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2010 Habitat for Humanity of the Coachella Valley, Inc. - Affordable HousingAFFORDABLE HOUSING AGREEMENT by and between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, and HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC. a California nonprofit public benefit corporation 882/015610-0046 1106784.02 a07/29/ 10 TABLE OF CONTENTS Pave SUBJECT OF AGREEMENT... A. Purpose of Agreement.... B. The Redevelopment Plan C. The Site .......................... D. Parties to the Agreement.......................................................................................2 E. Representations by the Developer........................................................................3 H. AGENCY FINANCIAL ASSISTANCE..........................................................................4 A. Amount and Purpose of Assistance......................................................................4 B. Conditions Precedent to the Agency Funding of the Agency Financial Assistance.............................................................................................................4 C. Disbursement Procedure.......................................................................................5 D. Buyer Affordable Housing Documents................................................................5 E. Source of Funds....................................................................................................6 111. DEVELOPMENT OF THE PROJECT............................................................................6 A. Scope of Development..........................................................................................6 B. Site Plan................................................................................................................6 C. Review and Approval of Plans, Drawings, and Related Documents....................7 D. Cost of Development............................................................................................7 E. Construction Schedule..........................................................................................8 F. Indemnity.............................................................................................................. 8 G. Insurance Requirements........................................................................................8 H. City and Other Governmental Agency Permits .................................................. 10 1. Rights of Access.................................................................................................10 J. Local, State and Federal Laws............................................................................10 K. Anti-Discrimination............................................................................................12 L. Taxes and Assessments.......................................................................................12 M. Right of the Agency to Satisfy Other Liens on the Site(s).................................12 N. Release of Construction Covenants.................................................................... 12 IV. USE OF THE SITE.........................................................................................................13 A. Affordable Housing............................................................................................13 B. Uses In Accordance with Redevelopment Plan..................................................17 C. Nondiscrimination...............................................................................................17 D. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction......................................................................18 E. Maintenance of the Site...................................................................................... 19 V. DEFAULTS AND REMEDIES.....................................................................................19 A. Defaults -- General.............................................................................................. 19 B. Legal Actions...................................................................................................... 19 C. Rights and Remedies Are Cumulative................................................................20 882/0156[0-0046 1106784.02 a07/29/10 -1- Page D. Inaction Not a Waiver of Default........................................................................20 E. Termination by the Agency................................................................................20 F. Attorneys' Fees...................................................................................................21 VI. GENERAL PROVISIONS.............................................................................................21 A. Notices, Demands and Communications Between Parties.................................21 B. Conflicts of Interest.............................................................................................21 C. Enforced Delay; Extension of Times of Performance........................................22 D. Non -Liability of Officials and Employees of the Agency and the Developer............................................................................................................22 E. Agency Approvals and Actions..........................................................................22 F. Counterparts........................................................................................................23 G. Entire Agreement................................................................................................23 H. Waivers...............................................................................................................23 I. Severability.........................................................................................................23 J. Successors and Assigns.......................................................................................23 K. Reasonableness...................................................................................................23 L. Calculation of Time Periods...............................................................................23 982/015610-0046 1106784.02 a07/29/ 10 Attachment No. 1 Attachment No. 2 Attachment No. 3 Attachment No. 4 Attachment No. 5 Attachment No. 6 Attachment No. 7 Attachment No. 8 882/015610-0046 1106784.02 a07/29/10 ATTACHMENTS Scope of Development Schedule of Performance Promissory Note Deed of Trust Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions Release of Construction Covenants Notice of Affordability Restrictions on Transfer of Property Sources and Uses of Funds AFFORDABLE HOUSING AGREEMENT This AFFORDABLE HOUSING AGREEMENT ("Agreement") is entered into as of ��- �-- j-01,0 , 2010 (the "Effective Date'), by and between LAQUINTA 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"). The Agency and the Developer (collectively referred to as the "Parties") hereby agree as follows: I. SUBJECT OF AGREEMENT A. Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan for the La Quinta Redevelopment Project No. I (the "Redevelopment Plan" or "Project Area," as applicable) by providing for the improvement of that certain real property situated within the Project Area (the "Site"). by assisting in the financing of the construction on each of the two parcels comprising the Site of a single-family home (collectively, the "Homes"), and the long-term maintenance of the Homes at affordable housing cost for very -low and low-income households (the "Project'), all as more fully described in this Agreement. 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 development of the Site and the occupancy of the Homes by 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 Area has been established. B. The Redevelopment Plan The Redevelopment Plan was approved and adopted by Ordinance No. 43 of the City Council of the City of La Quinta on November 29, 1983 and amended by Ordinance No. 258 on December 20, 1994 and Ordinance No. 264 on March 7, 1995; said ordinances and the Redevelopment Plan, as amended, are incorporated herein by reference. C. The Site The "Site" shall consist of two parcels of real property within the Project Area in the City of La Quinta, County of Riverside (each, a "Parcel"). The Site is owned in fee by the Developer. A maximum of one (1) detached, single-family home will be developed on each Parcel in accordance with the "Scope of Development' and by the times set forth in the "Schedule of Performance," which are attached hereto as Attachment No. I and Attachment No. 2, respectively, and incorporated herein by this reference. The Site is legally described in Exhibit "A" to the Deed of Trust attached hereto and incorporated herein as Attachment No. 4 (the "Deed of Trust"). 882/015610-0046 1106784.02 a07/29/10 Any material change, as reasonably determined by the Agency, in the Scope of Development (Attachment No. 1) or in the approved site plan which affects the size, quality, or type of development proposed for the Site shall require the prior written approval of the Agency, which approval may be contingent upon the review and renegotiation of all of the economic and financial terms of this Agreement and such other matters as the Agency shall deem appropriate. D. Parties to the Agreement 1. The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California, Division 24 of the California Health and Safety Code. 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. The Developer The Developer, Habitat for Humanity of the Coachella Valley, Inc., is a California nonprofit public benefit corporation. The principal office and mailing addresses of the Developer for purposes of this Agreement is P.O. Box 11738, Palm Desert, California 92255. 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 interests as herein provided. 3. Prohibition Against Change in Ownership Management and Control of Developer and Prohibition Against Transfer of the Site or Agreement 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, prior to the Agency's issuance of a Release of Construction Covenants for the Project, 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, the Site, or the Project without the prior written approval of the Agency. A voluntary or involuntary sale or transfer of any interest in the Developer, the Site, or the Project prior to the Agency's issuance of a Release of Construction Covenants for the Project shall be deemed to constitute an assignment or transfer for the purposes of this Section I.D.3, and the written approval of the Agency shall be required prior to 182/015610-0046 _ 1106784 02 a07/29/10 -2 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 be absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site or Project or any interest therein shall not be required in connection with 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 Site, or in connection with the sale of a Home to an "Eligible Household" (as that term is defined in Section IV.A.2 below) consistent with the terns of this Agreement. E. Representations by the Developer The Developer represents and warrants to the Agency as follows: I. 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 could 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 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 could 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. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items I to 5, inclusive. 882/015610-0046 1106784 02.07/29/10 -3- ll. AGENCY FINANCIAL ASSISTANCE A. Amount and Purpose of Assistance Agency shall provide financing in an amount not to exceed One Hundred Seventy -Four Thousand Nine Hundred Forty Dollars ($174,940) for the construction of the Project by Developer (the "Agency Financial Assistance") pursuant to the terms of this Agreement. The Agency Financial Assistance shall be evidenced by a promissory note substantially in the form attached hereto and incorporated herein as Attachment No. 3 (the "Promissory Note"). Repayment of the Promissory Note shall be secured by a deed of trust substantially in the form of the Deed of Trust (Attachment No. 4 ). Upon the Developer's sale of a Home to an Eligible Household, and the Eligible Household's execution of a complete set of "Buyer Affordable Housing Documents" (as that term is defined in Section 11.13 below), fifty percent (50%) of the Agency Financial Assistance that has been disbursed to Developer shall be credited to Developer and deemed transferred to the Eligible Household purchasing said Home. B. Conditions Precedent to the Agency Funding of the Agency Financial Assistance Prior to and as Agency's conditions to funding any portion of the Agency Financial Assistance, the Developer shall complete each of the following by the respective times established therefore in the Schedule of Performance: I. The Developer shall have provided to the Executive Director insurance certificates conforming to Section IILG of this Agreement; 2. The Developer shall have executed and delivered to the Agency the Promissory Note (Attachment No. 3); 3. The Developer shall have executed and delivered to the Agency for recordation the Deed of Trust (Attachment No. 4), the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions concerning the use of and maintenance of the Site (Attachment No. 5), and the Notice of Affordability Restrictions on Transfer of Property (,Attachment No. 7); 4. The Developer shall have provided Agency with evidence that Developer has obtained commitments for all of the financing necessary to develop the Project on the Site; 5. The Developer shall have obtained all entitlements and approvals required to develop the Project on the Site, and shall be ready to pull grading and building permits upon the payment of the fees therefor; and 6. The Developer shall not be in default of this Agreement. The foregoing items numbered 1 to 6, inclusive, together constitute the "Conditions Precedent to the Agency Funding of the Agency Financial Assistance." 982/0156[0-0046 1106784.02 a07/29/10 -4- C. Disbursement Procedure The Agency Financial Assistance shall be provided to Developer to reimburse Developer for costs Developer incurs to construct the Project, provided such costs are described in the Sources and Uses of Funds attached hereto and incorporated herein as Attachment No. 8. To request a disbursement from the Agency, Developer shall submit to Agency itemized statements, with the supporting information outlined below and any other such supporting information as Agency may reasonably require, documenting the expenses incurred by Developer. In connection with any request for a disbursement of Agency Financial Assistance, Developer shall present to Agency's Executive Director or designee the following information: An invoice, contract, or similar documentation verifying the costs incurred by Developer and that the costs were incurred in accordance with the terms of this Agreement and the Sources and Uses of Funds; 2. Appropriate conditional or unconditional lien releases and waivers, including for mechanic's liens, materialman's liens, stop notice claims, and equitable lien claims, with said lien releases and waivers to be in a form reasonably required by Agency's Executive Director and in conformance with the requirements of California Civil Code Section 3262; and 3. Any other documentation or evidence that may be reasonably required by Agency. In the event Agency's Executive Director or designee determines that insufficient supporting documentation has been submitted with the reimbursement request or that the request will not be approved, Agency shall promptly notify Developer and the parties shall promptly meet and confer in good faith in an effort to resolve the dispute. Payment of a disbursement shall be made by Agency to Developer within twenty-one (21) days after Agency has approved a payment request. Notwithstanding the foregoing, Developer shall not request more than one (1) disbursement per calendar month. Notwithstanding anything herein to the contrary, Developer shall diligently pursue potential sources of funding for the Project that are in addition to those set forth in the "Sources" section of the Sources and Uses of Funds (Attachment No. 8). In the event Developer obtains funds or obtains a commitment for funds that are in addition to those set forth in the "Sources" section of the Sources and Uses of Funds (Attachment No. 8), the amount of the Agency Financial Assistance shall be reduced, on a dollar -by -dollar basis, by the amount of such additional funds. D. Buyer Affordable Housing Documents In connection with the purchase of a Home by an Eligible Household, the Eligible Household will be required to execute an affordable housing agreement ("Buyer AHA"), a promissory note ("Buyer Promissory Note"), a deed of trust ("Buyer Deed of Trust"), and a 882/015610-0046 1106784.02 a0729/10 -5- disclosure statement to assure the affordability of the Home to Eligible Households (collectively, the "Buyer Affordable Housing Documents"). The Buyer Affordable Housing Documents shall be in a form approved by Agency Counsel at the time of the sale of the Home to the Eligible Household. Agency shall have the authority to revise the form at a staff level to be current with Fannie Mae, HUD or other government or lender requirements. Basic terms of the Buyer Promissory Note shall include: (i) zero percent interest; (ii) 45-year term; (iii) monthly payments determined to be affordable to such Eligible Household pursuant to the provisions of Health and Safety Code Section 50052.5; (iv) acceleration and repayment in the event of a sale to a nonqualified buyer or at a price that is not deemed to be affordable; (v) assumability by an Eligible Household; and (vi) full credit of the outstanding balance at the end of term if all conditions, covenants and restrictions have been followed. The Agency will assign its rights to receive monthly payment under the Buyer Promissory Note to Developer. E. Source of Funds The Agency Financial Assistance will be 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 of Covenants, Conditions and Restrictions (Attachment No. 5). Ill. DEVELOPMENT OF THE PROJECT A. Scope of Development The Project shall consist of Developer's development of each Parcel on the Site with a Home, each of which shall be a detached, single-family housing unit as provided in the Scope of Development (Attachment No. 1). The Project shall include construction of all on- and off -site public improvements required by the City in connection with the development of the Project. The Developer shall commence and complete construction of the Project on the Site by the respective times established therefore in the Schedule of Performance (Attachment No. 2). The Scope of Development (Attachment No. 1) shall be deemed to include any plans and specifications submitted to the City and/or Agency for approval, and shall incorporate or show compliance with all mitigation measures. B. Site Plan By the time set forth therefor in the Schedule of Performance (Attachment No. 2), the Developer shall prepare and submit to the City for its approval a Site Plan and related documents which conform to requirements of the City and which contain the overall plan for development of the Project 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. 182/015610-0046 1106784.02 a07/29/10 -6- The landscaping and finish grading plans 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 City and the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the City. The staff of City and the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. C. Review and Approval of Plans, Drawings, and Related Documents The Agency and the City shall have the right to conduct all planning for the Project, including plan check, and review of all plans and submissions, 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 and/or requirements. If the Agency or the City determines that such a submittal is not complete or not in accordance with procedures, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No. 2). Developer shall have the right, during the course of construction of the Project, to make "minor field changes," without seeking theapproval of the Agency, if such changes do not affect the type of use to be conducted within all or any portion of a structure. "Minor field changes" shall be defined as those changes from the approved construction drawings, plans and specifications that have no substantial effect on the Project and are made in order to expedite the work of construction in response to field conditions. Notwithstanding the foregoing, however, (i) nothing contained in this Section III.0 shall be deemed to constitute a waiver of or change in any law governing any such "minor field changes" or in any approvals by any governmental entity, including, without limitation, the City and/or Agency, otherwise required for any such "minor field changes," and (ii) any changes that the City Building Department would, in their reasonable discretion, consider material and/or wish to review, shall not constitute "minor field changes." If the Developer desires to make any material changes in the construction plans after their approval by the Agency and/or the City, the Developer shall submit the proposed change to the Agency and the City for their approval. If the construction plans, as modified by the proposed change, conform to the requirements of this Section II1.0 and the Scope of Development (Attachment No. 1), the Agency and the City will approve the proposed change and notify the Developer in writing within thirty (30) days after submission to the Agency and the City. D. Cost of Development With the exception of the Agency Financial Assistance Agency has agreed to provide Developer hereunder, all costs for planning, designing, and constructing the Project shall be borne exclusively by the Developer. The Developer shall also bear all costs related to 892/015610-0046 1106/84.02 a07/29/10 -7- discharging the duties of the Developer set forth in this Agreement. The Developer assumes the responsibility to construct, and shall let contracts for or cause to be constructed, all off -site public improvements developed pursuant to this Agreement, substantially in conformity with procedures used by the Agency when competitive bidding is deemed to be required. The Developer shall be responsible for all fees associated with development of the Project, including, but not limited to, school facilities fees, park fees, and impact fees. E. Construction Schedule The Developer shall commence and complete the Project by the respective times established therefore in the Schedule of Performance (Attachment No. 2). F. Indemnity Commencing with the Effective Date hereof and ending on the date Developer sells the last Home, Developer shall defend, assume all responsibility for and hold the Agency and the City, and their respective officers, officials, members, agents, representatives, and employees, harmless 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 the activities or performance of Developer or any of Developer's employees, agents, representatives, contractors, or subcontractors under this Agreement, whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer additionally agrees to and shall defend, assume all responsibility for and hold the Agency and the City and their respective officers, officials, members, employees, representatives, and agents harmless from any and all liability or responsibility for damage, costs losses, or suit arising in any manner from the approval of this Agreement or the development and activities conducted pursuant to this Agreement. This obligation and indemnification shall constitute a covenant running with the land throughout the life of the Redevelopment Plan. G. Insurance Requirements 1. Commencing with the Effective Date, and ending on the date Developer sells the last Home, 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) A policy of commercial general liability insurance written on a per occurrence basis in an amount not less than: One Million Dollars ($1,000,000) per occurrence for all covered losses and Two Million Dollars ($2,000,000.00) general aggregate, as shall protect the Developer, the City, and the Agency from claims for such damage. (b) 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 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. 