-0436168 20/03/2011 10:58A Fee:NC Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111 RE E 111111111111111111111111111 S R I U I PAGE SIZE I DA I MISC I LONG RFD I COPY IOR M A I L 1 465 1 426 1 P NCOR SMF CHG l/I`,XAM VJ T: CTY UNI THIS DOCUMENT IS BEING SUBMITTED FOR RE-RECORDING TO INCLUDE THE MISSING ACKNOWLEDGMENTS FOR SIGNATORS FOR HABITAT FOR HUMANITY OF THE COACHELLA VALLEY INC. Title of Document THIS AREA FOR RECORDERS USE ONLY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION Exempt Recording Fees per Government Code Sections 6103 and 27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: . La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: Secretary/City Clerk (Space Above for Recorder's Use) Exempt from Recordation Fee per Gov. Code § 27383 MODIFICATION OF DEED OF TRUST This MODIFICATION OF DEED OF TRUST ("Modification') is dated as of August 3, 201.1, and made by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency" or "Beneficiary"), and HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. ("Trustor"). RECITALS A. Trustor, as "Trustor," executed that certain Deed of Trust With Assignment of Rents dated September 15, 1992, in favor of First American Title Company, as Trustee, and Beneficiary, as the beneficiary thereunder, recorded on August 30, 2010, as Instrument No. 2010-0414646, in the Official Records of Riverside County, California ("Deed of Trust'), pursuant to which they granted to the Trustee, for the benefit of Beneficiary, certain real property more particularly described in the Deed of Trust ("Property"). B. Trustor and Beneficiary now desire to amend the Deed of Trust as more particularly described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Modification to Deed of Trust. The Deed of Trust is hereby modified as follows: a. To replace the clause (a) of the second paragraph on page 1, in its entirety, with the following: (a) payment of the sum of One Hundred Eighty Thousand Forty Dollars ("Note Amount'), with interest thereon according to the terms of a promissory note or notes of even date herewith made to Truster, payable to order of Beneficiary, and modifications, extensions or renewals thereof ("Note"). b. No Other Modification. Except as expressly modified by this Modification, the Deed of Trust shall remain unmodified and in full force and effect. C. Counter arts. This Modification may be executed in counterparts, each of which, when this Modification has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Modification as of the date set forth above. ATTEST: Agency Secretary N& AS TO FORM: sel "Beneficiary" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Bv: SIGNED IN COUNTERPART Thomas P. Genovese, Executive Director even date herewith made to Trustor, payable to order of Beneficiary, and modifications, extensions or renewals thereof ("Note"). b. No Other Modification. Except as expressly modified by this Modification, the Deed of Trust shall remain unmodified and in full force and effect. C. Counterparts. This Modification may be executed in counterparts, each of which, when this Modification has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Modification as of the date set forth above. "Beneficiary" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and Politic By: Thomas P. Genovese, Executive Director A TTCQT. APPROVED AS TO FORM: RUTAN & TUCKER, LLP SIGNED IN COUNTERPART Agency Counsel "Trustor" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit ublic ben it corngvelion By: ----� Patrick Swarth�o�ut�, �Pr/esident By. Valerie Van Winkle, Secretary STATE OF CALIFORNIA ) CITY OF LA QUINTA ) COUNTY OF RIVERSIDE ) On September 2, 2011 before me, Pamela Nieto, Notary Public, personally appeared Thomas P. Genovese, 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 (>>�eX� F"_ DOCUMENT: Pa1MELA NIM CommN., 11934M Nobly PoWk - California Niwnldo County Comm. Ex Tres May 2, 2015 MODIFICATION OF DEED OF TRUST dated August 3, 2011 between LQ RDA and Habitat for Humanity of the Coachella Valley, Inc. State of California 1 County of Riverside 6 On 09 31 2011, before me NVJAPa\) • B-Mwv\ , Notary Public, personally appeared PATRICK SWARTHOUT who 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. 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 Sig State of California ) County of Riverside ) cial seal. MICHAELJ.BROWN COMM. 0 185,305 NOTARY PUBUC• CAUFORNIA RIVERSIDE COUNTY r" My Commucoion EzDireo dung 25, 2013�/�duno 25, 2013 (seal) a \ On 00 %,Zl 201 1, before me lrV LtAAP.4,(J . �Yb.Jv` , Notary Public, personally appeared VALERIE VAN WINKLE who 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 she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 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, Jt:MM. !fs iS:i V:!05 'v'+ IJOTARI'PUBLlC•CAUFTY " ]� i9NERSIU� COc' µ Oc . m Sian Esnirt�s 1 J um, 25,2;,"i3 (seal) DOCUMENT: MODIFICATION OF DEED OF TRUST between LO RDA and Habitat for Humanity of the Coachella Valley, Inc. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:) La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: Executive Director DOC # 2011-0364932 08/18/2011 12:22P Fee:NC L��� Page 1 of 2 1z,,." VO Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder NlIII !lIIII! III IIlII! IIIIlI full !IlII III !IIlI IIII IIII UNI T: CTY Exempt from Recordation Fee per Gov. Code § 27383 MODIFICATION OF DEED OF TRUST This MODIFICATION OF DEED OF TRUST ("Modification") is dated as of August 32011, and made by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency" or "Beneficiary"), and HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. ("Trustor"). RECITALS A. Trustor, as "Trustor," executed that certain Deed of Trust With Assignment of Rents dated September 15, 1992, in favor of First American Title Company, as Trustee, and Beneficiary, as the beneficiary thereunder, recorded on August 30, 2010, as Instrument No. 2010-0414646, in the Official Records of Riverside County, California ("Deed of Trust"), pursuant to which they granted to the Trustee, for the benefit of Beneficiary, certain real property more particularly described in the Deed of Trust ("Property"). B. Trustor and Beneficiary now desire to amend the Deed of Trust as more particularly described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Modification to Deed of Trust. The Deed of Trust is hereby modified as follows: a. To replace the clause (a) of the second paragraph on page 1, in its entirety, with the following: (a) payment of the sum of One Hundred Eighty Thousand Forty Dollars ("Note Amount"), with interest thereon according to the terms of a promissory note or notes of even date herewith made to Trustor, payable to order of Beneficiary, and modifications, extensions or renewals thereof ("Note"). b. No Other Modification_. Except as expressly modified by this Modification, the Deed of Trust shall remain unmodified and in full force and effect. 882/015610-0046 2233639 2 a07/28/1 I C. Counterparts. This Modification may be executed in counterparts, each of which, when this Modification has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Modification as of the date set forth above. "Beneficiary" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Executive Director 7TH oMAS P &CPI6465 E ATTEST: Agency Secretary APPROVED AS TO FORM: RUT,AN & T ER LLP gen y Counsel "Trustor" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation IC Its: By: V -- VALCIVE Its: Src/Ze ray 882/015610-0046 2233639 2 a07/28/11 -2-