8821015610-0046 1106784.02 a0729/10 �g- (c) A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than, for bodily injury, One Million Dollars ($1,000,000.00) per person and One Million Dollars ($1,000,000.00) per occurrence, and property damage liability limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate. Said policy shall include coverage for Developer's owned, non -owned, leased, and hired cars. 2. Commencing on the date Developer commences construction of the Project and continuing until Developer completes construction of the Project, as evidenced by Agency's issuance of a Release of Construction Covenants, the Developer shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to the Agency's Executive Director, Builder's Risk (course of construction) insurance coverage in an amount equal to the full cost of the hard construction costs of the Project. Such insurance shall cover, at a minimum: all work, materials, and equipment to be incorporated into the Project; the Project during construction; the completed Project until such time as the City issues a final certificate of occupancy for the Project, and storage and transportation risks. Such insurance shall protect/insure the interests of Developer/owner and all of Developer's contractor(s), and subcontractors, as each of their interests may appear. If such insurance includes an exclusion for "design error," such exclusion shall only be for the object or portion which failed. Agency shall be a loss payee under such policy or policies and such insurance shall contain a replacement cost endorsement. The following additional requirements shall apply to all of the above policies of insurance: (a) All of the above policies of insurance shall be primary insurance and noncontributing with any policy or coverage maintained or obtained by the Agency, and an appropriate endorsement shall so state. (b) Developer shall endorse the third party general liability coverage required herein to include as additional insureds the Agency, City, and their respective officers, officials, members, employees, agents, and representatives, using standard ISO endorsement No. CG 2010 with an edition date of 1985, or equivalent and to provide evidence of such endorsement to Agency. Developer shall require all contractors, subcontractors, and anyone else involved in any way with the Project to provide a similar endorsement. (c) The insurer shall waive all rights of subrogation and contribution it may have against Agency, City, and their respective officers, officials, members, employees, agents, and representatives, and their respective insurers. (d) 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, Developer shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Agency's Executive Director. In the alternative, Developer may show proof of a certificate of consent to self -insure issued by the Director of the Department of Industrial Relations according to California Labor Code Section 3800. 88M15610-0046 1106784.02 a07/29/ 10 -9- (e) Within thirty (30) days after the Effective Date and prior to Agency's provision of any of the Agency Financial Assistance to Developer, 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 Agency's Executive Director. (0 The policies of insurance required by this Agreement shall be satisfactory only if issued by companies legally 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 Agency's Executive Director due to unique circumstances. (g) The policies of insurance required by this Agreement shall not require Developer to meet a deductible of more than Ten Thousand Dollars ($10,000) unless approved in writing by Agency's Executive Director in his or her sole and absolute discretion. (h) Developer agrees that the provisions of this Section III.G shall not be construed as limiting in any way the extent to which Developer may be held responsible for the payment of damages to any persons or property resulting from Developer's activities or the activities of any person or persons for which Developer is otherwise responsible. H. City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or in connection with any off -site improvement, the Developer shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by or with jurisdiction over such construction, development or work. Developer shall pay all necessary fees and timely submit to the City final drawings with final corrections to obtain building permits; the Agency will, without obligation to incur liability or expense therefor, use its reasonable efforts to expedite issuance of building permits and certificates of occupancy for construction that meets the requirements of the La Quinta Municipal Code. I. Rights of Access For purposes 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 construction of the Project, 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 IILI. J. Local. State and Federal Laws Developer shall carry out the construction of the Project in conformity with all applicable laws, regulations, and rules of the governmental agencies having jurisdiction, including without 882/015610-0046 1106784.02 a07/29/ 10 -10- limitation the City zoning and development standards, including, without limitation, building, plumbing, mechanical and electrical codes, and all other provisions of the La Quinta Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., the Unruh Civil Rights Act, Civil Code Section 51, et seq., and the California Building Standards Code, Health and Safety Code Section 18900, et seq., and all federal, state, and local labor laws and regulations, including, without limitation, if applicable, the requirements to pay prevailing wages under federal law (the Davis Bacon Act, 40 U.S.C. Section 3141, et seq., and the regulations promulgated thereunder set forth at 29 CFR Part I (collectively, "Davis Bacon")) and California law (Labor Code Section 1720, et seq.). The parties acknowledge that a financing structure utilizing certain federal and/or state funding sources and financing scenarios may trigger compliance with applicable state and federal prevailing wage laws and regulations. Developer shall be solely responsible, expressly or impliedly, and legally and financially, for determining and effectuating compliance with all applicable federal, state and local public works requirements, prevailing wage laws, and labor laws and standards, and Agency makes no representation, either legally and/or financially, as to the applicability or non -applicability of any federal, state and local laws to the Project, either onsite or offsite. Developer expressly, knowingly and voluntarily acknowledges and agrees that neither Agency nor City have previously represented to Developer or to any representative, agent or affiliate of Developer, or its contractor or any subcontractor(s) for the construction or development of the Project, in writing or otherwise, in a call for bids or otherwise, that the work and construction undertaken pursuant to this Agreement is (or is not) a "public work," as defined in Section 1720 of the Labor Code or under Davis Bacon. Developer knowingly and voluntarily agrees that Developer shall have the obligation to provide any and all disclosures or identifications as required by Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, or any other similar law or regulation. In addition to any other Developer indemnifications of Agency set forth in this Agreement, Developer shall indemnify, protect, pay for, defend (with legal counsel reasonably acceptable to Agency and City) and hold harmless the Agency and the City and their respective officers, employees, and agents, from and against any and all loss, liability, damage, claim, cost, expense and/or "increased costs' (including reasonable attorneys fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Project, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from any of the following: (i) the noncompliance by Developer with any applicable local, state and/or federal law or regulation, including, without limitation, any applicable federal and/or state labor laws or regulations (including, without limitation, if applicable, the requirement to pay state and/or federal prevailing wages); (ii) the implementation of Section 1781 of the Labor Code and/or of Davis Bacon, as the same may be amended from time to time, or any other similar law or regulation; and/or (iii) failure by Developer to provide any required disclosure or identification as required by Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, or any other similar law or regulation. It is agreed by the parties that, in connection with the development and construction (as defined by applicable law or regulation) of the Project, including, without limitation, any and all public works (as defined by applicable law 882/015610-0046 1106784 02 a07/29/ 10 or regulation), Developer shall bear all risks of payment or non-payment of prevailing wages under applicable federal, state and local law or regulation and/or the implementation of Labor Code Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, and/or any other similar law or regulation. "Increased costs," as used in this Section III.J, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Project by Developer. K. Anti -Discrimination Pursuant to Section 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 on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code. L. Taxes and Assessments Developer shall pay prior to delinquency all real estate taxes and assessments on the Site so long as the Developer retains any interest thereon. Prior to the Developer's conveyance of a Home to an Eligible Household, the Developer shall remove or have removed any levy or attachment made on the underlying Parcel or any part thereof during its ownership, or assure the satisfaction thereof within a reasonable time but in any event prior to said sale or transfer. 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. M. Right of the Agency to Satisfy Other Liens on the Site(s) At any time prior to the completion of construction, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than forty-five (45) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance available to the Developer in respect thereto. N. Release of Construction Covenants Promptly after Developer's completion of construction 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 Release of Construction Covenants (substantially in the form attached hereto as Attachment No. 6) which evidences and determines the satisfactory completion of construction of the Project, pursuant to the provisions and covenants specified in this Agreement, the Redevelopment Plan and the California Community Redevelopment Law. 882/015610-0046 1106784.02.07/29/10 -12- The issuance and recordation of a Release of Construction Covenants (Attachment No. 6) 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. If the Agency refuses or fails to furnish a Release of Construction Covenants after written request from the Developer, the Agency shall, within forty-five (45) days of the written request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish such Release of Construction Covenants. Upon issuance of a Release of Construction Covenants (Attachment No. 6), construction of the Project shall be deemed to have been completed in conformity with this Agreement. The Release of Construction Covenants (Attachment No. 6) is not a notice of completion as referred to in Section 3093 of the California Civil Code. The issuance of a Release of Construction Covenants shall not affect the continued effectiveness of the Deed of Trust (Attachment No. 4) and/or the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions (Attachment No. 5) recorded pursuant to this Agreement. ►9t>t;fy we] 01:IINI11t A. Affordable Housing 1. General The Developer covenants that the Homes shall be subject to affordability requirements that provide for the Homes to be owned and occupied by Eligible Households for a period of forty-five (45) years, commencing with the initial sale of each Home to an Eligible Household. 2. Definitions (a) `Affordable Sales Price" shall be that sales price which would result in an annual "Monthly Housing Cost" (as defined below) that does not exceed the maximum percentage of income that can be devoted to housing costs by an Eligible Household under California law. As of the date of this Agreement, the Affordable Sales Price is a purchase price that would result in an annual Monthly Housing Cost that does not exceed the product of thirty percent (30%) times fifty percent (50%) of the Riverside County area median income adjusted for family size appropriate for the Home, all as more particularly set forth in Section 50052.5 of the California Health and Safety Code. (b) "Affordability Period" shall be, for each Home, forty-five (45) years from the date Developer transfers the Home to an Eligible Household. (c) "Eligible Household" shall mean a person or family who meets the income qualifications for either a "lower income household" or a "very low income household," adjusted for family size, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50079.5 or 50105, respectively. 882/015610-0046 1106784.02 a07/29/10 -13- (d) "Proposed Transferee" shall mean a person or family determined to be an Eligible Household to whom the Developer or any successor Owner desires and proposes to Transfer a Home. (e) "Monthly Housing Cost" of an Eligible Household purchasing a Home shall include all of the following associated with the Home, estimated or known as of the date of their proposed sale of the Home: (i) Principal and interest on a mortgage loan including any rehabilitation loans, and any loan insurance fees associated therewith. property improvements. (ii) Property taxes and assessments. (iii) Fire and Casualty insurance covering replacement value of (iv) Any homeowner association fees. Monthly Housing Cost of a purchaser shall be an average of estimated costs for the next twelve (12) months. (f) "Transfer" shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in a Home. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy to a party who does not meet the definition of Eligible Household; (ii) a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of the Home; or (v) any voluntary conveyance of the Home. Transfer shall not include transfer to a spouse in a dissolution proceeding; however any subsequent Transfer shall be subject to this restriction. Initial Sale of Homes to Eligible Households No later than ninety (90) days after completion of the Project, Developer shall sell and transfer title to each Home to an Eligible Household at an Affordable Sales Price in accordance with the procedures set forth in this Section IV.A.3; provided, however, that if Developer has located an Eligible Household that wishes to purchase a Home from Developer, but said Eligible Household has not yet satisfied all of Developer's program requirements, Developer shall not be in default of this Section IV.A.3 if (i) Developer has entered into a lease agreement with said Eligible Household (an `Interim Lease"); (ii) the term of the Interim Lease is not longer than one (1) year; (iii) during the term of the Interim Lease Developer and the Eligible Household are diligently proceeding with the satisfaction by the Eligible Household of all of Developer's program requirements and the Eligible Household's purchase of the Home; and (iv) prior to, or concurrent with the expiration of the term of the Interim Lease, Developer and the Eligible Household complete the sale and transfer of title of the Home to the Eligible Household. The procedures for the subsequent sale of Homes by the Eligible Households shall be as set forth in the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions (Attachment No. 5). 882/015610-0046 1106784 02 a07!29/ 10 -14- Upon the sale of a Home to an Eligible Household and the Eligible Household's execution of a complete set of Buyer Affordable Housing Documents, the Agency and Developer shall cause the balance of the Promissory Note for the Agency Financial Assistance to be reduced by fifty percent (50%). Thus, upon completion of the Project and sale of the two (2) Homes to Eligible Households (and the Eligible Households' execution of a complete set of Buyer Affordable Housing Documents), the balance of the Promissory Note for the Agency Financial Assistance will be $0.00 (Zero and no/100 Dollars). (a) Conditions to Transfer. Developer shall not transfer title to any Home unless all of the following conditions are satisfied: (a) a certificate of occupancy has been issued by the City building department for the Home; (b) Developer has obtained all approvals required of the California Department of Real Estate; (c) Developer has determined and Agency has confirmed the proposed buyer of the Home is an Eligible Household; (d) Developer has determined and Agency has confirmed the purchase price for the Home is an Affordable Sales Price; (e) Developer has determined that the Proposed Transferee intends to occupy the Home as its principal residence; and (f) all other conditions and approvals required for the transfer shall have been satisfied or obtained. (b) Market Homes. Commencing as of the Effective Date, Developer shall market the Homes to Eligible Households and shall establish a list of Eligible Households. (c) Preference. To the extent permitted by law, Developer shall give a preference in offering a Home to potential Eligible Households (who are eligible economically and otherwise, including eligibility under Developer's selection criteria) who are eligible for preference pursuant to Health & Safety Code Section 33411.3, or successor statute. Developer shall use its best efforts to market the Homes to individuals currently residing or working within the City of La Quinta. Subject to the immediately preceding sentence, should multiple buyers be equally eligible for a Home, Developer shall offer the Home on a first -come, first served basis or a lottery system established by Developer and approved by Agency. (d) Determining Eligible Household Status. Prior to the sale of a Home, Developer shall notify Agency in writing of the proposed transfer and the identity of the Proposed Transferee. Developer shall not Transfer the Home until such time as Agency has determined that the conditions set forth in Section IV.A.3(a) of this Agreement have been satisfied, including the requirement that the Proposed transferee qualify as an Eligible Household. Developer shall be responsible to determine whether a Proposed Transferee is an Eligible Household. In order to verify the buyer's status as an Eligible Household, Developer shall obtain the identity of the Proposed Transferee and adequate information evidencing the income of the Proposed Transferee and the Proposed Transferee's status as an Eligible Household. Said information shall be obtained not less than thirty (30) days prior to the proposed transfer and shall include original or true copies of pay stubs, income tax records or other financial documents in order that Developer may determine and verify the household income and eligibility of the Proposed Transferee to determine Eligible Household status and whether the Home is available to such buyer at an Affordable Sales Price. Developer shall request any additional information reasonably required to verify the Proposed Transferee's 8821015610-0046 1106784.02 a0729/10 -1 5- Eligible Household status. For each buyer whom Developer has determined constitutes an Eligible Household, Developer shall submit to Agency a completed Request for Verification of Proposed Buyer, substantially in the form attached to the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions as Exhibit "B" (or, if Developer uses forms that contain all of the same information as the Request for Verification of Proposed Buyer, Developer may submit to Agency such forms in lieu thereof). If Developer is unable to verify the Proposed Transferee's income as provided herein, then the Proposed Transferee's income shall be deemed to exceed the maximum allowable income limit for Eligible Household status. For purposes of satisfying the requirement that the Home shall be occupied by an Eligible Household: (a) an individual or family who qualifies as an Eligible Household at the time he or she first takes title to the Home will be deemed an Eligible Household as long as he or she continues to hold title to the Home even though the individual or family subsequently ceases to meet the income or other requirements of an Eligible Household, and (b) when an owner releases title to the Home, the Home will be considered as occupied by an Eligible Household if it is held vacant and available for such occupancy until title is transferred to another Eligible Household, at which time the status of the new owner as an Eligible Household is to be determined. (e) Notice to Agency: The owner of a Home shall send to the Agency (or its successor), at P.O. Box 1504, La Quinta, California 92247, the Request for Verification of Proposed Buyer form fully completed and executed by the owner and the Proposed Transferee. (f) Buyer Affordable Housing Documents. Prior to or at the close of escrow pursuant to which Developer transfers to an Eligible Household title to a Home, Developer shall provide to said Eligible Household a complete set of Buyer Affordable Housing Documents and shall require said Eligible Household to execute the same. The executed Buyer Affordable Housing Documents shall be recorded against the Home at the close of escrow for the Home. (g) Partial Reconveyance of Deed of Trust. Provided that all of the conditions to the transfer of a Home are satisfied, upon the transfer of title to a Home to an Eligible Household, Agency shall partially reconvey the Deed of Trust as to that Home. (h) Delivery of Documents. Upon the transfer of title to a Home to an Eligible Household, Developer shall provide Agency with a certified copy of the recorded documents (including the Buyer Affordable Housing Documents), a copy of the final sales contract, settlement statement, escrow instructions, and any other documents which the Agency may request. (i) Developer's Continuing Obligations to Qualify Proposed Buyers. Developer acknowledges that Agency has entered into this Agreement with the expectation that Developer shall affirmatively manage and ensure the continued affordability of each of the Homes during the term of the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions (Attachment No. 5), whether or not Developer owns any portion of the Site. In furtherance thereof, Developer shall be responsible to actively assist any owner of a Home to locate, and resell the Home to, an Eligible Household. Such assistance shall include, but not be limited to. Developer's repurchase from the owner and resale to another Eligible Household, of the Home and completing and submitting to Agency all documentation required 982/015610-0046 1106784.02 a07/29/10 -1 6- under the of Conditions, Covenants and Restrictions for the transfer of a Home, and performing all tasks necessary to qualify proposed buyers, all as more fully described in the of Conditions, Covenants and Restrictions. B. Uses In Accordance with Redevelopment Plan 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 assigns, shall devote the Site to the uses specified in the Redevelopment Plan, the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions (Attachment No. 5) and this Agreement for the periods of time specified in the applicable document. The foregoing covenants shall run with the land. C. Nondiscrimination Nondiscrimination Covenants 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Developer, 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 Site, or any part thereof. The foregoing covenants shall run with the land. 2. Nondiscrimination Clauses in Agreements Developer agrees for itself and any successor in interest that Developer shall refrain from restricting the rental, sale, or lease of any portion of the Site, or contracts relating to the Site, on the basis of race, color, creed, religion, sex, marital status, 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: (i) 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy 892/015610-0046 1106784.02 ao7n9/10 -1 7- of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (ii) 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: "That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, 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." (iii) In contracts pertaining to the realty: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any 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 premises herein conveyed. The foregoing covenants shall run with the land." The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site, together with any property acquired by the Developer pursuant to this Agreement, or any part thereof. The covenants against discrimination shall remain in effect in perpetuity. D. 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. This Agreement and the covenants herein shall run in favor of the Agency, without regard to technical classification or designation, and 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, 882/015610-0046 _ 1 g_ 1106784. 02.07/29/10 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. E. 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 Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions (Attachment No. 5), and shall keep the Site free from any accumulation of debris or waste materials. The Developer shall also maintain the landscaping required to be planted under the Scope of Development (Attachment No. I) in a healthy and attractive condition. If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. Upon the close of escrow transferring title to a Home from Developer to an Eligible Household, the Developer's obligations under this Section VI.E with respect to such Home and Parcel shall be assumed by the Eligible Household of such Home. This covenant shall run with the land and shall remain in effect for the term of the Redevelopment Plan. V. DEFAULTS AND REMEDIES A. Defaults -- General Subject to the extensions of time set forth in Section VI.C, 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. The party claiming a default 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. Legal Actions Institution of Legal Actions In addition to any other rights or remedies and subject to the notice and cure provisions in Section V.A, either party may institute legal action to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any default or to obtain any other remedy consistent with the purpose of this Agreement. Agency shall also have the right to pursue damages for Developer's defaults. Notwithstanding the foregoing, however, in no event shall Developer be entitled to damages of any kind from Agency, including damages for economic loss, lost profits, or any other losses or consequential damages of any kind. Such legal 882/015610-0046 - 19- 1106/84.02 a07/29/10 actions must be instituted in the Superior Court of the County of Riverside, State of California or in the Federal District Court in the Central District of California. 2. Applicable Law The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflict of law principles. 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 outside the State of California or in such other manner as may be provided by law. C. 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. 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. Termination by the Agency In the event that prior to the Agency funding any portion of the Agency Financial Assistance: (a) The Developer (or any successor in interest) assigns or attempts to assign this Agreement or any rights herein 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 I.D.3 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, and such default or failure shall not be cured or commenced to be cured within the time set forth in Section V.A hereof, or 882/015610-0046 _20_ 1106784,02.07/29/10 (d) The Developer fails to satisfy the Conditions Precedent to the Agency Funding of the Agency Financial Assistance by the time established therefor in the Schedule of Performance (Attachment No. 2); or (e) The Developer is otherwise in default under this Agreement and such failure is not cured or commenced to be cured within the time set forth in Section V.A; then, at the option of the Agency, upon written notice thereof to the Developer, this Agreement shall be terminated, and thereafter neither party shall have any further rights or liability against the other under this Agreement, except that Developer's indemnification obligations herein shall survive such termination. F. Attorneys' Fees If either party to this Agreement is required to initiate or defend litigation in any way connected with this Agreement, the prevailing party in such litigation, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. If either party to this Agreement is required to initiate or defend litigation with a third party because of the violation of any term or provision of this Agreement by the other party, then the party so litigating shall be entitled to reasonable attorneys' fees from the other party to this Agreement. Attorneys' fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, retaining expert witnesses, taking depositions and discovery, and all other necessary costs incurred with respect to such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. VI. GENERAL PROVISIONS A. Notices Demands and Communications Between Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand, delivered by overnight delivery service that provides a receipt with time and date of delivery, or 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 Sections I.D.1 and I.D.2, 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 VI.A. Any written notice, demand or communication shall be deemed received immediately if delivered by hand or by overnight delivery service, and shall be deemed received on the third (3rd) business day from the date it is postmarked if delivered by registered or certified mail. B. Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any 882/015610-0046 -2 1 1106/84 02 a07/29/ 10 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. 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; 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 any other public or governmental agency or entity (other than the acts or failures to act of the Agency, which shall not excuse performance by the Agency); or any other causes beyond the control or without the default of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding the foregoing portion of this Section VI.C, the Developer is not entitled pursuant to this Section VI.0 to an extension of time to perform because of market conditions, past, present, or future difficulty in obtaining suitable construction financing for the development of the Site or the physical condition or suitability of the Site for the purposes of this Agreement. D. Non -Liability of Officials and Employees of the Agency and the Developer 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. Agency Approvals and Actions Agency shall maintain authority of this Agreement and the authority to implement this Agreement through the Executive Director (or his or her duly authorized representative). The Executive Director shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into certain amendments of this Agreement on behalf of Agency so long as such actions do not materially or substantially change the uses or development permitted on the Site, add to the costs incurred or to be incurred by Agency as specified herein, or decrease the revenues or other compensation to be received by Agency, and such approvals, interpretations, waivers and/or amendments may include extensions of time to perform as set forth in Section VI.C. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board. 882/015610-0046 _�^G. 1106784.02 a07/29/10 F. Counterparts This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart. G. Entire Agreement 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. H. Waivers 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 and signed by the appropriate authorities of the Agency and the Developer. Severability If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Successors and Assigns All of the terms, covenants and conditions of this Agreement shall be binding upon the parties and their permitted successors and assigns K. Reasonableness In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. L. Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean and refer to business days of the Agency. [End of Agreement — Signature Page follows] 882/015610-0046 -23- 1106784,02 a09/29/10 IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. Dated: 49�3/e) APPROVED AS.7TO FORM: 0 Dated: FIj Ff(2c j D Dated: 182/015610-0046 1106784.02 a07/29/10 LA QUINTA REDEVELOPMENT AGENCY, a public bod corporate pglit' By / Executive Director HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation By: By: st^- j ' KA:Q - Its: ST*,,jjW J Wt,�..tr2 ititw�w�+tC By: /� r Its: -24- ATTACHMENT NO. 1 SCOPE OF DEVELOPMENT 1. DEVELOPMENT Developer shall cause the construction and installation of one single family home on each Parcel comprising the Site (the "Homes"). The minimum livable space in the Homes shall be approximately 1,523 square feet, and shall comply with the City's Cove Residential (RC) District (Chapter 9.50). The Homes shall be developed in accordance with a 4-bedroom, 2-bath floor plan and site elevations which have been or which shall have been approved by the City and the Agency. Amenities include a front landscaped/irrigated yard; interior laundry with sink and cabinets; a kitchen that features tile countertop, dishwasher, built-in range, oak cabinetry, and nooks/pantry; tile roof, and concrete block perimeter fencing. The developer shall commence and complete the Project by the respective times established therefor in the Schedule of Performance (Attachment No. 2). II. DEVELOPMENT STANDARDS The following development standards shall apply to the Project: A. Building Setbacks. Minimum building setbacks for building and parking areas shall be as required by the Redevelopment Plan and approved by the Agency, and shall conform to the La Quinta Municipal Code (the "City Code"). B. Building Coverage. The amount of land within the Site covered by buildings shall be as required by the Redevelopment Plan and local zoning. C. Building Height. Buildings shall not exceed the height as may be limited by the Redevelopment Plan and local zoning. D. Landscaping. The Developer shall provide and, until the sale of the Homes maintain, landscaping on the Site. Landscaping shall be subject to approval by the City's Planning Department prior to planting. E. Utilities. Sewer drainage and utility lines, conduits or systems shall not be constructed or maintained above the ground level of the Site. Storm drainage for all hard surfaced areas shall be drained or may be sheet flowed to storm sewers. All non -polluted waste water, such as waste air conditioning water, shall be drained to the storm or sanitary drainage systems as permitted by local codes. ATTACHMENT NO. 1 182/015610-0046 Page 1 of 2 1106784,02 a07/29/10 g F. Building Materials. All exterior walls shall be painted or covered by the Developer with color(s) and materials subject to approval by the City's Community Development Department. In satisfaction of this requirement, the Developer shall submit a color and materials board for approval by the Agency. G. Building Design, The Homes shall be constructed such that the Project shall conform to the La Quinta Municipal Code, and shall be effectively and aesthetically designed. 111. PUBLIC IMPROVEMENTS AND UTILITIES The Developer, at its own cost and expense, shall provide or cause to be provided the public improvements as required by the City pursuant to the usual City building permit requirements for on- and off -site improvements to residential development within the time set forth for the completion of the Project in the Schedule of Performance (Attachment No. 2). IV. AMENDMENTS Any material change, as reasonably determined by the Agency, in this Scope of Development or in the approved site plan which affects the size, quality, or type of development proposed for the Site shall require the written approval of the Agency, which approval may be contingent upon the review and renegotiation of all of the economic and financial terms of this Agreement and such other matters as the Agency shall deem appropriate. It shall be up to the discretion of the Agency Executive Director whether a proposed material change to this Scope of Development requires approval by the Agency Board or whether such change may be approved in writing by the Agency Executive Director. ATTACHMENT NO. 1 882/015610-0046 Page 2 Of 2 1106784.02 a0729I10 g ATTACHMENT NO.2 SCHEDULE OF PERFORMANCE CONSTRUCTION DOCUMENTS AND BUILDING PERMITS Submittal of Site Plan. Developer shall prepare and submit to the Agency the Site Plan for the Project. 2. Execution of Documents. Developer shall execute and deliver to Agency the Promissory Note, Deed of Trust, Notice of Affordability, and Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions. Within thirty (30) days after the Effective Date. Upon the earlier of (i) 20 days after the Effective Date, and (ii) prior to requesting any Agency Financial Assistance from Agency. Submission of Complete Construction Not later than thirty (30) days after Drawings and Landscaping Plan. Developer Agency staff approval of Site Plan. shall submit to the Agency complete Construction (working) Drawings and Landscaping Plan for the Project. 4. Obtaining of Building Permits. Developer Not later than thirty (30) days after shall satisfy all requirements necessary to Agency approval of Complete obtain, and shall obtain, all building and other Construction (working) Drawings and permits needed to commence construction of Landscaping Plan. the Project. 11. CONSTRUCTION PHASE 5. Commencement of Construction. Developer Not later than thirty (30) days after shall commence construction of the Project. Developer obtains building permits. 6. Completion of Construction. Developer shall Within two hundred seventy (270) days complete construction of the Project. after the commencement of construction of the Project. 111. TRANSFER STAGE Sales of Homes. The Homes shall be sold to Within ninety (90) days after City's Eligible Households. issuance of certificate of occupancy. Minor revisions to this Schedule of Performance, including extensions of time up to a maximum, cumulatively, of one hundred eighty (180) days, may be approved in writing by the Agency Executive Director. 11 1106784,02 a0729/10 5610-00 /2 ATTACHMENT NO. 2 11069 ATTACHMENT NO. 3 PROMISSORY NOTE (See following document) 1 402 a0 /2 ATTACHMENT NO. 3 1106784. W a0729/10 PROMISSORY NOTE $174,940 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 Seventy -Four Thousand Nine Hundred Forty Dollars ($174,940) (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) The Affordable Housing Agreement between Borrower and Agency dated 231, 2010, as may be amended from time to time ("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 AHA as the "Site." All terms not otherwise defined herein shall have the meaning given in the AHA: (b) The 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 on or about the date hereof, as may be amended from time to time ("Declaration"). (c) The Deed of Trust securing this Note executed by Borrower in favor of Agency, recorded against the Site in the Office of the Riverside County Recorder on or about the date hereof, as may be amended from time to time ("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. Note Amount; Interest. (a) Note Amount. The principal amount of Agency's loan to Borrower is One Hundred Seventy -Four Thousand Nine Hundred Forty Dollars ($174,940) ("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 3 below, no interest shall accrue on the outstanding principal Note Amount. 2. Term of Note; Repayment. Repayment of the Loan Amount shall be as follows: 882/01561"046 1106784.02 a07/29/ 10 (a) Subject to the provisions of Section 3 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 a Home 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 fifty percent (50%). At such time, the amount by which the Note Amount is reduced shall be deemed transferred to said 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. 3. 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 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 3 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. 4. Collection Costs; Attorneys' FI paid, Borrower shall pay all costs of collection, all expenses incurred in connection with the p the payment hereof or enforcement of any gut collection, whether or not suit is filed hereon. es. If the Note Amount becomes due and is not including, but not limited to, attorneys' fees and otection or realization of the collateral securing ranee, incurred by Agency on account of such 5. 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 882/0156W0 046 _ 1106784,02 a0729/10 -2' 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. 6. 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 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 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. 7. No Waiver by Agency. No waiver of any breach, default, or failure of condition under the terms of this 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. 8. Usury. Notwithstanding any provision in this 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. 9. Non -Recourse Obligation. In the event of any default under the terms of this 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 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). 10. Assignment. Borrower may not transfer or assign this 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 Note. [End of Note — signature page follows] 882/015610-0046 1106784,02 a07/29110 _3_ Dated: �H I m ZO 10 Dated: O / / Y / 2U / U Dated: APPROVED AS TO FORM Xnc N & TU KE , P: Counse "Borrower" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation By: Ste- A Its: S"1�.VEN �', DWI-c/./c.,tcGTVL¢�lvxalL By: Its: 0 "Agency" LA QUINTA REDEVELOPMENT GENCY, a / b dy corporatrz?,� By: ( Z,2� Executive Director 882/015610-0046 u06784,02.07/29/10 -4' ATTACHMENT NO.4 DEED OF TRUST (See following document) 1 4 02 a 0 /2 ATTACHMENT NO. 4 1106984.02 a0'IR9/10 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:) La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: RDA Secretary / City Clerk DEED OF TRUST DOC # 2010-0414646 08/30/2010 08:00A Fee:NC Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111 M 111111111111111111111111111111111101 S R U PAGE SIZE DA I MISC I LONG I RFD I COPY M A L 465 426 PCOR NCOR SMP CHG /EXAM - 80 -IT CTY UNI Exempt from Recordation Fee per Gov. Code § 27383 Y IN This DEED OF TRUST ("Deed of Trust') is made as of the J day of.Au&A5—t 12010, by and among HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation ("Trustor"), whose address is PO Boxlli3$ Phr.M bCSE,k7 , CA`i2_255 ("Truster"), fif5T AMEQtcAnl rix C,3.> •C_AL-WgP IIA CORP. ("Trustee"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate, and politic ("Beneficiary"), whose address is 78-495 Calle Tampico, La Quinta, CA 92253. 1. Grant in Trust. Trustor grants to Trustee in trust, with power of sale and right of entry and possession, that certain property in the City of La Quinta, County of Riverside, State of California, described in Exhibit "A" attached hereto and incorporated herein by reference ("Property"), together with rents, issues and profits thereof. 2. Obligations Secured. Truster makes this grant and assignment for the purpose of securing the following obligations: (a) payment of the sum of One Hundred Seventy -Four Thousand Nine Hundred Forty Dollars ($174,940) (`Note Amount'), with interest thereon according to the terns 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) performance of all obligations of Truster under the Note, the Affordable Housing Agreement between Truster and Beneficiary dated g Z 3 , 2010 ("AHA"), the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions between Truster and Beneficiary, recorded against the Property on or about the date hereof (`Declaration"), this Deed of Trust, and each agreement of Trustor incorporated by reference or contained herein, as such agreements may be amended from time to time (collectively, the "Agency Agreements"); and (c) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. Terms not otherwise defined herein shall have the definitions ascribed thereto in the AHA. 3. Acceleration of Note Amount Upon,Sale, Encumbrance, or Default. To the extent permitted by applicable law, if Trustor shall: (a) directly or indirectly, voluntarily, or involuntarily, sell, assign, transfer, dispose of, alienate, encumber, lease, or agree to sell, assign, transfer, dispose of, alienate, encumber, or lease all or any portion of any interest in the Property (excluding the transfer of the Homes to Eligible Households at an Affordable Sales Price, if done in accordance with the A14A and the Declaration); (b) fail to complete construction of the 882/015610-0046 - 1106784.02 a07/29/10 ' 1' Project, as evidenced by Beneficiary's issuance to Trustor of a Release of Construction Covenants, within nine (9) months following the date Trustor commences construction of the "Project" pursuant to the AHA; or (c) default on any of its obligations set forth in the Note, AHA, Declaration, or this Deed of Trust, Beneficiary, at its option, may declare the entire indebtedness evidenced hereby, including, without limitation, all accrued interest, to be immediately due and payable and collectible then or thereafter as Beneficiary may elect. AN EVENT OF ACCELERATION OR PAYMENT UNDER THE NOTE, WHETHER VOLUNTARY OR DUE TO AN EVENT OF ACCELERATION, SHALL NOT TERMINATE THE AFFORDABLE RESTRICTIONS OR THE FORTY-FIVE YEAR AFFORDABILITY PERIOD SET FORTH IN THE AFFORDABLE HOUSING AGREEMENT. TRUSTOR EXPRESSLY ACKNOWLEDGES THE FOREGOING. Trustor's Initials /8- 4. No Cure. In the event Beneficiary collects and receives any rents under the Deed of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of the default, except if and to the extent the same are sufficient to cure all monetary defaults and no other defaults then exist. 5. Possession Upon Default. Upon the occurrence of and during the continuation of a default, Beneficiary, after having given notice and the applicable cure periods having expired with the default having not been cured (hereinafter, a "default"), may, at its option, without any action on its part being required and without in any way waiving such default, take possession of the Property in accordance with applicable law and have, hold, manage, lease and operate the same, on such terms and for such period of time as Beneficiary may deem proper, and may collect and receive all rents and profits, with full power to make, from time to time, all commercially reasonable alterations, renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply such rents and profits to the payment of (a) the cost of all such alterations, renovations, repairs and replacements, and all costs and expenses incident to taking and retaining possession of the Property, and the management and operation thereof, and keeping the same properly insured; (b) all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment of the Note, and premiums for insurance, with interest on all such items; and (c) the indebtedness secured hereby, together with all costs and attorney's fees, in such order or priority as to any of such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to the contrary notwithstanding. Any amounts received by Beneficiary or its agents in the performance of any acts prohibited by the terms of this assignment, including, but not limited to, any amounts received in connection with any cancellation, modification or amendment of any lease prohibited by the terms of this assignment and any rents and profits received by Trustor after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of the Trustor. Any person receiving any portion of such trust funds shall receive the same in trust for Beneficiary as if such person had actual or constructive notice that such funds were impressed with a trust in accordance therewith. 6. Receiver. In addition to any and all other remedies of Beneficiary set forth under this Deed of Trust or permitted at law or in equity, if a default shall have occurred and not have 882/015610-0046 1106784.02 a07/29/10 _2 been cured within any applicable cure period, Beneficiary, to the extent permitted by law and without regard to the value, adequacy or occupancy of the security for the Note and other sums secured hereby, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Property and to collect all rents and profits and apply the same as the court may direct, and such receiver may be appointed by any court of competent jurisdiction by ex parte application and without notice, notice of hearing being hereby expressly waived. The expenses, including receiver's fees, attorneys' fees, costs and agent's compensation, incurred pursuant to the power herein contained shall be secured by this Deed of Trust. 7. Partial Reconveyances of Deed of Trust. Provided Trustor is not in default of any of the Agency Agreements, upon the initial transfer of title of each Home on the Property by Trustor to an Eligible Household at an Affordable Sales Price in accordance with the ARA, this Deed of Trust shall be partially reconveyed as to that Home. 8. Incorporation of Fictitious Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that, except as provided below, each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Siena 38 187 Alpine 3 130-31 Lake 437 110 Plumes 166 1307 Siskiyou 506 ,762 Arrador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Modem 911 136 San Benito 300 405 Smnislaus Iwo 56 Colusa 323 391 Maria 1949 122 San Bernardino 6213 768 sun. 655 585 Contra Costa 4684 1 Mariposa 90 453 sun Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Motion 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clam 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Ingo 165 672 Nevada 363 94 Shasta 800 633 Kem 3756 69D Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B (identical in all counties, and printed on pages 6 and 7 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by law. Notwithstanding the incorporation herein of subdivision A and Subdivision B of the fictitious deed of trust referenced above (the "Fictitious Deed of Trust"): (a) In the event of a fire or other casualty for which Trustor has procured insurance, if, upon Trustor's receipt of the insurance proceeds thereunder, Trustor will be 882/015610-0046 1106784, 02 a0729/10 -3- i financially, and in all other respects, capable of rebuilding the Project on the Property, as reasonably determined by Beneficiary, Trustor shall be entitled to retain the insurance proceeds for the sole purpose of rebuilding the Project. (b) In the event of a condemnation of any portion of the Property, if, upon Trustor's receipt of the condemnation award in connection therewith, Trustor will be financially, and in all other respects, capable of rebuilding the Project on the Property, as reasonably determined by Beneficiary, Trustor shall be entitled to retain the condemnation award for the sole purpose of rebuilding the Project. (c) Partial reconveyances under this Deed of Trust are permitted. (d) To the extent the provisions set forth in paragraph 5 of Subdivision B of the Fictitious Deed of Trust are inconsistent with the provisions in Section 5 and/or Section 6 in this Rider, the provisions in Section 5 and Section 6 in this Rider shall prevail. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date set forth above. HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit {public benefit corporation Dated: ��ZO ID By: Its: STrz'yE.N S, ► kk L-e.VLI 12 c..s"Y LWL Dated: �I I �� 2 0/ U By: T J Its: �r 882/015610-0046 1106784.02 a07129110 -4- State of California County of Riverside On q/1t /,a.OI O before me, �e ll.Qae �n w t , in�rt name and title of the o) Notary Public, personally appeared 0 h S 4(� V 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. 1 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. CaaNmMon a 1697>'YM CaBbedo �O ,: Signature .Q." y ITS Yh� ITS M0.hial *1l09779 to State of California County of Riverside On g(, t/101010 before me, Q" 6n� � �nsert name and titl�of the officer) V Notary Public, personally appeared \T' + ' n ds� c— �`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 >Ls� 882/015610-0046 1106784 02 a07/29/10 (Seal) P1fY1t161 ANM C6mnPowan 0 16"M Tway FWAC • cowa ilo Evenkte Coady *:*Cum. Dphim0cl 16,201 [W V 0 0 9 M T%,y llls M&#dey 1b97744 EXHIBIT "A" TO DEED OF TRUST LEGAL DESCRIPTION OF PROPERTY Real property in the City of La Quinta, County of Riverside, State of California, described as follows: LOTS 13 AND 14 IN BLOCK 175 OF SANTA CARMELITA AT VALE LA QUINTA, UNIT NO. 18, AS SHOWN BY MAP ON FILE IN BOOK 19 PAGES 30 AND 31 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM ONE -SIXTEENTH OF ALL COAL, OIL, GAS AND OTHER MINERAL DEPOSITS IN SAID LAND, AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED JULY 26, 1934 IN BOOK 182 PAGE 463 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 774-044-012-3 and 774-044-011-2 882/01561M046 110678402.07/29/10 ATTACHMENT NO. 5 AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (See following document) 882/015610-0046 1106784 02.07/29/10 ATTACHMENT NO. 5 a RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: RDA Secretary / City Clerk DOC # 2010-0414647 08/30/2010 08:00R Fee:NC Page 1 of 27 Recorded in official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111111111111111111111111111111111111111111 S R U PAGE I SIZE I DA I MISC I LONG I RFD I COPY I a M A L 465 1 426 1 PCOR NCOR SMF CNCHAEXAM 'V T: C T YJ UNI Exempt from Recordation Fee per Gov. Code § 27383 Q AFFORDABLE HOUSING AGREEMENT AND DECLARATION (V! OF COVENANTS, CONDITIONS AND RESTRICTIONS C30 This AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between HABITAT FOR HUMANITY OF 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 day of AuCyuST 2010. RECITALS A. Developer owns fee title to that certain real property located in the City of La Quinta, County of Riverside, State of California, legally described in the legal description attached hereto as Exhibit "A" ("Property"). The Property is located in Project Area No. 1 (the "Project Area") and is subject to the provisions of the Redevelopment Plan for the Project Area. B. This Declaration is part of a redevelopment project described in that certain Affordable Housing Agreepent (the "AHA"), entered into by and between Developer and Agency on or about 21 23 , 2010, concerning Developer's construction on the Property of two (2) single family detached affordable housing dwelling units (the "Homes"), with each of the Homes restricted for sale to "Eligible Households" at an "Affordable Sales Price" (as those terms are defined in Section 1 herein) (collectively, the "Project"). C. Pursuant to the AHA, and as further described in that certain promissory note attached thereto as Attachment No. 3, the Agency has agreed to provide the Developer with certain financial assistance, in the form of a loan, to construct the Project on the Property (the "Agency Loan"). 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" (as that term is described in Section I hereof), fifty percent (50%) of the outstanding principle balance of the Agency Loan will be credited to the Developer and deemed transferred to said Eligible Household, in the form of a first trust deed loan (each, a "Homebuyer Loan"). 882/015610-0046 1106784.02 a07/29/ 10 -1- D. The AHA is available for public inspection and copying at City Hall, 78495 Calle Tampico, La Quinta, CA 92253. All of the terms, conditions, provisions and covenants of the AHA are incorporated in this Declaration by reference as though written out at length herein and the AHA and this Declaration shall be deemed to constitute a single instrument or document. E. 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 and Safety Code Section 33000, et seq.). Agency desires to increase, improve and preserve affordable housing in the City of La Quinta ("City") and this Declaration is in furtherance of Agency's goal to create long-term affordable housing units. This goal is accomplished through the terms and conditions of this Declaration, which restrict the resale price of the Homes to be developed on the Property to a level that is affordable to Eligible Households for a period of forty-five (45) years. NOW, THEREFORE, THE AGENCY AND THE DEVELOPER AGREE AS FOLLOWS: Definitions. "Adjusted for Family Size Appropriate for the Property" shall mean, for purposes of calculating an Affordable Sales Price, a household of three (3) persons for a two (2) bedroom Home, a household of four (4) persons for a three (3) bedroom Home, and a household of five (5) persons for a four (4) bedroom Home (California Health and Safety Code, Section 50052.5). "Affordability Period" shall be, for each Home, forty-five (45) years from the date'the Home is first transferred to an Eligible Household, as evidenced by the recordation of a Buyer Affordable Housing Agreement by said Eligible Household. "Affordable Sales Price" shall mean a sales price that would result in an annual Monthly Housing Cost that does not exceed the maximum percentage of income that can be devoted to housing cost by Eligible Households under California law. As of the date of this Declaration, the Affordable Sales Price for an Eligible Household means a purchase price that would result in an annual Monthly Housing Cost that is not more than the product of thirty percent (30%) times fifty percent (50%) of the Median Income Adjusted for Family Size Appropriate for the Property, all as more particularly set forth in Section 50052.5 of the California Health and Safety Code. "Agency Deed of Trust" shall mean the Deed of Trust in favor of Agency recorded against the Property on or about the date of recordation of this Declaration, as may be amended from time to time, which secures, among other things, Developer's obligations under this Declaration. "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 Home to assure the affordability of the Home to Eligible Households for the full 45-year term: (i) an affordable housing agreement that prohibits the resale of the Home except to an Eligible Household or to Developer and grants the Developer and Agency an option to purchase the Home ("Option to Purchase") prior to the then -owner's sale to an Eligible Household ("Buyer Affordable Housing 882/015610-0046 1106784 02 a07/29/10 -2- Agreement"); (ii) a promissory note ("Buyer Promissory Note") in the amount of fifty percent (50%) of the Agency Loan; (iii) a deed of trust securing repayment under the Promissory Note ("Buyer Deed of Trust"); and (iv) a disclosure statement acknowledging and consenting to all of the affordability restrictions contained in the aforementioned documents ("Buyer Disclosure Statement"). The Buyer Affordable Housing Documents shall be in a form approved by Agency counsel. "Developer" shall mean Developer and any successor in interest of Developer to the Property. "HCD" shall mean the State of California Department of Housing and Community Development. "Median Income" shall mean the Riverside County area median income adjusted for family size as established by the United States Department of Housing and Urban Development, and as published periodically by HCD. "Monthly Housing Cost" shall include all of the following associated with a Home, estimated or known as of the date of the proposed sale of the Home: (a) principal and interest payments to be paid in the form of loan proceeds; (b) property taxes and assessments; (c) fire and casualty insurance covering replacement value of property improvements; and (d) a reasonable utility allowance. The Monthly Housing Cost of a purchaser shall be an average of estimated costs for the next twelve (12) months. "Owner" shall mean an Eligible Household to whom Developer has conveyed fee title to one of the Homes or any successor in interest to said buyer to all or any portion of the Home. "Project" shall mean the grading of the Site, and the development of the Site with two (2) Homes, and all other on -site and off -site improvements required for development of the Site, as described more fully in the Scope of Development attached to the AHA as Attachment No. 1, with all such improvements to be consistent with the development and building plans and permits to be approved by the Agency and City. In the event of any inconsistency between the description of the Project in this Declaration and the approved plans and permits, the approved plans and permits shall govern. "Proposed Buyer" shall mean a person or family determined to be an Eligible Household to whom the Developer or any successor Owner desires and proposes to Transfer a Home. "Eligible Household" shall mean a household whose annual income does not exceed the qualifying limits under California law for either "lower income households" or "very low income households" as established by HUD, and as published periodically by HCD. "Sales Price" shall mean all sums paid by an Eligible Household to Developer for, or in conjunction with, the acquisition of a Home, including the purchase price designated in any purchase agreement, consideration for personal property and all other costs and fees paid by the Eligible Household, to or for the benefit of the Developer. 882/015610-0046 1106784.02 a07/29/10 -3- "Transfer" shall mean (i) any sale, assignment, or transfer of an interest in a Home, 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 Home, or (ii) any interest evidenced by a land contract. 2. Sale of Homes. Developer agrees that Developer shall sell the Homes to Eligible Households at an Affordable Sales Price and that during the Affordability Period each subsequent resale of a Home by the then -Owner thereof shall be to either an Eligible Household or to Developer, in either case at an Affordable Sales Price. Developer agrees to commence to market each Home at the earliest feasible time, but not later than the commencement of construction of said Home. Developer shall use its best efforts to market the Homes to residents of the City of La Quinta. Escrow for the initial Transfer of a Home by Developer to an Eligible Household shall not close until after issuance of a certificate of occupancy by the City building department for such Home. For purposes of satisfying the requirement that all of the Homes shall be occupied by Eligible Households: (a) an individual or family who qualifies as an Eligible Household at the time he or she first takes title to a Home will be deemed an Eligible Household as long as he or she continues to hold title to such Home even though said buyer subsequently ceases to meet the applicable income requirements, and (b) when an Owner releases title to a Home, such Home will be considered as occupied by an Eligible Household if it is held vacant and available for such occupancy until title is transferred to an Eligible Household, provided Developer is diligently pursuing the transfer of such Home to an Eligible Household. Restrictions on Transfer by Sale of Any Home. a. General. For the duration of the Affordability Period, Developer, for itself and any subsequent Owner of a Home, hereby subjects the Property to certain restrictions and limits the price at which Developer or any Owner of a Home may sell and/or resell the Home and the persons to whom Developer or any Owner of a Home may sell the Home. b. Determination of Affordable Sales Price. DEVELOPER UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE 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 AFFORDABLE SALES PRICE PERMITTED HEREUNDER MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. DEVELOPER FURTHER ACKNOWLEDGES THAT IN SETTING THE SALES PRICE, THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE HOUSEHOLDS AT AN AFFORDABLE SALES PRICE. THE AFFORDABLE SALES PRICE MAY BE LESS THAN THE SALES PRICE OF OTHER SIMILAR PROPERTIES WHICH HAVE NO RESTRICTIONS. Developer's Initials 05 882/015610-0046 1106784.02 a0729/ 10 4- C. Transfer of A Home. Developer may transfer a Home only in strict accordance with the provisions of this Declaration. Specifically, during the Affordability Period, Developer may only transfer a Home to an Eligible Household. Any such transfer may be made only if (i) the sales price for the Home does not exceed an Affordable Sales Price for said Eligible Household; and (ii) the Transfer has previously been approved in writing by the Agency. In order to comply with this Subsection 3(c), Developer must calculate the Affordable Sales Price for the Proposed Buyer of the Home in accordance with the definitions set forth in Section 1 of this Declaration. The Developer shall obtain final written approval from the Agency housing staff on any such calculation. Developer and Agency contemplate that Developer will sell each Home pursuant to a purchase and sale agreement ("Developer Purchase Agreement"), and that in connection with each sale the Proposed Buyer will also be required to execute an affordable housing agreement that imposes resale restrictions (the "Developer AHA). Developer agrees that the Developer AHA shall be recorded subsequent, and remain in a junior position, to each of the Buyer Affordable Housing Documents executed by a Proposed Buyer and recorded against the applicable Home. Developer shall provide to Agency, and obtain Agency's approval of, the forms of the Developer Purchase Agreement, the Developer AHA, and any other document Developer requires to be executed and/or recorded by a Proposed Buyer (collectively, the "Developer Affordable Housing Documents") prior to Developer's use or recordation of any of the same. Developer acknowledges that a violation by an Owner of any of the provisions set forth in any of the Developer Affordable Housing Documents shall constitute a default under the Buyer Affordable Housing Documents entitling the Agency, subject to any express limitations set forth herein, to exercise any of its remedies thereunder. Developer agrees that the only financial consideration the Developer will receive from the Eligible Household to whom Developer sells a the Home is the monthly payments to be made by said Eligible Household under the Buyer Promissory Note executed by the Eligible Household, the payments under which the Agency agrees to assign to Developer after the Eligible Household takes title to the Home. d. Successive Owner's Compliance with this Section. The foregoing provisions will apply to every successive Transfer during the Affordability Period except that in the event of a Transfer for which Developer fails to exercise the Developer's Option to Purchase with respect to the subject Home, 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 Homes. Prior to the Transfer by sale of a Home, Developer shall do all of the following: a. Notice to Agency: Developer shall send to the Agency in care of City of La Quinta (or its successor), at P.O. Box 1504, La Quinta, CA 92247, the form attached hereto 882/015610-0046 1106784.02 a07/29/10 -5- and incorporated herein as Exhibit `B" ("Request for Verification of Proposed Buyer") fully completed and executed by the Developer and the Proposed Buyer; provided, however, that if Developer currently uses forms that contain all of the same information as the Request for Verification of Proposed Buyer, Developer may submit to Agency such forms in lieu of the Request for Verification of Proposed Buyer. b. Qualification of Proposed Buyer. No Transfer shall occur unless and until determination is made based on the Request for Verification of Proposed Buyer that the Proposed Buyer is an Eligible Household who intends to occupy the Home as his/her principal residence. Each Request for Verification of Proposed Buyer shall include a statement by the Proposed Buyer certifying its intent with regard to the occupancy of the Home 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. Developer shall certify pursuant to the Request for Verification of Proposed Buyer the information provided on said request form. Developer shall be entitled to rely on the information on the Request for Verification of Proposed Buyer and attachments thereto in making the determination required by this subsection 4(b) unless the Developer has knowledge of, or a reasonable basis for belief as to, the inaccuracy or falsehood of the Request for Verification of Proposed Buyer. C. Home Sales Price. The Sales Price for the Homes shall not exceed an Affordable Sales Price for the Proposed Buyer. In determining the Affordable Sales Price, the family size of the Proposed Buyer shall be deemed to be 3 persons for each 2 bedroom Home, 4 persons for each 3 bedroom Home, and 5 persons for each 4 bedroom Home. d. Certificates from Developer and Proposed Buyer. With respect to each initial sale of a Home and each subsequent sale effected by or through Developer, Developer shall submit to the Agency, not later than four (4) weeks prior to close of escrow on the sale of the Home, a certificate that (i) the Developer has made the affirmative determinations required by Section 4(b) above and (ii) the Sales Price conforms with Section 4(c) above. The Developer shall concurrently submit to the Agency the Request for Verification 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 Developer. Further, the Developer and Proposed Buyer each shall certify in writing, in a manner acceptable to the Agency, 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 Agency and that all consideration delivered by the Proposed Buyer to Developer has been fully disclosed to the Agency. 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 Agency for its approval of the Transfer, the Agency 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 Developer and its Proposed Buyer. In the event Developer fails to comply with Sections 4(a), 4(b) or 4(c) above, any costs, liabilities or obligations incurred by the Developer 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 Developer and its Proposed Buyer and such parties shall hold the City and the Agency harmless and reimburse their expenses, legal 882/015610-0046 1106784.02 a0 n9/10 -6- fees and costs for any action and City and/or Agency take in enforcing the terms of this Section 4(d). e. Execution of Buyer Affordable Housing Documents. Notwithstanding anything to the contrary in this Declaration, at close of escrow for the initial sale of a Home to an Eligible Household, the 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 Home, (i) the Home must be owner -occupied at all times and cannot be rented or leased; (ii) the Home may only be Transferred to Developer or to an Eligible Household at an Affordable Sales Price, and (iii) the maximum permitted sales price for the Home may be less than fair market value. For each subsequent transfer of a Home to an Eligible Household, said buyer shall execute an assignment and assumption agreement, in a form approved by Agency, expressly assuming all the original buyer's obligations under the Buyer Affordable Housing Documents executed by said original buyer. f. Delivery of Documents. Upon the close of the proposed Transfer, the Developer shall provide the Agency 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 Agency may request. DEVELOPER UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE SALES PRICE 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. DEVELOPER FURTHER ACKNOWLEDGES THAT IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE HOUSEHOLDS AT AN AFFORDABLE SALES PRICE. g. Developer's Option to Purchase. Notwithstanding anything herein to the contrary and as further set forth in the Buyer Affordable Housing Agreement, during the Affordability Period for each Home, commencing on the earlier of the date the then -Owner of a Home has notified Developer and Agency of its desire to sell the Home or the date the then - Owner places the Home for sale ("Option Commencement Date"), and continuing for a period of sixty (60) days after the Option Commencement Date, the Developer shall have an option to purchase the Home from the then -Owner, at an Affordable Sales Price, for the sole purpose of locating an Eligible Household and reselling the Home thereto at an Affordable Sales Price ("Developer's Option to Purchase"). Developer shall be obligated to exercise Developer's Option to Purchase, and shall so exercise by delivery of written notice to the then -Owner and to Agency, and shall conclude the purchase from the Owner and the resale to an Eligible Household within forty-five (45) days after Developer delivers Developer's written notice to Agency and to Owner. Upon Developer's exercise of Developer's Option to Purchase, Developer shall expressly assume, pursuant to an assignment and assumption agreement that has been approved 182/015610-0046 1106784.02 a07/29/10 -7- by the Agency's legal counsel, the Homebuyer Loan provided to the Owner by Agency. Upon Developer's resale of the Home to an Eligible Household at an Affordable Sales Price, the Developer shall transfer the Homebuyer Loan to said Eligible Household. If Developer fails to exercise Developer's Option to Purchase during the time specified herein, then commencing on the expiration of such time period, Agency shall have an option to purchase the Home from the then -Owner, at an Affordable Sales Price, for purposes of locating an Eligible Household and reselling the Home to said buyer ("Agency's Option to Purchase"). Agency shall exercise Agency's Option to Purchase by delivery of written notice to Developer and to the Owner. Agency's Option to Purchase shall continue until such time as the Owner enters into a binding purchase and sale agreement to sell the Home to an Eligible Household. h. Developer's Continuing Obligations to Qualify Proposed Buyers. Developer acknowledges that Agency has entered into the AHA and this Declaration with the expectation that Developer shall affirmatively manage and ensure the continued affordability of each of the Homes during the Affordability Period, whether or not Developer owns any portion of the Property. In furtherance thereof, Developer shall be responsible, during the Affordability Period for each Home, to actively assist any Owner of said Home to locate, and resell the Home to, an Eligible Household. Such assistance shall include, but not be limited to, completing and submitting to Agency all documentation required herein for the transfer of a Home, and performing all tasks necessary to qualify proposed buyers. The covenants contained in this Section 4 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 19 hereof. 5. Nondiscrimination Covenants a. General. 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, nor shall Developer, 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 Site, or any part thereof. The foregoing covenants shall run with the land. b. Nondiscrimination Clauses in Agreements. Developer agrees for itself and any successor in interest that Developer 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, 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: i. 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 892/015610-0046 1106784.02 07/29/10 '8- through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any 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 premises herein conveyed. The foregoing covenants shall run with the land." ii. 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: "That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, 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." iii. In contracts pertaining to the realty: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any 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 premises herein conveyed. The foregoing covenants shall run with the land." 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 Section 5 shall run with the land in perpetuity. 6. Maintenance of Property Developer 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; 882/015610-0046 1106784.02 a07/29/10 -9- (2) no untrimmed hedges; (3) no trees, shrubbery, lawns, and other plant life dying from lack of water or other necessary maintenance; 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. / 882/015610-0046 1106784.02 a07/29/10 _10_ 7. General Use Provisions. a. No Renting Homes. Each Home shall be used as the principal residence of the Home's Owner and for no other purpose. No Owner shall be permitted to rent or lease its Home. Developer shall ensure that the Homes remain owner -occupied. b. Occupancy Standards. A Home may not be occupied by more than the total number of persons allowed pursuant to the general requirements of the United States Department of Housing and Urban Development which as of the date of this Declaration is equal to the total number of bedrooms in the Home multiplied by 2, plus 1 (e.g., a two -bedroom Home would be limited to occupancy by 5 persons and a three -bedroom Home would be limited to occupancy by 7 persons). Each Owner shall, upon demand by Agency or Developer, be required to submit an affidavit of occupancy verifying the Owner's compliance with this Section 7. C. Nuisances. No obnoxious, illegal, or offensive activities shall be carried upon or in any Home, or upon any part of the Property, nor shall anything be done thereon which may be or may become an annoyance or a nuisance to, or which may in any way interfere with the quiet enjoyment by, each of the Owners of his or her respective Home, or which will impair the structural integrity of any building. 8. Annual Reports. On or before August 1 of each year, Developer, at its expense, shall submit to Agency the annual report required pursuant to Health and Safety Code Section 33418, as the same may be amended from time to time, in the form prescribed by Agency, along with such other information as Agency may reasonably require. 9. Property Taxes. Developer and Developer's successors in interest in and to a Home shall not seek exemption from the payment of property taxes and assessments for any portion of the Property or take any other action that would result in any portion of the Property being exempt from the imposition of property taxes and assessments. In addition, in the event any portion of the Property is exempt from the payment of property taxes, Developer shall take all action necessary to cause said portion to be subject to the imposition of property taxes and assessments. Notwithstanding the.forgoing, Developer and Developer's successors in interest in and to each Home shall have the right to appeal such obligation to the City Council of the City of La Quinta. 10. Indemnification. Developer shall defend, indemnify and hold harmless Agency and City and their respective officers, officials, agents, employees, representatives, and volunteers (the "Indemnified Parties") from and against any loss, damage, costs, expenses, liability, claim, or judgment relating in any manner to the Property or Developer's performance under this Declaration, except to the extent caused by the sole negligence or willful misconduct of an Indemnified Party. 882/015610A046 1106784,02 a0729/10 11. Insurance. Developer shall procure and maintain the insurance set forth in the AHA for the times set forth therein. Upon Developer's Transfer of a Home to an Eligible Household, Developer shall require the Eligible Household to procure and maintain an all-risk property insurance policy insuring his or her Home in an amount equal to the full replacement value of the structures located thereon, with no coinsurance penalty provision, in a form, content and with companies approved by Agency. Agency and City shall be a loss payee under such policy or policies and such insurance 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. In no event shall the limits of any policy be considered as limiting the liability of Developer or an Owner, as applicable, hereunder or limiting the indemnity obligation of Developer set forth in Section 10 of this Declaration. 12. Repair of Damage. If any improvements on the Property shall be totally or partially destroyed or rendered wholly or partly uninhabitable by fire or other casualty while under the ownership of Developer, Developer shall promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the improvements to substantially the same condition as the improvements are required to be maintained in pursuant to this Declaration, whether or not the insurance proceeds are sufficient to cover the actual cost of repair, replacement, or restoration, and the Developer shall complete the same as soon as possible thereafter so that the Project can continue to be operated and occupied as an affordable housing project in accordance with this Declaration. In no event shall the repair, replacement, or restoration period exceed six (6) months from the date or the destruction unless Agency's Executive Director, in his or her sole and absolute discretion, approves a longer period of time. 13. Defaults and Remedies. a. Defaults. Failure or delay by any party to perform any term or provision of this Declaration which is not cured within thirty (30) days after receipt of notice from the other party specifying the default (or 5 days with respect to certain defaults regarding inadequate maintenance of the Property described in Section 6) constitutes a default under this Declaration; 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. 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. b. Institution of Legal Actions. In addition to any other rights or remedies, including without limitation Agency's rights under the Agency Deed of Trust, any party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Declaration; provided, 882/015610-0046 1106784.02 a0729nO -12- however, that notwithstanding anything in the foregoing to the contrary, in no event shall Developer be entitled to obtain monetary damages of any kind from Agency, including but not limited to damages for economic loss, lost profits, or any other economic or consequential damages of any kind. Such legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California, or in any other appropriate court in that county. C. Developer's Obligations Secured by Agency Deed of Trust. Until such time as the Agency Deed of Trust is reconveyed in full, Developer's performance of its obligations under this Declaration is secured by the Agency Deed of Trust. The Agency Deed of Trust will be partially conveyed as to each Home upon Developer's initial Transfer of the Home to an Eligible Household in accordance with the AHA. d. Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative, and the exercise by any 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 any other party. 14. 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. 15. 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 to Eligible Households at an Affordable Sales Price. 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. 16. Covenants for Benefit of City and Agency. This Declaration is designed to create equitable servitudes and covenants running with the Property, in accordance with the provisions of Civil Code Section 1468. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of the Agency and the City and their successors and assigns, shall be binding upon Developer, its successors and assigns and successors in interest; and may be enforced by Agency and City and their successors and assigns. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that 882/01561M046. 1106794.02 aO7/29/10 -13- Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by Eligible Households, and by furthering the public purposes for which the Agency was formed. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Agency and City each are deemed a beneficiary of the agreements and covenants provided herein 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 City and such covenants shall run in favor of Agency and City for the entire period during which such covenants shall be in force and effect, without regard to whether Agency or City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by the City and Agency which real property shall be deemed the benefited property of such covenants. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of the Agency and City. Agency and City 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. 17. Developer's Books and Records. Agency, upon reasonable notice to Developer, shall have the right at all reasonable times to inspect the books and records of Developer as pertinent to the purposes of this Declaration. Developer agrees to make any and all financial information regarding the Eligible Households to whom it has sold Homes available to any person or entity performing an audit of the Agency's activities. Developer shall maintain all such financial information for a period of seven (7) years after receipt of the same. 18. Notices. Demands and Communications Written notices, demands and communications between the Developer and the Agency shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same -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: Developer: Habitat for Humanity of the Coachella Valley, Inc. P.O. Box 11738 Palm Desert, CA 92255 Attn: Executive Director copy to: 982/015610-0046 1106784.02 a07/29/t0 -14- Agency: Notices Delivered by U.S. Mail: La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Phone No.: 760-777-7108 Facsimile No.: 760-777-7101 Attention: Executive Director Notices Delivered Personally or by Courier: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Phone No.: 760-777-7108 Facsimile No.: 760-777-7101 Attention: Executive Director 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 upon receipt if delivered by hand, or by same -day or overnight courier, and shall be deemed received on the third (3rd) calendar day from the date it is postmarked if delivered by registered or certified mail. 19. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as to each of the Homes as of forty-five (45) years from the date the Developer first sells the Home to an Eligible Household. 20. Assgnment. a. Assignment by Agency. Agency shall have the right to assign all or part of its interest in this Declaration to a third party for the purpose of ensuring compliance with this Declaration. b. Assignment by Developer. The qualifications and identity of Developer are of particular concern to Agency. It is because of those qualifications and identity that Agency has provided financial assistance to Developer and entered into this AHA and this Declaration with Developer. Accordingly, Developer shall not, whether voluntarily, involuntarily, or by operation of law, and except as permitted in this Section 20.b, undergo any significant change in ownership or assign all or any part of its obligations hereunder, without Agency's prior written approval. Developer shall deliver written notice to Agency requesting approval of any assignment. In considering whether it will grant approval to any assignment by 882/015610-0046 1106784,02 a07/29/10 -15- Developer, Agency shall consider factors such as the proposed assignee's experience and expertise in the operation of similar projects. Agency's approval of an assignment shall be made in Agency's sole and absolute discretion. If Agency approves an assignment, the assignment shall not be effective unless and until the proposed assignee executes and delivers to Agency an agreement in a form satisfactory to Agency's legal counsel assuming the obligations of the assignor which have been assigned. Nothing in this Section 20.b is intended to restrict Developer from transferring a Home to an Eligible Household in accordance with the AHA and this Declaration. 21. Attorneys' Fees and Costs. If any party to this Declaration commences an action against any other party to this Declaration arising out of or in connection with this Declaration, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party. 22. Entire Agreement, Waivers, and Amendments. This Declaration, the AHA, and the agreements attached to the AHA, contain the entire agreement between the parties relating to the subject matter hereof, and supersede all negotiations and previous agreements between the parties with respect to all or part of the subject matter hereof. All waivers of the provisions of this Declaration must be in writing and signed by the appropriate authorities of the party to be charged. A waiver of the breach of the covenants, conditions or obligations under this Declaration by any party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Declaration. Any amendment or modification to this Declaration must be in writing and executed by the appropriate authorities of Agency and (i) Developer to the extent the modification affects the rights or obligations of Developer under this Declaration, (ii) the Association to the extent the modification affects the rights or obligations of the Association under this Declaration, and (iii) any Owners of the Homes whose rights or obligations under this Declaration are affected by the modification. 23. Interpretation; Governing Law. This Declaration shall be construed according to its fair meaning and as if prepared by both of the parties hereto. This Declaration shall be construed in accordance with the internal laws of the State of California. 24. Agency Approvals and Actions. Agency shall maintain authority of this Declaration and the authority to implement this Declaration through the Executive Director (or his or her duly authorized representative). The Executive Director shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into certain amendments of this Declaration on behalf of Agency so long as such actions do not materially or substantially change the uses or development permitted on the Property or add to the costs incurred or to be incurred by Agency. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board. 882/015610-0046 1106794.02 a07/29/10 -16- 25. Third Party Beneficiary. City is an intended third party beneficiary of this Declaration and shall have the right but not the obligation to enforce the provisions hereof. 26. Counterparts This Declaration may be executed in counterparts each of which, when both Developer and Agency have signed this Declaration, shall be deemed an original and shall constitute one and same instrument. [end — signature page follows] 982/015610-0046 1106784.02 a07/29/10 -17- 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. RU N yr UR, LLP 7 /Aoffclrneys for the La Quinta Redevel6pment Agency "AGENCY" LA QUINTA By: REDEVEL/OPME AGENCY, apko , corporat`/p s /: Its: Executive Director "DEVELOPER" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefitcorporation Dated 2010 By: V V Its: SI W � S, 1M�wtrvG, � fLeWw?.et2 Dated / 0 , 2010 By: Its: / �� / AL cs k4le of l- 882/015610-0046 1106784.02 a07/29/10 -18- State of California County of Riverside On �! 1 e 010 before me, , pZ 4 d} 1 y r4�, (ise name and title of th officer) 11 Notary Public, personally appeared ca}o w 3• akb-� , 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. PNvtus MadEY WITNESS my hand and official seal. 1N RWeiYde CouNy WtyComm.oetla�ol Signature (Seal) State of California County of Riverside On 'g/B 19,010 , before me, (inserQname and tidg of thaoff er) Q Notary Public, personally appeared 'qG—A u� 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 cs (Seal) ------------- M4VM NNVIEy CammpYon M 109779A WOtory K"c • CaNIM. RNenue County r 982/015610-0046 —4w1� I11 S Mar, (ey 1106784.02 a07129/10 -19- 1 *A.9-7749 State of California County of Riverside On OS' 2-3• Zola before me. S;USAIJ HAVSELS. No`i�A90 , (insert name and title of the officer) Notary Public, personally appeared I tfa MA5 C7Eh46d . , 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. Signaturewy1 YtiVQ� I,- 18�N�t�q 882/015610-0046 1106784,02.07/29/10 -20- 1rr� t '.S (Seal) SVS4N 1421gels # 124 qV-19 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of La Quinta, County of Riverside, State of California, described as follows: LOTS 13 AND 14 IN BLOCK 175 OF SANTA CARMELITA AT VALE LA QUINTA, UNIT NO. 18, AS SHOWN BY MAP ON FILE IN BOOK 19 PAGES 30 AND 31 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM ONE -SIXTEENTH OF ALL COAL, OIL, GAS AND OTHER MINERAL DEPOSITS IN SAID LAND, AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED JULY 26, 1934 IN BOOK 182 PAGE 463 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY. CALIFORNIA. APN: 774-044-012-3 and 774-044-011-2 182/015610-0046 1106/84 02 a0W29/10 -21- EXHIBIT "B" REQUEST FOR VERIFICATION OF PROPOSED BUYER THIS FORM MUST BE DELIVERED TO THE AGENCY BEFORE PROCEEDING WITH ANY TRANSFER OF A HOME. Date: La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: Project Officer Re: Request for Verification of Proposed Buyer To Whom It May Concern: Habitat for Humanity ("Habitat") desires to transfer the Home located at (the "Property") and by this letter is requesting the Agency to verify that the proposed buyer is a "Eligible Household" (as that term is defined in the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions). 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 (ii) The maximum price which results in an Affordable Sales Price. 11 882/015610-0046 1106/84.02 a07/29/10 -22- i IN ORDER TO ANSWER QUESTION 2(a) YOU MUST CALCULATE THE PROPOSED SALES PRICE BASED ON THE HOUSING COST LIMITATIONS SET FORTH IN CALIFORNIA HEALTH & SAFETY CODE SECTION 50052.5, TAKING INTO CONSIDERATION ALL ITEMS LISTED IN THE DEFINITION OF MONTHLY HOUSING COST. (b) Price of any personal property being sold by Habitat to the proposed buyer: . (If none, so state.) (c) The price of $ to be paid by the proposed buyer for any services of Habitat. (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 Habitat: $ (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: 882/015610-0046 1106784 02 a07/29/10 -23- 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 Housing Cost to be paid by the proposed transferee: 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: $ 3. The proposed buyer represents, warrants and covenants the following: (a) The Property will be the principal residence of the proposed transferee. 882/015610-0046 _.L4_ 1106/84.02 s0]29/10 (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 Habitat, on a form available from Habitat, an income certification so Habitat may determine if the proposed buyer is an Eligible Household. 6. A true and correct copy of the purchase and sale or other agreement between Habitat and the proposed buyer is attached hereto. 882/015610-0046 1106784,02 a07/29/10 -25- I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. HABITAT FOR HUMANITY: 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 $82/015610-0046 1106784,02.07/29/10 -26- 1 Habitat for Humanity Certification Based on the Proposed Buyer's Certificate above, and all documents attached hereto, Habitat hereby certifies that: (1) Proposed Buyer is an Eligible Household; and (2) The purchase price to be paid by the Proposed Buyer is an Affordable Sales Price. [Capitalized terms used above are defined in the Agreement to which this certificate is attached.] OWNER: [Name] Date: 882/015610-0046 1106784 02 WW29/10 -27- ATTACHMENT NO. 6 RELEASE OF CONSTRUCTION COVENANTS (See following document) 11 11067 4,02.0ffi ATTACHMENT NO. 6 1106]84.02 a0]/29/10 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT AGENCY P.O. Box 1504 La Quinta, CA 92247 Attention: Executive Director (Space Above for Recorder's Use) Exempt from Recordation Fee per Gov. Code § 27383 RELEASE OF CONSTRUCTION COVENANTS This RELEASE OF CONSTRUCTION COVENANTS ("Release") is made this _ day of , 2010, by the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). in favor of HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation ("Developer"). RECITALS A. Developer is the owner of that certain real property located in the City of La Quinta, County of Riverside, State of California, more particularly described in the legal description attached hereto as Exhibit "A" ("Site"). B. On or about , 2010, Agency and Developer entered into that certain Affordable Housing Agreement ("AHA") which provides for Developer to develop two affordable single family residential dwelling units on the Site, more particularly described therein as the "Project." C. Pursuant to the AHA, Agency is required to furnish Developer with this Release upon request by Developer after completion of construction of the Project. D. The issuance by Agency of this Release shall be conclusive evidence that Developer has complied with the terms of the AHA pertaining to the construction of the Project. NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the parties hereto agree as follows: 1. As provided in the AHA, Agency does hereby certify that the construction of the Project has been satisfactorily performed and completed, and that such development and construction work complies with the AHA. 2. This Release does not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage or any insurer of a mortgage security money loaned to finance the work of construction of improvements and development of the Site, or any part of thereof. 882/015610-0046 _ 1106784. 02.0729/ 10 _ 1 3. This Release is not a notice of completion as referred to in Section 3093 of the California Civil Code. 4. This Release does not terminate any other agreement or document executed by Developer in connection with the AHA, including, without limitation, that certain Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions Agreement recorded on , as Instrument No. , in the Official Records of the County of Riverside (the "Official Records") and that certain Deed of Trust recorded on , as Instrument No. in the Official Records, both of which shall survive recordation of this Release. IN WITNESS WHEREOF, Agency has executed this Release as of the date set forth above. ATTEST: Agency Secretary LA QUINTA REDEVELOPMENT AGENCY By: THOMAS P. GENOVESE, Executive Director CONSENT TO RECORDATION HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation, owner of the Site described herein, hereby consents to the recordation of this Release against the Site. HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation Date: By: Its: Its: 882/015610-0046 _ 1106 94.02 a09/29/ 10 _2 State of California County of Riverside On , before me, name and title of the officer) 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 the 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 California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) State of California County of Riverside On before me, name and title of the officer) 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 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) 882/015610-0046 1106784.02 a07/29/10 '3' State of California County of Riverside On before me, (insert name and title of the officer) 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 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. (Seal) 892/015610-0046 _ 1106784 02.07129/10 _4 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of La Quinta, County of Riverside, State of California, described as follows: LOTS 13 AND 14 IN BLOCK 175 OF SANTA CARMELITA AT VALE LA QUINTA, UNIT NO. 18, AS SHOWN BY MAP ON FILE IN BOOK 19 PAGES 30 AND 31 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM ONE -SIXTEENTH OF ALL COAL, OIL, GAS AND OTHER MINERAL DEPOSITS IN SAID LAND, AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED JULY 26, 1934 IN BOOK 182 PAGE 463 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 774-044-012-3 and 774-044-011-2 882/015610-0046 _ 1106784.02 a07/29/10 -j ATTACHMENT NO. 7 NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (See following document) 882/015610-0046 ATTACHMENT NO. 7 1106984.02 a09/29/ 10 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency S R P.O. Box 1504 La Quinta, CA 92247 Attn: RDA Secretary / City Clerk M A DOC # 2010-0414648 08/30/2010 08:OOA Fee:33.00 Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111 I 1111111911111 tE SIZE DA MISC LONG RFD COPY 426 PCOR NCOR SMFI NCHGexgm T: CTY UNI LA—t g Fee Pursuant to Government Code & 2738 NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons, regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been recorded with respect to the property described below (referred to in this Notice as the "Property") which require owner occupancy of the Property and restrict the price and terms at which the Property may be sold. These restrictions may limit the sales price of the Property to an amount which is less than the fair market value of the Property. These restrictions limit the income of persons and households who are permitted to purchase the Property. Title of Document Containing Affordable Housing Restrictions: Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions ("Agreement'). Parties to Agreement: Habitat For Humanity of the Coachella Valley, Inc., a California nonprofit public benefit corporation ("Owner"), and the La Quinta Redevelopment Agency, a public body, corporate and politic. The Agreement is recorded concurrently with this Notice, in the Official Records of Riverside County. Legal Description of Property: See Exhibit "A" attached hereto and incorporated herein by this reference. 182/015610-0046 1106784.02 a07/29/10 -1- Property Location: NE Corner of Calle Monterey and Avenida Alvarado. Assessor's Parcel Numbers of Property: 774-044-011; and 774-044-012. Summary of Agreement: o The Agreement requires the Owner to develop the Property with two single family detached dwelling units and to sell the units to households whose annual income does not exceed the qualifying limits under California law for either "lower income households" or "very low income households" as established by HUD, and as published periodically by HCD. The units are required to be sold at a restricted sales price that results in the buyer paying no more than an "affordable housing cost," as that term is defined in Health and Safety Code Section 50052.5. o The Agreement imposes the same income and price restrictions on all subsequent resales of each unit during the term thereof. o The term of the Agreement with respect to each unit is 45 years, commencing on the date of the first sale by Owner to a qualified buyer and terminating 45 years from said date. This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You will need to obtain and read the Agreement to fully understand the restrictions and requirements which apply to the Property. This Notice is being recorded and filed in compliance with Health and Safety Code Section 333343(f)(3) and (4), and shall be indexed against the Agency and the Owner of the Property. [signatures on next page] 882/015610-0046 1106794.02 a07/29/10 "Agency" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and pBolit: 2010 Date: �3 , y.! Executive Director �� r 882/015610-0046 1106784.02 a07/29/10 -3- State of California ) County of Riverside ) On OS• )-olo , before me, Sc(SAt MAYSUS , Notary Public, (here insert name and title of the officer) personally appeared (Ho M A S P C 4 0 V65 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. Signature (�wrnmvt �-vt l 4f t°F7� 182/015610-0046 1106784.02 a07/29/10 '4' 40 (seal) BLIMI MAYlE CennnNeks s 16au7e Mown Pdft • Ce kwh Rker" CMW M r Comm. Ez lree r 11 M3 Sos4K M41.346 � 124447 4 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of La Quinta, County of Riverside, State of California, described as follows: LOTS 13 AND 14 IN BLOCK 175 OF SANTA CARMELITA AT VALE LA QUINTA, UNIT NO. 18, AS SHOWN BY MAP ON FILE IN BOOK 19 PAGES 30 AND 31 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM ONE -SIXTEENTH OF ALL COAL, OIL, GAS AND OTHER MINERAL DEPOSITS IN SAID LAND, AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED JULY 26, 1934 IN BOOK 182 PAGE 463 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY. CALIFORNIA. APN: 774-044-012-3 and 774-044-011-2 882/015610-0046 1106784.02 a07/29/10 -5- CONSENT TO RECORDATION HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation ("Owner"), owner of the fee interest in the real property legally described in Exhibit "A" hereto, hereby consents to the recordation of the foregoing Notice of Affordability Restrictions on Transfer of Property against said real property. State of California ) County of Riverside ) On 8//e�2D►D before me, "Owner" By: Its: S 1 fa%%/ EA�+ 11 V1n11- -L 2 I t� ec 4 0441— By: /4Z Its: Public, (here insert nanle and title of the oflicerQ - personally appeared cS{ sya w 3. K& SLAD 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 m hand and official seal. Signature news MM s l) cansMlaon 016"M noun vtmsc • ca naaea ftenM Carey My Ca -ED*N"sOct 10.201 ��111's Ma,lti Itom 779(,e 882/015610-0046 1106784.02 a07129/10 _6_ State of California ) County of Riverside ) On 4 I W /'*"-DI O , before me, Sa, a : _1jA_►Notary Public, (here inserdname and title oNthe otri= personally appeared S: t,Z�0'q 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. °XRVjW CommWbn A 10"M No1Gy Ktft - Comm" RNartlo9 COuft Lei pCamm. E>tpkea Oct 16, t01 Signature ,JZQua 16cMI' 10 6 (seal) 8821015610-0046 1106784.02 a07/29/10 'T ATTACHMENT NO. 8 SOURCES AND USES OF FUNDS TOTAL FUNDING SOURCES (BOTH HOMES) Land (currently owned by HFH) $50,000 Permits/Fees (HFH) 43,200 Building Plans (HFH) 18,500 Grants (HFH) 30,414 Material Donations (HFH) 24,000 Sweat Equity 8,400 La Quinta Redevelopment Agency 174,940 TOTAL FUNDING SOURCES $349,454 TOTAL USES (BOTH HOMES) Land $50,000 General Requirements 91,334 Site Construction 25,800 Concrete 19,200 Masonry 15,000 Woods and Plastics 47,900 Thermal and Moisture 13,150 Doors and Windows 16,200 Finishes 41,380 Special Ties 750 Equipment 400 Mechanical 21,540 Electrical 6,800 TOTAL USES $349,454 182/015610-0046 1106784.02 a07/29/10 ATTACHMENT NO. 8 PROMISSORY NOTE $174,940 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 Seventy -Four Thousand Nine Hundred Forty Dollars ($174,940) (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) The Affordable Housing Agreement between Borrower and Agency dated ��23/0 2010, as may be amended from time to time ("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 AHA as the "Site." All terms not otherwise defined herein shall have the meaning given in the AHA: (b) The 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 on or about the date hereof, as may be amended from time to time ("Declaration"). (c) The Deed of Trust securing this Note executed by Borrower in favor of Agency, recorded against the Site in the Office of the Riverside County Recorder on or about the date hereof, as may be amended from time to time ("Deed of Trust"). The AHA, Declaration, acid Deed of Trust are collectively referred to herein as the "Agency T Agreements." The Agency Agreements are incorporated herein as though set forth in full. Note Amount; Interest. (a) Note Amount. The principal amount of Agency's loan to Borrower is One Hundred Seventy -Four Thousand Nine Hundred Forty Dollars ($174,940) (`'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 3 below, no interest shall accrue on the outstanding principal Note Amount. 2. Term of Note; Repayment. Repayment of the Loan Amount shall be as follows: 882/015610-O046 1106784.02 a07/29/10 (a) Subject to the provisions of Section 3 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 a Home 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 fifty percent (50%). At such time, the amount by which the Note Amount is reduced shall be deemed transferred to said 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. 3. 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 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 3 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. 4. 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. 5. 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 882/01561M046 _ 1106784.02 a07/29/10 _2 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. 6. 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 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 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. 7. No Waiver by Agency. No waiver of any breach, default, or failure of condition under the terms of this 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. 8. Usury. Notwithstanding any provision in this 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. 9. Non -Recourse Obligation. In the event of any default under the terms of this 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 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). 10. Assignment. Borrower may not transfer or assign this 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 Note. [End of Note — signature page follows] 882/015610-0046 1106/84.02.07/29/10 -3- Dated: is� I M 2.0 10 Dated: O 1 / Y / 2,0/ 6 Dated: 4's Ito APPROVED AS TO FORM RUT N & TU KE P: N nc Counse 882/015610-0046 1106784.02.07/29/10 -4- "Borrower" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation By: A By: — {» "Agency" LA QUINTA REDEVELOPMENT GENCY, a /b y corporal o Y. Executive Director RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: RDA Secretary / City Clerk DOC # 2010-0414647 08/30/2010 08:00ii Fee:NC Page 1 of 27 Recorded in official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 111111111111111111111111111111111111111111111111111111111 S R U PAGE I SIZE DA MISC LONG RFD COPY I a M A L 465 1 426 PCOR NCOR SMF NCH EXAM D T: CTY UNI Exempt from Recordation Fee per Gov. Code § 27383 Q AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 191 This AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between HABITAT FOR HUMANITY OF 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 23 day of AuCYuS-r 2010. RECITALS A. Developer owns fee title to that certain real property located in the City of La Quinta, County of Riverside, State of California, legally described in the legal description attached hereto as Exhibit "A" ("Property"). The Property is located in Project Area No. 1 (the "Project Area") and is subject to the provisions of the Redevelopment Plan for the Project Area. B. This Declaration is part of a redevelopment project described in that certain Affordable Housing Agree ent (the "AHA"), entered into by and between Developer and Agency on or about 21-3 , 2010, concerning Developer's construction on the Property of two (2) single family detached affordable housing dwelling units (the "Homes"), with each of the Homes restricted for sale to "Eligible Households" at an "Affordable Sales Price" (as those terms are defined in Section I herein) (collectively, the "Project"). C. Pursuant to the AHA, and as further described in that certain promissory note attached thereto as Attachment No. 3, the Agency has agreed to provide the Developer with certain financial assistance, in the form of a loan, to construct the Project on the Property (the "Agency Loan"). 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" (as that term is described in Section I hereof), fifty percent (50%) of the outstanding principle balance of the Agency Loan will be credited to the Developer and deemed transferred to said Eligible Household, in the form of a first trust deed loan (each, a "Homebuyer Loan" ). 892/015610-0046 1106784,02 a07/29/ 10 -1- D. The AHA is available for public inspection and copying at City Hall, 78-495 Calle Tampico, La Quinta, CA 92253. All of the terms, conditions, provisions and covenants of the AHA are incorporated in this Declaration by reference as though written out at length herein and the AHA and this Declaration shall be deemed to constitute a single instrument or document. E. 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 and Safety Code Section 33000, et seq.). Agency desires to increase, improve and preserve affordable housing in the City of La Quinta ("City") and this Declaration is in furtherance of Agency's goal to create long-term affordable housing units. This goal is accomplished through the terms and conditions of this Declaration, which restrict the resale price of the Homes to be developed on the Property to a level that is affordable to Eligible Households for a period of forty-five (45) years. NOW, THEREFORE, THE AGENCY AND THE DEVELOPER AGREE AS FOLLOWS: Definitions. "Adjusted for Family Size Appropriate for the Property" shall mean, for purposes of calculating an Affordable Sales Price, a household of three (3) persons for a two (2) bedroom Home, a household of four (4) persons for a three (3) bedroom Home, and a household of five (5) persons for a four (4) bedroom Home (California Health and Safety Code, Section 50052.5). "Affordability Period" shall be, for each Home, forty-five (45) years from the date'the Home is first transferred to an Eligible Household, as evidenced by the recordation of a Buyer Affordable Housing Agreement by said Eligible Household. "Affordable Sales Price" shall mean a sales price that would result in an annual Monthly Housing Cost that does not exceed the maximum percentage of income that can be devoted to housing cost by Eligible Households under California law. As of the date of this Declaration, the Affordable Sales Price for an Eligible Household means a purchase price that would result in an annual Monthly Housing Cost that is not more than the product of thirty percent (30%) times fifty percent (50%) of the Median Income Adjusted for Family Size Appropriate for the Property, all as more particularly set forth in Section 50052.5 of the California Health and Safety Code. "Agency Deed of Trust" shall mean the Deed of Trust in favor of Agency recorded against the Property on or about the date of recordation of this Declaration, as may be amended from time to time, which secures, among other things, Developer's obligations under this Declaration. "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 Home to assure the affordability of the Home to Eligible Households for the full 45-year term: (i) an affordable housing agreement that prohibits the resale of the Home except to an Eligible Household or to Developer and grants the Developer and Agency an option to purchase the Home ("Option to Purchase") prior to the then -owner's sale to an Eligible Household ("Buyer Affordable Housing 882/015610-0046 1106794 02 a07/29/10 -2- Agreement"); (ii) a promissory note ("Buyer Promissory Note") in the amount of fifty percent (50%) of the Agency Loan; (iii) a deed of trust securing repayment under the Promissory Note (`Buyer Deed of Trust'); and (iv) a disclosure statement acknowledging and consenting to all of the affordability restrictions contained in the aforementioned documents ("Buyer Disclosure Statement'). The Buyer Affordable Housing Documents shall be in a form approved by Agency counsel. "Developer" shall mean Developer and any successor in interest of Developer to the Property. "HCD" shall mean the State of California Department of Housing and Community Development. "Median Income" shall mean the Riverside County area median income adjusted for family size as established by the United States Department of Housing and Urban Development, and as published periodically by HCD. "Monthly Housing Cost" shall include all of the following associated with a Home, estimated or known as of the date of the proposed sale of the Home: (a) principal and interest payments to be paid in the form of loan proceeds; (b) property taxes and assessments; (c) fire and casualty insurance covering replacement value of property improvements; and (d) a reasonable utility allowance. The Monthly Housing Cost of a purchaser shall be an average of estimated costs for the next twelve (12) months. "Owner" shall mean an Eligible Household to whom Developer has conveyed fee title to one of the Homes or any successor in interest to said buyer to all or any portion of the Home. "Project" shall mean the grading of the Site, and the development of the Site with two (2) Homes, and all other on -site and off -site improvements required for development of the Site, as described more fully in the Scope of Development attached to the AHA as Attachment No. 1, with all such improvements to be consistent with the development and building plans and permits to be approved by the Agency and City. In the event of any inconsistency between the description of the Project in this Declaration and the approved plans and permits, the approved plans and permits shall govern. "Proposed Buyer" shall mean a person or family determined to be an Eligible Household to whom the Developer or any successor Owner desires and proposes to Transfer a Home. "Eligible Household" shall mean a household whose annual income does not exceed the qualifying limits under California law for either `lower income households" or "very low income households" as established by HUD, and as published periodically by HCD. "Sales Price" shall mean all sums paid by an Eligible Household to Developer for, or in conjunction with, the acquisition of a Home, including the purchase price designated in any purchase agreement, consideration for personal property and all other costs and fees paid by the Eligible Household, to or for the benefit of the Developer. 882/015610-0046 1106784, 02 a07/29/10 -3- "Transfer" shall mean (i) any sale, assignment, or transfer of an interest in a Home, 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 Home, or (ii) any interest evidenced by a land contract. 2. Sale of Homes. Developer agrees that Developer shall sell the Homes to Eligible Households at an Affordable Sales Price and that during the Affordability Period each subsequent resale of a Home by the then -Owner thereof shall be to either an Eligible Household or to Developer, in either case at an Affordable Sales Price. Developer agrees to commence to market each Home at the earliest feasible time, but not later than the commencement of construction of said Home. Developer shall use its best efforts to market the Homes to residents of the City of La Quinta. Escrow for the initial Transfer of a Home by Developer to an Eligible Household shall not close until after issuance of a certificate of occupancy by the City building department for such Home. For purposes of satisfying the requirement that all of the Homes shall be occupied by Eligible Households: (a) an individual or family who qualifies as an Eligible Household at the time he or she first takes title to a Home will be deemed an Eligible Household as long as he or she continues to hold title to such Home even though said buyer subsequently ceases to meet the applicable income requirements, and (b) when an Owner releases title to a Home, such Home will be considered as occupied by an Eligible Household if it is held vacant and available for such occupancy until title is transferred to an Eligible Household, provided Developer is diligently pursuing the transfer of such Home to an Eligible Household. 3. Restrictions on Transfer by Sale of Any Home. a. General. For the duration of the Affordability Period, Developer, for itself and any subsequent Owner of a Home, hereby subjects the Property to certain restrictions and limits the price at which Developer or any Owner of a Home may sell and/or resell the Home and the persons to whom Developer or any Owner of a Home may sell the Home. b. Determination of Affordable Sales Price. DEVELOPER UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE 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 AFFORDABLE SALES PRICE PERMITTED HEREUNDER MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. DEVELOPER FURTHER ACKNOWLEDGES THAT IN SETTING THE SALES PRICE, THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE HOUSEHOLDS AT AN AFFORDABLE SALES PRICE. THE AFFORDABLE SALES PRICE MAY BE LESS THAN THE SALES PRICE OF OTHER SIMILAR PROPERTIES WHICH HAVE NO RESTRICTIONS. Developer's Initials 05 882/O15610-0046 1106784.02 a09/29/ 10 4- C. Transfer of A Home. Developer may transfer a Home only in strict accordance with the provisions of this Declaration. Specifically, during the Affordability Period, Developer may only transfer a Home to an Eligible Household. Any such transfer may be made only if (i) the sales price for the Home does not exceed an Affordable Sales Price for said Eligible Household; and (ii) the Transfer has previously been approved in writing by the Agency. 1n order to comply with this Subsection 3(c), Developer must calculate the Affordable Sales Price for the Proposed Buyer of the Home in accordance with the definitions set forth in Section 1 of this Declaration. The Developer shall obtain final written approval from the Agency housing staff on any such calculation. Developer and Agency contemplate that Developer will sell each Home pursuant to a purchase and sale agreement ("Developer Purchase Agreement"), and that in connection with each sale the Proposed Buyer will also be required to execute an affordable housing agreement that imposes resale restrictions (the "Developer AHA). Developer agrees that the Developer AHA shall be recorded subsequent, and remain in a junior position, to each of the Buyer Affordable Housing Documents executed by a Proposed Buyer and recorded against the applicable Home. Developer shall provide to Agency, and obtain Agency's approval of, the forms of the Developer Purchase Agreement, the Developer AHA, and any other document Developer requires to be executed and/or recorded by a Proposed Buyer (collectively, the "Developer Affordable Housing Documents") prior to Developer's use or recordation of any of the same. Developer acknowledges that a violation by an Owner of any of the provisions set forth in any of the Developer Affordable Housing Documents shall constitute a default under the Buyer Affordable Housing Documents entitling the Agency, subject to any express limitations set forth herein, to exercise any of its remedies thereunder. Developer agrees that the only financial consideration the Developer will receive from the Eligible Household to whom Developer sells a the Home is the monthly payments to be made by said Eligible Household under the Buyer Promissory Note executed by the Eligible Household, the payments under which the Agency agrees to assign to Developer after the Eligible Household takes title to the Home. d. Successive Owner's Compliance with this Section. The foregoing provisions will apply to every successive Transfer during the Affordability Period except that in the event of a Transfer for which Developer fails to exercise the Developer's Option to Purchase with respect to the subject Home, 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 Homes. Prior to the Transfer by sale of a Home, Developer shall do all of the following: a. Notice to Agency: Developer shall send to the Agency in care of City of La Quinta (or its successor), at P.O. Box 1504, La Quinta, CA 92247, the form attached hereto 882/015610-0046 1106784.02 a07/29/10 -5- and incorporated herein as Exhibit "B" ("Request for Verification of Proposed Buyer") fully completed and executed by the Developer and the Proposed Buyer; provided, however, that if Developer currently uses forms that contain all of the same information as the Request for Verification of Proposed Buyer, Developer may submit to Agency such forms in lieu of the Request for Verification of Proposed Buyer. b. Qualification of Proposed Buyer. No Transfer shall occur unless and until determination is made based on the Request for Verification of Proposed Buyer that the Proposed Buyer is an Eligible Household who intends to occupy the Home as his/her principal residence. Each Request for Verification of Proposed Buyer shall include a statement by the Proposed Buyer certifying its intent with regard to the occupancy of the Home 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. Developer shall certify pursuant to the Request for Verification of Proposed Buyer the information provided on said request form. Developer shall be entitled to rely on the information on the Request for Verification of Proposed Buyer and attachments thereto in making the determination required by this subsection 4(b) unless the Developer has knowledge of, or a reasonable basis for belief as to, the inaccuracy or falsehood of the Request for Verification of Proposed Buyer. C. Home Sales Price. The Sales Price for the Homes shall not exceed an Affordable Sales Price for the Proposed Buyer. In determining the Affordable Sales Price, the family size of the Proposed Buyer shall be deemed to be 3 persons for each 2 bedroom Home, 4 persons for each 3 bedroom Home, and 5 persons for each 4 bedroom Home. d. Certificates from Developer and Proposed Buyer. With respect to each initial sale of a Home and each subsequent sale effected by or through Developer, Developer shall submit to the Agency, not later than four (4) weeks prior to close of escrow on the sale of the Home, a certificate that (i) the Developer has made the affirmative determinations required by Section 4(b) above and (ii) the Sales Price conforms with Section 4(c) above. The Developer shall concurrently submit to the Agency the Request for Verification 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 Developer. Further, the Developer and Proposed Buyer each shall certify in writing, in a manner acceptable to the Agency, 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 Agency and that all consideration delivered by the Proposed Buyer to Developer has been fully disclosed to the Agency. 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 Agency for its approval of the Transfer, the Agency 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 Developer and its Proposed Buyer. In the event Developer fails to comply with Sections 4(a), 4(b) or 4(c) above, any costs, liabilities or obligations incurred by the Developer and its Proposed Buyer for the return of any monies paid or received or for any costs and legal expenses, shall be home jointly and severally by the Developer and its Proposed Buyer and such parties shall hold the City and the Agency harmless and reimburse their expenses, legal 182/015610-0046 1106794,02 a07/29/10 -6- fees and costs for any action and City and/or Agency take in enforcing the terms of this Section 4(d). e. Execution of Buyer Affordable Housing Documents. Notwithstanding anything to the contrary in this Declaration, at close of escrow for the initial sale of a Home to an Eligible Household, the 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 Home, (i) the Home must be owner -occupied at all times and cannot be rented or leased; (ii) the Home may only be Transferred to Developer or to an Eligible Household at an Affordable Sales Price, and (iii) the maximum permitted sales price for the Home may be less than fair market value. For each subsequent transfer of a Home to an Eligible Household, said buyer shall execute an assignment and assumption agreement, in a form approved by Agency, expressly assuming all the original buyer's obligations under the Buyer Affordable Housing Documents executed by said original buyer. f. Delivery of Documents. Upon the close of the proposed Transfer, the Developer shall provide the Agency 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 Agency may request. DEVELOPER UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE SALES PRICE 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. DEVELOPER FURTHER ACKNOWLEDGES THAT IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE HOUSEHOLDS AT AN AFFORDABLE SALES PRICE. g. Developer's Option to Purchase. Notwithstanding anything herein to the contrary and as further set forth in the Buyer Affordable Housing Agreement, during the Affordability Period for each Home, commencing on the earlier of the date the then -Owner of a Home has notified Developer and Agency of its desire to sell the Home or the date the then - Owner places the Home for sale ("Option Commencement Date"), and continuing for a period of sixty (60) days after the Option Commencement Date, the Developer shall have an option to purchase the Home from the then -Owner, at an Affordable Sales Price, for the sole purpose of locating an Eligible Household and reselling the Home thereto at an Affordable Sales Price ("Developer's Option to Purchase"). Developer shall be obligated to exercise Developer's Option to Purchase, and shall so exercise by delivery of written notice to the then -Owner and to Agency, and shall conclude the purchase from the Owner and the resale to an Eligible Household within forty-five (45) days after Developer delivers Developer's written notice to Agency and to Owner. Upon Developer's exercise of Developer's Option to Purchase, Developer shall expressly assume, pursuant to an assignment and assumption agreement that has been approved 882/015610-0046 1106784 02 a0729/ 10 -7- by the Agency's legal counsel, the Homebuyer Loan provided to the Owner by Agency. Upon Developer's resale of the Home to an Eligible Household at an Affordable Sales Price, the Developer shall transfer the Homebuyer Loan to said Eligible Household. If Developer fails to exercise Developer's Option to Purchase during the time specified herein, then commencing on the expiration of such time period, Agency shall have an option to purchase the Home from the then -Owner, at an Affordable Sales Price, for purposes of locating an Eligible Household and reselling the Home to said buyer ("Agency's Option to Purchase"). Agency shall exercise Agency's Option to Purchase by delivery of written notice to Developer and to the Owner. Agency's Option to Purchase shall continue until such time as the Owner enters into a binding purchase and sale agreement to sell the Home to an Eligible Household. h. Developer's Continuing Obligations to Qualify Proposed Buyers. Developer acknowledges that Agency has entered into the AHA and this Declaration with the expectation that Developer shall affirmatively manage and ensure the continued affordability of each of the Homes during the Affordability Period, whether or not Developer owns any portion of the Property. In furtherance thereof, Developer shall be responsible, during the Affordability Period for each Home, to actively assist any Owner of said Home to locate, and resell the Home to, an Eligible Household. Such assistance shall include, but not be limited to, completing and submitting to Agency all documentation required herein for the transfer of a Home, and performing all tasks necessary to qualify proposed buyers. The covenants contained in this Section 4 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 19 hereof. 5. Nondiscrimination Covenants a. General. 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use,, occupancy, tenure or enjoyment of the Property, or any part thereof, nor shall Developer, 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 Site, or any part thereof. The foregoing covenants shall run with the land. b. Nondiscrimination Clauses in Agreements. Developer agrees for itself and any successor in interest that Developer 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, 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: i. 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 882/015610-0046 1106784.02 a0729/ 10 '8- through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any 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 premises herein conveyed. The foregoing covenants shall run with the land." ii. 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: "That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, 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." iii. In contracts pertaining to the realty: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any 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 premises herein conveyed. The foregoing covenants shall run with the land." 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 Section 5 shall run with the land in perpetuity. 6. Maintenance of Property Developer 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; 882/015610-0046 1106784.02 a07/29/10 -9- (2) no untrimmed hedges; (3) no trees, shrubbery, lawns, and other plant life dying from lack of water or other necessary maintenance; 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. 882/015610-0046 1106784.02 ao7/29/ 10 -10- 7. General Use Provisions. a. No Rentinp Homes. Each Home shall be used as the principal residence of the Home's Owner and for no other purpose. No Owner shall be permitted to rent or lease its Home. Developer shall ensure that the Homes remain owner -occupied. b. Occupancy Standards. A Home may not be occupied by more than the total number of persons allowed pursuant to the general requirements of the United States Department of Housing and Urban Development which as of the date of this Declaration is equal to the total number of bedrooms in the Home multiplied by 2, plus 1 (e.g., a two -bedroom Home would be limited to occupancy by 5 persons and a three -bedroom Home would be limited to occupancy by 7 persons). Each Owner shall, upon demand by Agency or Developer, be required to submit an affidavit of occupancy verifying the Owner's compliance with this Section 7. C. Nuisances. No obnoxious, illegal, or offensive activities shall be carried upon or in any Home, or upon any part of the Property, nor shall anything be done thereon which may be or may become an annoyance or a nuisance to, or which may in any way interfere with the quiet enjoyment by, each of the Owners of his or her respective Home, or which will impair the structural integrity of any building. 8. Annual Reports. On or before August I of each year, Developer, at its expense, shall submit to Agency the annual report required pursuant to Health and Safety Code Section 33418, as the same may be amended from time to time, in the form prescribed by Agency, along with such other information as Agency may reasonably require. 9. Property Taxes. Developer and Developer's successors in interest in and to a Home shall not seek exemption from the payment of property taxes and assessments for any portion of the Property or take any other action that would result in any portion of the Property being exempt from the imposition of property taxes and assessments. In addition, in the event any portion of the Property is exempt from the payment of property taxes, Developer shall take all action necessary to cause said portion to be subject to the imposition of property taxes and assessments. Notwithstanding the forgoing, Developer and Developer's successors in interest in and to each Home shall have the right to appeal such obligation to the City Council of the City of La Quinta. 10. Indemnification. Developer shall defend, indemnify and hold harmless Agency and City and their respective officers, officials, agents, employees, representatives, and volunteers (the "Indemnified Parties") from and against any loss, damage, costs, expenses, liability, claim, or judgment relating in any manner to the Property or Developer's performance under this Declaration, except to the extent caused by the sole negligence or willful misconduct of an Indemnified Party. 882/015610-0046 1106784.02 a07/29/10 -11- 11. Insurance. Developer shall procure and maintain the insurance set forth in the AHA for the times set forth therein. Upon Developer's Transfer of a Home to an Eligible Household, Developer shall require the Eligible Household to procure and maintain an all-risk property insurance policy insuring his or her Home in an amount equal to the full replacement value of the structures located thereon, with no coinsurance penalty provision, in a form, content and with companies approved by Agency. Agency and City shall be a loss payee under such policy or policies and such insurance 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. In no event shall the limits of any policy be considered as limiting the liability of Developer or an Owner, as applicable, hereunder or limiting the indemnity obligation of Developer set forth in Section 10 of this Declaration. 12. Repair of Damage. If any improvements on the Property shall be totally or partially destroyed or rendered wholly or partly uninhabitable by fire or other casualty while under the ownership of Developer, Developer shall promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the improvements to substantially the same condition as the improvements are required to be maintained in pursuant to this Declaration, whether or not the insurance proceeds are sufficient to cover the actual cost of repair, replacement, or restoration, and the Developer shall complete the same as soon as possible thereafter so that the Project can continue to be operated and occupied as an affordable housing project in accordance with this Declaration. In no event shall the repair, replacement, or restoration period exceed six (6) months from the date or the destruction unless Agency's Executive Director, in his or her sole and absolute discretion, approves a longer period of time. 13. Defaults and Remedies. a. Defaults. Failure or delay by any party to perform any term or provision of this Declaration which is not cured within thirty (30) days after receipt of notice from the other party specifying the default (or 5 days with respect to certain defaults regarding inadequate maintenance of the Property described in Section 6) constitutes a default under this Declaration; 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. 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. b. Institution of Legal Actions. In addition to any other rights or remedies, including without limitation Agency's rights under the Agency Deed of Trust, any party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Declaration; provided, 882/015610-0046 1106784,02 a07/29/10 -12- however, that notwithstanding anything in the foregoing to the contrary, in no event shall Developer be entitled to obtain monetary damages of any kind from Agency, including but not limited to damages for economic loss, lost profits, or any other economic or consequential damages of any kind. Such legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California, or in any other appropriate court in that county. C. Developer's Obligations Secured by Agency Deed of Trust. Until such time as the Agency Deed of Trust is reconveyed in full, Developer's performance of its obligations under this Declaration is secured by the Agency Deed of Trust. The Agency Deed of Trust will be partially conveyed as to each Home upon Developer's initial Transfer of the Home to an Eligible Household in accordance with the AHA. d. Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative, and the exercise by any 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 any other party. 14. 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. 15. 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 to Eligible Households at an Affordable Sales Price. 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. 16. Covenants for Benefit of City and Agency. This Declaration is designed to create equitable servitudes and covenants running with the Property, in accordance with the provisions of Civil Code Section 1468. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of the Agency and the City and their successors and assigns, shall be binding upon Developer, its successors and assigns and successors in interest; and may be enforced by Agency and City and their successors and assigns. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that 882/015610-0046 1106784.02 a07/29/10 -13- Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by Eligible Households, and by furthering the public purposes for which the Agency was formed. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Agency and City each are deemed a beneficiary of the agreements and covenants provided herein 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 City and such covenants shall run in favor of Agency and City for the entire period during which such covenants shall be in force and effect, without regard to whether Agency or City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by the City and Agency which real property shall be deemed the benefited property of such covenants. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of the Agency and City. Agency and City 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. 17. Developer's Books and Records. Agency, upon reasonable notice to Developer, shall have the right at all reasonable times to inspect the books and records of Developer as pertinent to the purposes of this Declaration. Developer agrees to make any and all financial information regarding the Eligible Households to whom it has sold Homes available to any person or entity performing an audit of the Agency's activities. Developer shall maintain all such financial information for a period of seven (7) years after receipt of the same. 18. Notices, Demands and Communications Written notices, demands and communications between the Developer and the Agency shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same -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: Developer: Habitat for Humanity of the Coachella Valley, Inc. P.O. Box 11738 Palm Desert, CA 92255 Attn: Executive Director copy to: 882/015610-0046 1106784,02.07/29/10 -14- Agency: Notices Delivered by U.S. Mail: La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Phone No.: 760-777-7108 Facsimile No.: 760-777-7101 Attention: Executive Director Notices Delivered Personallv or by Courier: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Phone No.: 760-777-7108 Facsimile No.: 760-777-7101 Attention: Executive Director 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 upon receipt if delivered by hand, or by same -day or overnight courier, and shall be deemed received on the third (3rd) calendar day from the date it is postmarked if delivered by registered or certified mail. 19. Expiration Date. This Declaration shall automatically terminate and be of no further force or effect as to each of the Homes as of forty-five (45) years from the date the Developer first sells the Home to an Eligible Household. 20. Assignment. a. Assignment by Agency. Agency shall have the right to assign all or part of its interest in this Declaration to a third party for the purpose of ensuring compliance with this Declaration. b. Assignment by Developer. The qualifications and identity of Developer are of particular concern to Agency. It is because of those qualifications and identity that Agency has provided financial assistance to Developer and entered into this AHA and this Declaration with Developer. Accordingly, Developer shall not, whether voluntarily, involuntarily, or by operation of law, and except as permitted in this Section 20.b, undergo any significant change in ownership or assign all or any part of its obligations hereunder, without Agency's prior written approval. Developer shall deliver written notice to Agency requesting approval of any assignment. In considering whether it will grant approval to any assignment by 882/015610-0046 1106784. 02.07/29/10 -1 5- Developer, Agency shall consider factors such as the proposed assignee's experience and expertise in the operation of similar projects. Agency's approval of an assignment shall be made in Agency's sole and absolute discretion. If Agency approves an assignment, the assignment shall not be effective unless and until the proposed assignee executes and delivers to Agency an agreement in a form satisfactory to Agency's legal counsel assuming the obligations of the assignor which have been assigned. Nothing in this Section 20.b is intended to restrict Developer from transferring a Home to an Eligible Household in accordance with the AHA and this Declaration. 21. Attorneys' Fees and Costs. If any party to this Declaration commences an action against any other party to this Declaration arising out of or in connection with this Declaration, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party. 22. Entire Agreement, Waivers, and Amendments. This Declaration, the AHA, and the agreements attached to the AHA, contain the entire agreement between the parties relating to the subject matter hereof, and supersede all negotiations and previous agreements between the parties with respect to all or part of the subject matter hereof. All waivers of the provisions of this Declaration must be in writing and signed by the appropriate authorities of the party to be charged. A waiver of the breach of the covenants, conditions or obligations under this Declaration by any party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Declaration. Any amendment or modification to this Declaration must be in writing and executed by the appropriate authorities of Agency and (i) Developer to the extent the modification affects the rights or obligations of Developer under this Declaration, (ii) the Association to the extent the modification affects the rights or obligations of the Association under this Declaration, and (iii) any Owners of the Homes whose rights or obligations under this Declaration are affected by the modification. 23. Interpretation; Governing Law. This Declaration shall be construed according to its fair meaning and as if prepared by both of the parties hereto. This Declaration shall be construed in accordance with the internal laws of the State of California. 24. Agency Approvals and Actions. Agency shall maintain authority of this Declaration and the authority to implement this Declaration through the Executive Director (or his or her duly authorized representative). The Executive Director shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into certain amendments of this Declaration on behalf of Agency so long as such actions do not materially or substantially change the uses or development permitted on the Property or add to the costs incurred or to be incurred by Agency. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board. 882/01561M046 1106784,02 a07/29/10 -16- 25. Third Party Beneficiary. City is an intended third party beneficiary of this Declaration and shall have the right but not the obligation to enforce the provisions hereof. 26. Counterparts This Declaration may be executed in counterparts each of which, when both Developer and Agency have signed this Declaration, shall be deemed an original and shall constitute one and same instrument. [end —signature page follows] 882/01561 M046 1106784 02.07/29/10 -17- 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. APPROVED AS TO FORM RU,TjiN Y UC R, LLP eys for the La Quinta Redevel6pment Agency Dated �j I ' 2010 Dated J�/ / 0 12010 I82/015610-0046 1106784.02 a07/29/10 "AGENCY" LA QUINTA REDEVELOPMENT AGENCY, a pybkc�o ,corporate agQJp Ic By: � � `J/ Its: Executive Director )n% "DEVELOPER" HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC., a California nonprofit public benefit corporation By: StT-V,' 1 Its: S 1 iv L^J -T: VIA 16A.b Vc-/ a C,6, UVZ- Its: 6�(x6;cj-/- 4:9 esilea 0131 State of California County of Riverside On cgllQ'0!D1O , before me, Lt �, mse name and title of th officer) Notary Public, personally appeared .oAo p .� M 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. Cwxr" n • 1697796 WITNESS my hand and official seal. Notary F, • CaNbtttla !Q 6AYComn . F Oct 16, 201 Signature �Cir„=:., (Seal) State of California County of Riverside On cg/2 /a-OIC) , before me, Notary Public, personally appeared who 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/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. 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) �¢n/7,1 . 882/015610-0046 _P$11111S Mah'@l 1106784 02 a07/29/10 -19- *169?-9� State of California County of Riverside On o) , 23• Zola before me. SUSAW MAVS6 S. NAWU , (insert name and title of the officer) -� Notary Public, personally appeared I t MAS P &6EJ041inR 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 the foregoing paragraph is true and correct. WITNESS my hand and official seal. under the laws of the State of California that 99d IMP WCOM 1Iw Signature 882/015610-0046 1106784 02.0729/10 -20- (Seal) GVS4N IA&AS6AS 124 44-7 9 Eve - Afcil 13, 7.015 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of La Quinta, County of Riverside, State of California, described as follows: LOTS 13 AND 14 IN BLOCK 175 OF SANTA CARMELITA AT VALE LA QUINTA, UNIT NO. 18, AS SHOWN BY MAP ON FILE IN BOOK 19 PAGES 30 AND 31 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM ONE -SIXTEENTH OF ALL COAL, OIL, GAS AND OTHER MINERAL DEPOSITS IN SAID LAND, AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED JULY 26, 1934 IN BOOK 182 PAGE 463 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 774-044-012-3 and 774-044-011-2 882/015610-0046 1106784.02 a07/29/10 -21- EXHIBIT "B" REQUEST FOR VERIFICATION OF PROPOSED BUYER THIS FORM MUST BE DELIVERED TO THE AGENCY BEFORE PROCEEDING WITH ANY TRANSFER OF A HOME. La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, CA 92247 Attn: Project Officer Re: Request for Verification of Proposed Buyer To Whom It May Concern: Habitat for Humanity ("Habitat") desires to transfer the Home located at (the "Property") and by this letter is requesting the Agency to verify that the proposed buyer is a "Eligible Household" (as that term is defined in the Affordable Housing Agreement and Declaration of Covenants, Conditions and Restrictions). 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 (ii) The maximum price which results in an Affordable Sales Price. 882/015610-0046 1106784.02 a07/29/ 10 -22- IN ORDER TO ANSWER QUESTION 2(a) YOU MUST CALCULATE THE PROPOSED SALES PRICE BASED ON THE HOUSING COST LIMITATIONS SET FORTH IN CALIFORNIA HEALTH & SAFETY CODE SECTION 50052.5, TAKING INTO CONSIDERATION ALL ITEMS LISTED IN THE DEFINITION OF MONTHLY HOUSING COST. (b) Price of any personal property being sold by Habitat to the proposed buyer: $ (If none, so state.) (c) The price of $ to be paid by the proposed buyer for any services of Habitat. (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 Habitat: $ (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: 1st Loan: Loan amount $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: 882/015610-0046 1106784,02 a07/29/10 -23- 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 Housing Cost to be paid by the proposed transferee: 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: Q 3. The proposed buyer represents, warrants and covenants the following: (a) The Property will be the principal residence of the proposed transferee. 8821015610-0046 1106I84 02 A7/29/ 10 -24- (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 Habitat, on a form available from Habitat, an income certification so Habitat may determine if the proposed buyer is an Eligible Household. 6. A true and correct copy of the purchase and sale or other agreement between Habitat and the proposed buyer is attached hereto. 882/015610-0046 1106784.02 a07/29/)0 -25- I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. HABITAT FOR HUMANITY: Date signature print name street address signature print name telephone city state zip code PROPOSED BUYER: Date signature signature print name print name street address telephone city state zip code 882/015610-0046 1106784.02 e07/29/10 -26- Habitat for Humanity Certification Based on the Proposed Buyer's Certificate above, and all documents attached hereto, Habitat hereby certifies that: (1) Proposed Buyer is an Eligible Household; and (2) The purchase price to be paid by the Proposed Buyer is an Affordable Sales Price. [Capitalized terms used above are defined in the Agreement to which this certificate is attached.] OWNER: [Name] Date: 882/015610-0046 1106794. 02.07/29/10 -27-